/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190408.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 8, 2019, Vol. 23, No. 97 Headlines 1356 HARRISON ST: Seeks to Hire Fuller Law Firm as Legal Counsel 166 HILLSIDE: Court Extends Deadline to File Plan to May 15 3C'S BLESSING: Seeks to Hire Business Management as Accountant 481 VIA HIDALGO: Seeks to Hire Bankruptcy Attorneys 574 MOUNT HOLYOKE: Case Summary & Unsecured Creditor 919 PROSPECT AVE: Trustee Taps Gottlieb & Janey as New Counsel ABR BUILDERS: Case Summary & 20 Largest Unsecured Creditors ACETO CORP: Committee Seeks to Hire Houlihan as Investment Banker ACETO CORP: Committee Seeks to Hire Porzio Bromberg as Counsel ACHAOGEN INC: Robert Duggan Has 5.3% Stake as of April 3 ACI WORLDWIDE: Moody's Lowers Rating on Sr. Unsec. Notes to B2 ARSHAM METAL: Taps Hoover Slovacek as Legal Counsel AVIATION TRENDS: Case Summary & 8 Unsecured Creditors BARKER BOATWORKS: Case Summary & 20 Largest Unsecured Creditors BARRACUDA NETWORKS: Moody's Raises CFR to B2, Outlook Stable BARRACUDA NETWORKS: S&P Rates New $205MM First-Lien Term Loan 'B-' BELLATRIX EXPLORATION: S&P Cuts ICR to 'D' on Skipped Payment BLACKRIDGE TECHNOLOGY: Delays 2018 Annual Report Filing BROADCAST SYSTEMS: Chapter 15 Case Summary C & S JANITORIAL: Taps Margaret M. McClure as Legal Counsel CAMP HARMONY: Seeks to Hire Rabinowitz Lubetkin as Legal Counsel CHERRY BROS: Seeks to Hire Benesch Friedlander as Counsel CIENA CORP: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+ COALINGA REGIONAL: Committee Seeks to Hire Smiley Wang as Counsel COOL HOLDINGS: Delays Filing of 2018 Annual Report CORSI CAB: Seeks to Hire Rosenberg Musso as Legal Counsel CREATIVE GLOBAL: Seeks to Hire Levene Neale as Legal Counsel CURVATURE INC: Moody's Affirms Caa3 CFR Amid Distressed Exchange DESERT RIBS: Case Summary & 20 Largest Unsecured Creditors DIGITAL RIVER: S&P Alters Outlook to Negative on Weak Revenue DIRECTVIEW HOLDINGS: Requires More Time to Complete its Form 10-K ELITE FITNESS: Exclusive Plan Filing Period Extended Until July 8 ENLINK MIDSTREAM: Moody's Rates New Sr. Unsecured Notes 'Ba1' EVAN JOHNSON: Files 1st Addendum to Disclosure Statement F.M. BUTT HOTELS: Case Summary & 5 Unsecured Creditors FAIRWAY ENERGY: Exclusive Filing Period Extended Until June 24 FORESTAR GROUP: S&P Rates New $300MM Sr. Unsec. Notes Due 2024 'B' FUSION CONNECT: Moody's Cuts PDR to D-PD Upon Payment Default GOLDEN ENTERTAINMENT: S&P Rates New $375MM Sr. Unsec. Notes 'CCC+' GROM SOCIAL: Delays 2018 Annual Report Filing HAMTRAMCK MEDICAL: Taps Stevenson & Bullock as Legal Counsel HOT SPRINGS TAXI: Taps Lax Vaughan as Legal Counsel IDEANOMICS: Reports $377.7 Million Revenue in 2018 INNOVA GLOBAL: Chapter 15 Case Summary INPIXON: Signs Second Amendment to Sysorex Loan Documents INTER PIPELINE: DBRS Gives BB(high) Rating on 2019-A Notes INTERNATIONAL RESTAURANT: Seeks to Hire Eric A. Liepins as Counsel J. ROBERT SCOTT: Case Summary & 20 Largest Unsecured Creditors JONES ENERGY: Signs RSA with Noteholders for Prepack Chap. 11 Plan KARMA CAPITAL: Voluntary Chapter 11 Case Summary LASSITER INDUSTRIES: Court Confirms Chapter 11 Plan LAZER COMBAT: Seeks to Extend Exclusive Filing Period to Sept. 28 LONG BLOCKCHAIN: Subsidiary Secures C$450,000 in Loans MONITRONICS INTERNATIONAL: S&P Lowers Issuer Credit Rating to 'SD' NEW ENGLAND MOTOR: Committee Taps CohnReznick as Financial Advisor NEW ENGLAND MOTOR: Committee Taps Elliott Greenleaf as Counsel NEW ENGLAND MOTOR: Committee Taps Lowenstein Sandler as Counsel NEW JERSEY HMFA-CAP: Moody's Affirms Ba1 for 2004A Bonds NGL ENERGY: Moody's Rates Proposed $450MM Sr. Unsec. Notes 'B2' NORTH GWINNETT: Seeks to Hire Jones & Walden as Legal Counsel NUSTAR ENERGY: Egan-Jones Withdraws B Local Currency Unsec. Rating OHC/GP I: Case Summary & 20 Largest Unsecured Creditors OLD FIREHOUSE OF POMONA: Seeks to Hire Raymond H. Aver as Counsel ORCHARD ACADEMY: Seeks to Hire Rabinowitz Lubetkin as Legal Counsel ORSE LLC: Seeks to Hire Eric A. Liepins as Legal Counsel PGX HOLDINGS: S&P Lowers ICR to 'CCC+ on Tight Covenant Headroom PRESSURE BIOSCIENCES: CFO's Departure Causes 10-K Filing Delay PRIMARY PROVIDERS: May 6 Hearing on Disclosure Statement PROJECT 19 HIGHLINE: Case Summary & 19 Unsecured Creditors PYRATECH SECURITY: May 9 Plan Confirmation Hearing QUEST PATENT: Delays Form 10-K Due to Lack of Resources RAYONIER ADVANCED: S&P Alters Outlook to Stable, Affirms BB- ICR REBEL ARMS: Seeks to Hire ARM Lawyers as Legal Counsel RIVERBED PARENT: S&P Downgrades ICR to 'B-' on Weak Performance RODAN & FIELDS: Moody's Lowers CFR to B2, Outlook Stable SC ENTERTAINMENT: Seeks to Hire Redman Ludwig as Legal Counsel SCHAEFER AMBULANCE: Seeks to Hire Ballard Rosenberg as Counsel SCHAEFER AMBULANCE: Seeks to Hire Steven Steese as Special Counsel SEDGWICK LLP: Committee Taps Hire Baker & Hostetler as New Counsel SENIOR HOUSING: S&P Cuts Issuer Credit Rating to BB+; Outlook Neg. SKIDZ ENTERPRISES: Taps Jennifer D. Joakim as Legal Counsel SOBEYS INC: DBRS Confirms BB(high) Issuer & Sr. Unsec. Rating SORENSON COMMUNICATIONS: S&P Hikes Issuer Credit Rating to 'B' STONEMOR PARTNERS: Incurs $72.7 Million Net Loss in 2018 SUNGARD AVAILABILITY: S&P Cuts ICR to D; Chapter 11 Filing Expected SYNERGY PHARMA: Equity Committee Seeks to Hire Stevens & Lee T CAT ENTERPRISE: Unsecureds to Get 25% in 8 Semi-Annual Payments TATA CHEMICALS: Moody's Affirms Ba3 CFR, Outlook Stable TENDERCARE PRESCHOOL: Taps Stone & Baxter as Legal Counsel TRI-STATE ENTERPRISES: Taps Libby & Nahmias as Special Counsel TWO BROTHERS: Seeks to Hire Freedom Law as Legal Counsel VIPER INC: Case Summary & 6 Unsecured Creditors WALDEN PALMS CONDOMINIUM: Seeks More Time to File Bankruptcy Plan WASHITA COUNTY PFA, OK: S&P Puts 'BB' Bond Rating on Watch Neg. WAYPOINT LEASING: Seeks to Extend Exclusive Filing Period to May 9 WEATHERFORD INTERNATIONAL: Adopts New Bonus and Retention Plans WESTERN COMMUNICATIONS: Taps John J. Howard as Real Estate Broker WESTERN COMMUNICATIONS: Taps Pacific Ocean Properties as Broker WESTERN COMMUNICATIONS: Taps Re/Max Coast as Real Estate Broker WESTJET AIRLINES: Moody's Gives Ba1 CFR & Alters Outlook to Stable WILLOWOOD USA: Committee Taps PwC as Financial Advisor WRENCH GROUP: Moody's Assigns B3 CFR, Outlook Stable XTAL INC: May 2 Disclosure Statement, Plan Confirmation Hearing [*] S&P Withdraws Revenue Bond Ratings from Four Federal Entities [^] BOND PRICING: For the Week from April 1 to 5, 2019 ********* 1356 HARRISON ST: Seeks to Hire Fuller Law Firm as Legal Counsel ---------------------------------------------------------------- 1356 Harrison St., LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire The Fuller Law Firm, P.C., as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors; assist in the preparation of a plan of reorganization; give advice regarding the possible sale or refinancing of its assets; and provide other legal services in connection with its Chapter 11 case. Fuller will be paid at these hourly rates: Lars Fuller Attorney $505 Saman Taherian Attorney $485 Joyce Lau Attorney $395 Claudia Flores Paralegal $150 The firm received the sum of $25,000, of which $5,929 was used to pay its pre-bankruptcy fees and $1,717 for the filing fee. The firm's attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Fuller can be reached through: Lars T. Fuller, Esq. Joyce K. Lau, Esq. The Fuller Law Firm, P.C. 60 N Keeble Ave. San Jose, CA 95126 Tel: (408) 295-5595 Fax: (408) 295-9852 E-mail: Fullerlawfirmecf@aol.com E-mail: lars.fullerlaw@gmail.com About 1356 Harrison St 1356 Harrison St, LLC, is the fee simple owner of a mixed-use real estate property located at 1356 Harrison St., San Francisco, California, valued by the company at $2.3 million. 1356 Harrison St sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 19-30264) on March 11, 2019. At the time of the filing, the Debtor disclosed $2,300,000 in assets and $2,054,919 in liabilities. The case is assigned to Judge Dennis Montali. 166 HILLSIDE: Court Extends Deadline to File Plan to May 15 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida extended the deadline for 166 Hillside LLC to file a Chapter 11 plan and disclosure statement to May 15. The court also extended the period during which only 166 Hillside can propose a bankruptcy plan to May 15. The extension will give the company more time to resolve the issue over the ownership of a property that it intends to sell. The company is hopeful the issue will be resolved before the court's next hearing scheduled for May 15 so that it can finally propose a plan. About 166 Hillside LLC 166 Hillside LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10706) on Dec. 13, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Caryl E. Delano. Dal Lago Law is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. 3C'S BLESSING: Seeks to Hire Business Management as Accountant -------------------------------------------------------------- 3C's Blessing, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Business Management Resources, Inc. as its accountant. The firm will provide these services: a. prepare or review monthly operating reports and statements of cash receipts and disbursements, including notes as to the status of non-payroll related tax liabilities and other indebtedness; b. prepare compiled financial statements as of the petition date; and c. prepare required state and federal tax filings. James Back, the firm's accountant who will be providing the services, will charge an hourly fee of $250. Mr. Back attests that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Business Management can be reached at: James M. Back Business Management Resources, Inc. 4625 Willoghby #6 Holt, MI 48842 About 3C's Blessing, Inc. 3C's Blessing, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10830) on March 21, 2019. In the petition signed by Adegboyega Otufale, president, the Debtor estimated $357,482 in assets and $1,210,915 in liabilities. Todd S. Cushner, Esq., at Cushner & Associates, P.C. represents the Debtor as counsel. 3C's Blessing conducts business under the names Little Caesars and Little Caesars Pizza, a pizza chain headquartered in Bronx, New York. 481 VIA HIDALGO: Seeks to Hire Bankruptcy Attorneys --------------------------------------------------- 481 Via Hidalgo LP seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ the Law Offices of Michael C. Fallon and the Law Offices of Steven M. Olson to give legal advice regarding its duties under the Bankruptcy Code and provide other services in connection with its bankruptcy case. Michael Fallon, Esq., and Steven Olson, Esq., the attorneys who will be handling the case, will each charge an hourly fee of $500. The firms' legal assistants will charge $150 per hour. Both attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firms can be reached through: Michael C. Fallon, Esq. Michael C. Fallon, Jr. Law Office of Michael C. Fallon 100 E. Street, Suite 219 Santa Rosa, CA 95404 Tel: (707) 546-6770 Fax: (707) 546-5775 Email: mcfallon@fallonlaw.net -- and -- Steven M. Olson, Esq. Jacob M. Faircloth, Esq. Law Offices of Steven M. Olson 100 E. Street, Suite 104 Santa Rosa, CA 95404 Tel: (707) 575-1800 Fax: (707) 575-1867 Email: smo@smolsonlaw.com About 481 Via Hidalgo LP 481 Via Hidalgo LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 19-30287) on March 15, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. The case is assigned to Judge Hannah L. Blumenstiel. 574 MOUNT HOLYOKE: Case Summary & Unsecured Creditor ---------------------------------------------------- Debtor: 574 Mount Holyoke LLC 574 Mount Holyoke Avenue Pacific Palisades, CA 90272 Business Description: 574 Mount Holyoke LLC describes its business as consulting writer. Chapter 11 Petition Date: April 4, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-13802 Judge: Hon. Barry Russell Debtor's Counsel: Negar Tehrani, Esq. TEHRANI LAW FIRM 512 S. San Vicente Blvd Ste 4 Los Angeles, CA 90048 Tel: 424-777-0633 Fax: 844-584-3444 E-mail: negar@tehranilawfirm.com Total Assets: $2,200,000 Total Debts: $2,500,000 The petition was signed by Vincent Foster, managing member. The Debtor lists Barrett Daffin Frappier Trader & Weiss, LLC as its sole unsecured creditor holding a claim of $500,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-13802.pdf 919 PROSPECT AVE: Trustee Taps Gottlieb & Janey as New Counsel -------------------------------------------------------------- Ian Gazes, the Chapter 11 trustee for 919 Prospect Ave LLC, received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Gottlieb & Janey LLP as his new legal counsel effective Jan. 2. Gottlieb will substitute for Gazes LLC, the firm initially tapped by the trustee to represent him in the Debtor's Chapter 11 case. Gottlieb will provide these services: (a) advise the trustee on the conduct of the case, including legal and administrative requirements of operating in Chapter 11 such as the consummation of a confirmed plan; (b) attend meetings and negotiate with representatives of the creditors and other parties-in-interest; (c) take all necessary actions to protect and preserve the Debtor's estate; (d) prepare pleadings and other papers necessary or otherwise beneficial to the administration of the Debtor's estate; (e) appear before the bankruptcy court and any appellate courts to represent the interests of the trustee and the Debtor's estate; and (f) perform all other necessary or otherwise beneficial legal services to the trustee to administer the estate. Gottlieb & Janey's hourly fees are: Partners $850 Counsel $650 Associates $550 to $450 Paraprofessional Staff $200 Derrelle Janey, Esq., a partner at Gottlieb & Janey, attests that his firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code and does not hold nor represent an interest adverse to the Debtor's estate. The firm can be reached at: Derrelle M. Janey, Esq. David Dinoso, Esq. Gottlieb & Janey LLP 111 Broadway, Suite 701 New York, NY 10006 Phone: (212) 566-7766 Tel: (212) 374-1506 Email: djaney@gottliebjaney.com About 919 Prospect 919 Prospect Ave LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13569) on Dec. 22, 2016, disclosing total assets of $5 million and total liabilities of $2.40 million. The petition was signed by Seth Miller, managing member of Debtor and the trustee of White Oak Profit Sharing Plan, which is also a member of the Debtor. The Hon. Shelley C. Chapman is the case judge. Rosen, Kantrow & Dillon, PLLC, served as the Debtor's bankruptcy counsel. Ian J. Gazes was appointed as Chapter 11 trustee. The trustee hired MYC & Associates, Inc. as property manager; and CBIZ Accounting, Tax and Advisory of New York, LLC as financial advisor. ABR BUILDERS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: ABR Builders LLC 39 West 38th Street, Suite 1100W New York, NY 10017 Business Description: ABR Builders -- http://abrbuilders.com-- is a general contractor serving New York City and the adjoining areas. Since its founding in 1995, the Company has constructed high-end residential houses and commercial projects such as private medical clinics. ABR manufactures all custom architectural, structural, and interior components through its in-house resources. The firm's internal capabilities include architectural design, shop drawing development, structural steel detailing and erection, masonry, stonework, carpentry and all other interior construction trades, as well as electrical and plumbing installation. ABR operates its own fabrication facility that produces custom stonework, cabinetry, windows, and structural steel elements. Chapter 11 Petition Date: April 4, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-11041 Debtor's Counsel: Leo Fox, Esq. 630 Third Avenue, 18th Floor New York, NY 10017 Tel: (212) 867-9595 Fax: (212) 949-1847 E-mail: leo@leofoxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Boleslav Ryzinski, 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/nysb19-11041.pdf ACETO CORP: Committee Seeks to Hire Houlihan as Investment Banker ----------------------------------------------------------------- The official committee of unsecured creditors of Aceto Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an investment banker. The committee proposes to retain Houlihan Lokey Capital, Inc., to analyze the business plans of the company and its affiliates; assess the financial issues and options concerning the Debtors' bankruptcy plan or sale of their assets; assist in marketing the assets and identifying potential buyers; review the Debtors' financial statements; and provide other financial advisory and investment banking services. Houlihan Lokey will be paid a non-refundable monthly cash fee of $125,000 for the first three months and $100,000 for each month thereafter. In addition, the firm will receive a fee in the amount of $1.25 million to be paid in cash. Houlihan Lokey will earn the fee upon confirmation of a bankruptcy plan. Stephen Spencer, managing director of Houlihan Lokey, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen Spencer Houlihan Lokey Capital, Inc. 225 South Sixth Street, Suite 4950 Minneapolis, MN 55402 Tel: 612.338.2910 / 612.215.2252 Fax: 612.338.2938 About ACETO Corp. ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). The Company employs approximately 180 people. With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and 8 affiliates sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons & Simmons as foreign counsel; PJT Partners LP as investment banker and financial advisor; AP Services LLC as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. ACETO CORP: Committee Seeks to Hire Porzio Bromberg as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Aceto Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to retain Porzio, Bromberg & Newman, P.C., as its legal counsel. The firm will advise the committee of its powers and duties under the Bankruptcy Code; represent the committee in its consultations with Aceto and its affiliates; analyze claims of creditors; assist the committee in connection with the Debtors' proposed sale of their assets; investigate the Debtors' acts, conduct and financial condition; and provide other legal services in connection with the Debtors' Chapter 11 cases. The firm will be paid at these hourly rates: Attorneys $375 - $850 Paraprofessionals $185 - $250 Warren Martin Jr., Esq., a principal of Porzio Bromberg, disclosed in court filings that the firm and its attorneys and other employees are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Warren J. Martin Jr., Esq. Porzio, Bromberg & Newman, P.C. 100 Southgate Parkway Morristown, NJ 07962-1997 Phone: 973.889.4006 Email: wjmartin@pbnlaw.com About ACETO Corp. ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). The Company employs approximately 180 people. With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and 8 affiliates sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons & Simmons as foreign counsel; PJT Partners LP as investment banker and financial advisor; AP Services LLC as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. ACHAOGEN INC: Robert Duggan Has 5.3% Stake as of April 3 -------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individual reported beneficial ownership of shares of common stock of Achaogen, Inc. as of April 3, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ----------- ---------- Robert W. Duggan 3,384,153 5.3% Genius Inc. 170 Less Than 1% Blaze-On Corporation 30,000 Less Than 1% Robert W. Duggan Foundation 100,255 Less Than 1% The aggregate percentage of Shares reported owned by each of the Reporting Persons is based on 63,879,995 Shares outstanding, as of March 25, 2019, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K, filed with the SEC on April 1, 2019. As of the close of business on April 5, 2019, Mr. Duggan directly owned 3,253,728 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. A full-text copy of the regulatory filing is available for free at: https://is.gd/U0R0Gr 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 reported a net loss of $186.51 million for the year ended Dec. 31, 2018, compared to a net loss of $125.61 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Achaogen had $82.29 million in total assets, $88.57 million in total liabilities, and a total stockholders' deficit of $6.28 million. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ACI WORLDWIDE: Moody's Lowers Rating on Sr. Unsec. Notes to B2 -------------------------------------------------------------- Moody's Investors Service affirmed ACI Worldwide, Inc.'s Ba3 corporate family rating and Ba3-PD Probability of Default Rating, and downgraded the senior unsecured notes rating from B1 to B2. Moody's also affirmed ACI's SGL-2 speculative grade liquidity rating. The outlook remains stable. These rating actions follow the company's announcement in February 2019 that it will acquire Western Union's US-based Speedpay payment services for a $750 million all-cash consideration, plus transaction fees. The financing includes a new delayed-draw $500 million senior secured term loan, a $250 million draw on the $500 million senior secured revolver and cash on hand. ACI will also amend and extend the existing $285 million senior secured term loan to match the terms of the new delayed-draw term loan. The acquisition is expected to close in 2Q19. Rating Action: Issuer: ACI Worldwide, Inc. Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD5) from B1 (LGD5) Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba3 Outlook Actions: Issuer: ACI Worldwide, Inc. Outlook, Remains Stable RATINGS RATIONALE The incremental $750 million of debt to finance Speedpay brings leverage to approximately 4.5x (Moody's adjusted), which is very high for the Ba3 CFR rating. Moody's expects ACI will use free cash flow to pay down debt over the next 12-18 months, bringing adjusted leverage under 4.0x, a level more appropriate with the rating. There will be downward pressure on the ratings if the expected debt pay-down does not materialize. While ACI has a history of debt-funded acquisitions, Speedpay is the largest to date, which elevates integration risks and pressures ratings. ACI operates in the very competitive payment software and services industry against large, well-capitalized players, which weighs on the credit. Ratings are supported by ACI's stable revenue stream, driven by a base of recurring revenue, long-term software licensing contracts with renewal rates exceeding 95%, and a large backlog, which accounts for over 75% of annual revenue. ACI has a strong market position and longstanding legacy relationships in the payments software industry. The combination of predictable revenues and profitability with modest capital expenditure requirements results in consistent positive free cash flow generation. Historically, ACI has relied on its legacy on-premise retail payment solutions as the main driver of EBITDA and free cash flow, resulting in product concentration risk. The acquisition of Speedpay expands the product suite by adding 270 large clients within the Bill Pay segment. ACI's SGL-2 speculative grade liquidity rating reflects Moody's expectation of good liquidity over the next year. ACI had a cash balance of $149 million as of December 2018 and is expected to have about $250 million of availability on its 5-year $500 million revolver, pro forma with the Speedpay acquisition. Moody's also expects free cash flow above $150 million over the next year, resulting in more than sufficient internal liquidity sources to fund its operating needs. The SGL-2 rating also incorporates Moody's expectation that ACI will maintain a cushion of at least 25% on its covenant metrics. The stable outlook reflects Moody's expectation that ACI's revenue will grow organically in the mid-single-digit range, benefiting from expected growth in the payments industry and the timing of large contracts that were delayed in late 2018. Moody's anticipates debt to EBITDA (Moody's adjusted) will decline from the 4.5x peak pro forma with the Speedpay transaction, expected to close in 2Q19, to under 4.0x within 12 months as a result of debt repayment. An upgrade is unlikely over the next 12 months following the increase in leverage to finance the Speedpay acquisition. In the long term, the rating could be upgraded if ACI's strategy is producing an improved market position, as evidenced by consistent organic revenue growth and an expansion of its EBITDA margin (Moody's adjusted) towards 30%. An upgrade would also require a commitment to balancing the interests of shareholders and creditors by reducing leverage through both EBITDA growth and absolute debt reduction, such that debt to EBITDA is sustained below 3.0x and free cash flow to debt is sustained above 20% (all credit metrics Moody's adjusted). The rating could be downgraded if ACI's revenue growth falls behind expectations or if Moody's believes that its EBITDA margin (Moody's adjusted) will be sustained below 20%, both of which would indicate that ACI is losing market share and pricing power. Ratings could be lowered as well if ACI is not able to successfully integrate Speedpay, resulting in lower than expected revenue growth and margins. Shareholder-friendly policies prior to a material debt reduction could also result in a downgrade. Ratings could be lowered as well if credit metrics deteriorate, such that free cash flow to debt will be sustained under 10% or debt to EBITDA will remain above 4.0x (all credit metrics Moody's adjusted). The incremental $750 million of secured debt (unrated) in the pro forma capital structure further subordinates the $400 million 5.75% unsecured notes, resulting in the downgrade from B1 to B2. The senior unsecured notes are rated two notches below the Ba3 corporate family rating. The principal methodology used in these ratings was Software Industry published in August 2018. ACI develops and implements payments software for financial institutions, merchants, corporations and payment processors to facilitate electronic transactions such as wire transfers, credit and debit card transactions and other digital payments. The company is based in Naples, Florida. ARSHAM METAL: Taps Hoover Slovacek as Legal Counsel --------------------------------------------------- Arsham Metal Industries, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoover Slovacek, LLP as its legal counsel. The firm will provide these services: a. assist the Debtor in the administration of its Chapter 11 case; b. analyze the Debtor's assets and liabilities, investigate the extent and validity of liens, and participate and review any proposed asset sales or dispositions; c. attend meetings and negotiate with representatives of secured creditors; d. assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement; and e. take all necessary actions to protect and preserve the Debtor's interests. The hourly billing rates for Hoover Slovacek are: Edward Rothberg $500 Deirdre Carey Brown $400 Melissa Haselden $385 Curtis McCreight $335 Brendetta Scott $335 Vianey Garza $285 Legal Assistants/ Paralegals $115-$125 Melissa Haselden, Esq., at Hoover Slovacek, attests that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Melissa Anne Haselden, Esq. Hoover Slovacek LLP Galleria II Tower 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713.977.8686 Fax: 713.977.5395 E-mail: Haselden@hooverslovacek.com About Arsham Metal Industries, Inc. Arsham Metal Industries, Inc. is a full service scrap metal processing and recycling company based in Houston, Texas. The company provides copper, brass, lead, iron, steel, and brass recycling and processing services. Arsham Metal Industries, Inc. sought protection under Chapter 11 of Title 11 of the Bankruptcy Code, 11 U.S.C. Secs. 101 et seq. (Bankr. S.D. Tex. Case No. 19-31268) on March 4, 2019. In the petition was signed by Jeffery Arsham, chief operating officer, the Debtor estimated $1 million to $10 million in both assets and liabilities. Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, represents the Debtor as counsel. The Hon. David R. Jones presides over the case. AVIATION TRENDS: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Aviation Trends, LLC 3919 Hickory Hill Road Memphis, TN 38115 Business Description: Aviation Trends, LLC is a privately held company engaged in the business of aircraft engine servicing and maintenance. Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Case No.: 19-22841 Judge: Hon. George W. Emerson Jr. Debtor's Counsel: Bo Luxman, Esq. LUXMAN LAW FIRM 44 North Second Street, Suite 1004 Memphis, TN 38103 Tel: 901-526-7770 Fax: 901-526-7957 E-mail: Bo@luxmanlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Karen Smith, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/tnwb19-22841.pdf BARKER BOATWORKS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Barker Boatworks, LLC 7910 25th Court E., #115 Sarasota, FL 34243 Business Description: Founded in 2014 by current President, Kevin Barker, Barker Boatworks, LLC designs and builds boats. All Barker Boats are "Built to Order" to the exact specifications of the customer's request. Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-03138 Debtor's Counsel: Amy Denton Harris, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: aharris.ecf@srbp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Barker, manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-03138_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb19-03138.pdf BARRACUDA NETWORKS: Moody's Raises CFR to B2, Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Barracuda Networks, Inc. Corporate Family Rating to B2 from B3. Moody's also affirmed the company's B2 rating on its first lien debt. The upgrade reflects the company's continued growth and progress it has made reducing its cost structure since going private in February 2018. The company is also repaying all of its second lien debt with additional first lien debt. At closing of the refinancing, the first lien debt will represent all the funded debt in the capital structure and thus rated the same as the B2 Corporate Family Rating. The ratings on the second lien debt will be withdrawn at that time. The outlook is stable. Ratings Rationale Barracuda's B2 Corporate Family Rating is driven by its very high leverage offset by its strong niche position in the cyber security industry. Run rate pro forma leverage is just under 7x based on November 2018 results but actual leverage is substantially higher. Run rate pro forma free cash flow to debt is approaching 5% before deferred employee stock payments but breakeven without those adjustments. Significant subjective adjustments are required to assess the run rate performance, nonetheless Moody's expects actual leverage to trend towards 6x and free cash flow to debt well above 5% over the next 12-18 months. While deferred stock payments continue to be a large use of cash, the owners effectively set aside cash at closing to fund the payments triggered by the leveraged buyout. Barracuda has built a strong niche position providing security and storage appliances and software to mid-market companies. The company's backup, firewall and email security products are tailored in capabilities and price point to the needs of mid-sized companies. Though Barracuda is much smaller than many of its security and storage peers, it has a leading market position in its target niche. Security and data protection spending is expected to grow at high single digit rates over the next several years driven by constantly evolving threats, compliance requirements and the shift of corporate workloads to the cloud. The stable ratings outlook reflects Moody's expectations of mid-single digit growth and solid free cash flow after deferred stock payments over the next 12-18 months. The ratings could be downgraded if leverage is expected to remain above 7x and free cash flow below 5% on other than a temporary basis. The ratings could be upgraded if leverage is expected to remain below 5x and free cash flow to debt above 10%. Liquidity is good based on cash on hand, expectations of positive free cash flow after deferred stock payments over the next year and an undrawn $75 million revolver. The company had $135 million of cash as of November 30, 2018. The following ratings were affected: Issuer: Barracuda Networks, Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD4 from LGD3) Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD4 from LGD3) Outlook Actions: Outlook, Changed To Stable From Positive The principal methodology used in these ratings was Software Industry published in August 2018. Barracuda Networks, Inc. is a provider of storage and security appliances and software and reported GAAP revenues of $354 million for the twelve months ended November 2018. The company, headquartered in Campbell, CA is owned by private equity firm Thoma Bravo. BARRACUDA NETWORKS: S&P Rates New $205MM First-Lien Term Loan 'B-' ------------------------------------------------------------------ S&P Global Ratings assigned a 'B-' rating to Barracuda Networks Inc.'s new $205 million first-lien term loan B, with a recovery rating of '3' (rounded estimate: 50%). The new incremental $205 million will be earmarked to pay down the company's outstanding $205 million second-lien term loan. The new first lien's terms and maturity will be substantially the same as Barracuda's existing $555 million first-lien term loan. Meanwhile, S&P affirmed the 'B-' issue-level rating on the senior secured first-lien debt. The '3' recovery rating is unchanged but the rating agency revised the recovery expectation to 50%, down from 65%, in the event of payment default. S&P also affirmed its 'B-' issuer credit rating on Barracuda. S&P's rating on Barracuda Networks Inc. reflects the company's extremely high pro forma leverage, which the rating agency estimates will remain over 10x through fiscal 2020. In addition, Barracuda has a niche focus on middle-market companies and operates at a smaller scale than some of its similarly rated software peers. Credit strengths include the company's high recurring revenue stream, above-industry-average growth rate, diversified customer base, and high customer retention rates. The rating also reflects S&P's expectation that Barracuda will maintain adequate liquidity and sufficient cash on its balance sheet. The stable outlook reflects S&P's expectation that Barracuda will support its substantial debt burden through sustained revenue growth in core products, improving EBITDA margins, and recurring cash flow generation. The rating agency anticipates strong recurring revenue growth in the company's core product segments, which currently represent approximately 85% of recurring revenue. "We could lower the rating if Barracuda's performance suffers from sales execution missteps or slowing customer demand growth, leading to sustained high leverage or persistently negative free cash flow. We could also downgrade Barracuda if the company's sources of cash do not cover uses of cash," S&P said. "Barracuda's extremely high leverage strongly limits the prospects for an upgrade over the next 12 months. However, over the longer term we would look to sustained revenue growth, expanding EBITDA margins, and leverage maintained under 7x as factors for an upgrade. We could also consider an upgrade if Barracuda generates free operating cash flow to debt above 5% or the company prioritizes debt reduction," S&P said. BELLATRIX EXPLORATION: S&P Cuts ICR to 'D' on Skipped Payment ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Bellatrix Exploration Ltd. to 'D' from 'CCC'. Its 'D' issue-level rating and '2' recovery rating on the company's senior unsecured notes due 2020 are unchanged. The downgrade follows Bellatrix's decision to skip the interest payment on its 6.75% C$50 million convertible debentures, which was due March 31, 2019. The company opted to not pay the interest as part of a proposed recapitalization transaction, involving exchange transactions with senior unsecured and convertible debenture debtholders. "Based on our estimates of its low cash flow generation and constrained liquidity, we believe it is highly uncertain that the company will remain current on substantially all of its obligations, absent completing the proposed restructuring plan. Moreover, we believe there is little likelihood of Bellatrix's financial position improving, based on our expectation that persistently challenging market conditions in Western Canada will limit the company's ability to generate cash flow," S&P said. Bellatrix is a Calgary, Alta.-based exploration and production company operating in the Ferrier, Willesden Green, and Pembina areas. As of Dec. 31, 2018, the company had a total net proved reserve base of 893 billion cubic feet equivalent and a proved developed ratio of 43%. Gas represents 69% of Bellatrix's total proved reserve base. The company operates and has a 25% ownership interest in a deep-cut gas plant at Alder Flats with nameplate capacity of 230 million cubic feet per day. BLACKRIDGE TECHNOLOGY: Delays 2018 Annual Report Filing ------------------------------------------------------- Blackridge Technology International, Inc. has filed with the U.S. 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. Blackridge Technology was unable to file its Annual Report on a timely basis because the Company and its external auditors need additional time to complete certain reviews and analyses, primarily related to the beneficial conversion feature on its convertible debt. The Company anticipates that it will file the Form 10-K no later than the fifteenth calendar day following the prescribed filing date. Revenue for the year ended Dec. 31, 2018 was $123,886 compared to $81,968 for the year ended Dec. 31, 2017. Operating expense for the year ended Dec. 31, 2018 was $13,658,850, compared to $13,323,460 for the year ended Dec. 31, 2017. Interest expense for the year ended Dec. 31, 2018 was $3,114,127, compared to $686,990 for the year ended Dec. 31, 2017. Net loss for the twelve months ended Dec. 31, 2018 is expected to be $17,139,714 compared to net loss of $15,345,644 for the twelve months ended Dec. 31, 2017. About BlackRidge Technology Headquartered in Reno, Nevada, BlackRidge Technology, formerly known as Grote Molen, Inc. -- http://www.blackridge.us/-- develops and markets next generation cyber defense solutions that enables its customers to deliver more secure and resilient business services in today's rapidly evolving technology and cyber threat environments. The Company's network, server, and cloud security products are based on its patented Transport Access Control technology and are designed to isolate, cloak and protect servers and cloud services from cyber-attacks and block unauthenticated access. BlackRidge products are used in enterprise and government computing environments, the industrial Internet of Things (IoT), commercial blockchains, and other cloud service provider and network systems, military grade and patented network security technology. Blackridge Technology incurred a net loss of $15.34 million in 2017 compared to a net loss of $7.21 million in 2016. As of Sept. 30, 2018, BlackRidge had $11.19 million in total assets, $6.03 million in total liabilities, and $5.15 million in total stockholders' equity. Haynie & Company, in Salt Lake City, Utah, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. BROADCAST SYSTEMS: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Debtor: Broadcast Systems & Equipment Inc. 5311 John Lucas Drive, Unit 1 Burlington, ON Canada Business Description: Broadcast Systems & Equipment Inc. supplies hardware and software solutions to the Canadian broadcasting industry. Chapter 15 Petition Date: April 4, 2019 Court: United States Bankruptcy Court Northern District of Illinois (Eastern Division) Chapter 15 Case No.: 19-09737 Judge: Hon. Jack B. Schmetterer Foreign Representative: Graeme Hamilton Crowe Soberman Inc. Trustee of the estate appinted by the Official Receiver 2 St. Clair Ave, Suite 1100 Toronto, ON, Canada Foreign Proceeding in Which Appointment of the Foreign Representative Occurred: In the matter of the bankruptcy of Broadcast Systems & Equipment, Inc. District of Ontario, Canada, Division No. 09, Court No. 32- 2400370, Estate No. 32-2400370 Foreign Representative's Counsel: Michael T. Gustafson, Esq. FAEGRE BAKER DANIELS LLP 311 South Wacker Drive, Suite 4300 Chicago, IL 60606 Tel: (312) 212-6500 (312) 356-5043 Email: mike.gustafson@FaegreBD.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the Chapter 15 petition is availble for free at: http://bankrupt.com/misc/ilnb19-09737.pdf C & S JANITORIAL: Taps Margaret M. McClure as Legal Counsel ----------------------------------------------------------- C & S Janitorial Services, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire the Law Office of Margaret M. McClure as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm will be paid at these hourly rates: Attorney $400 Paralegal $150 McClure received a retainer of $30,000, which included the filing fee of $1,717. Margaret McClure, Esq., the firm's attorney who will be handling the case, disclosed in court filings that she does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Margaret Maxwell McClure, Esq. Law Office of Margaret M. McClure 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 Email: margaret@mmmcclurelaw.com About C & S Janitorial Services C & S Janitorial Services, Inc., a full-service janitorial company based in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31497) on March 19, 2019. It previously sought bankruptcy protection on July 10, 2014 (Bankr. S.D. Tex. Case No. 14-33846). At the time of the new filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. CAMP HARMONY: Seeks to Hire Rabinowitz Lubetkin as Legal Counsel ---------------------------------------------------------------- Camp Harmony, Inc. seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire Rabinowitz, Lubetkin & Tully, LLC as its legal counsel. The firm will provide legal services including court appearances, research, preparation and drafting of pleadings and other documents, preparation for court hearings and related work, negotiations and advice with respect to its Chapter 11 case. Rabinowitz Lubetkin will be paid at these hourly rates: Partners $325 to $550 Associates $195 to $325 Paralegals $150 The firm will also be reimbursed for work-related expenses incurred. Jay Lubetkin, Esq., a partner at Rabinowitz Lubetkin, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Rabinowitz Lubetkin can be reached at: Jay L. Lubetkin, Esq. Rabinowitz, Lubetkin & Tully, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: (973) 597-9100 About Camp Harmony, Inc. Camp Harmony, Inc., a family-owned and operated day camp founded in 1926, offers outdoor camp experience with things like heated pools, adventure ropes course, nature trail and yurt, outdoor hockey rink, and 400-foot zip line. Camp Harmony sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-15298) on March 15, 2019, listing under $1 million in both assets and liabilities. Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC represents the Debtor as counsel. CHERRY BROS: Seeks to Hire Benesch Friedlander as Counsel --------------------------------------------------------- Cherry Bros., LLC and C. Bros. Holdings, LLC seek authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Benesch, Friedlander, Coplan & Aronoff LLP as their bankruptcy counsel nunc pro tunc to March 18. The services Benesch will render are: a. advise the Debtors of their rights, powers, and duties in the continued operation and management of their business and property; b. attend meetings and negotiate with representatives of creditors and other parties in interest; c. prepare court documents and review financial reports to be filed with the court; d. advise the Debtors concerning the sale of their assets, debt and lease restructuring, and related transactions; e. review the nature and validity of liens asserted against the Debtors' property and advise the Debtors concerning the enforceability of such liens; f. advise the Debtors concerning the actions that they might take to collect and recover property; g. assist the Debtors in the formulation, negotiation, and confirmation of a Chapter 11 plan and related documents; and h. perform other legal services necessary to administer their bankruptcy cases. The firm's standard hourly rates are: Michael Barrie Partner $650 Jennifer Hoover Partner $570 Kevin Capuzzi Partner $440 John Gentile Associate $310 LouAnne Molinaro Paralegal $300 Patrice Parson Paralegal $300 Michael Barrie, Esq., a partner at Benesch Friedlander, attests that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael J. Barrie, Esq. Jennifer R. Hoover, Esq. Benesch, Friedlander, Coplan & Aronoff LLP 1650 Market Street, Suite 3628 Philadelphia, PA 19103 Tel: (302) 442-7010 Fax: (302) 442-7012 Email: mbarrie@beneschlaw.com jhoover@beneschlaw.com About Cherry Bros. Cherry Bros., LLC is a privately held miscellaneous durable goods merchant wholesaler. Cherry Bros. and its affiliate C. Bros. Holdings, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Penn, Lead Case No. 19-11644) on March 18, 2019. The petitions were signed by Larry Cherry, authorized representative. At the time of the filing, Cherry Bros. had estimated assets of $1 million to $10 million and estimated debts of $10 million to $50 million. C. Bros. Holdings had estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtors tapped Michael Jason Barrie, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, as their legal counsel. CIENA CORP: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+ -------------------------------------------------------------- Egan-Jones Ratings Company, on March 29, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Ciena Corporation to BB+ from BB. Ciena Corporation is a United States-based global supplier of telecommunications networking equipment, software, and services. The company was founded in 1992 and is headquartered in Hanover, Maryland. COALINGA REGIONAL: Committee Seeks to Hire Smiley Wang as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Coalinga Regional Medical Center seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Smiley Wang-Ekvall, LLP as its legal counsel. The firm will advise the committee of its powers and duties under the Bankruptcy Code; represent the committee in its consultations with the Debtor and creditors; assist in reviewing the proposed lease and sale of the Debtor's assets; investigate the operation of the Debtor's affairs; participate in the preparation of a plan of adjustment; and provide other legal services in connection with the Debtor's Chapter 9 case. Robert Marticello, Esq., and Michael Simon, Esq., the principal attorneys who will be representing the committee, will charge $560 per hour and $340 per hour, respectively. Smiley Wang-Ekvall does not represent any entity that has an adverse interest in connection with the Debtor or its bankruptcy case, according to court filings. The firm can be reached through: Robert S. Marticello, Esq. Smiley Wang-Ekvall, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 Main: 714 445-1000 Direct: 714 445-1023 Fax: 714 445-1002 Email: rmarticello@swelawfirm.com About Coalinga Regional Medical Center Established in 1938, Coalinga Regional Medical Center -- http://coalingamedicalcenter.com-- provides these health care services to the community: acute care, emergency department, licensed laboratory, physical therapy, radiology department, respiratory therapy, skilled nursing facility, D.O.T. exams and industrial medicine. Coalinga Regional Medical Center sought protection under Chapter 9 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-13677) on Sept. 7, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The Debtor tapped Riley C. Walter, Esq., at Walter Wilhelm Law Group as its legal counsel. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors on Nov. 27, 2018. COOL HOLDINGS: Delays Filing of 2018 Annual Report -------------------------------------------------- Cool Holdings, Inc. has filed with the U.S. 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. Cool Holdings was unable to timely prepare its Annual Report by the filing deadline due to the Company requiring additional time to compile its first Annual Report after its merger with Cooltech Holding Corp. completed on March 12, 2018 and a change of auditors on Jan. 2, 2019. The Company intends to file its Annual Report within the fifteen-day extension period. About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation -- http://www.coolholdings.com/-- is a Miami-based company focused on premium retail brands. It is currently comprised of OneClick, a chain of retail stores and an authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs; Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands; and verykool, a brand of wireless handsets, tablets and related products the Company sells to carriers, distributors and retailers in Latin America. Infosonics reported net losses of $4.67 million in 2017, $2.83 million in 2016, and $1.24 million in 2015. As of Sept. 30, 2018, Cool Holdings had $28.68 million in total assets, $15.07 million in total liabilities, and $13.60 million in total stockholders' equity. Cool Holdings stated in its Quarterly Report for the period ended Sept. 30, 2018, that because the Company has sustained significant losses over the past year and has a substantial amount of debt that has matured and will mature in the coming year, management has substantial doubt that the Company could remain independent and continue as a going concern for the required period of time if it were not able to refinance or restructure its existing debt and raise additional capital to fund its working capital needs. CORSI CAB: Seeks to Hire Rosenberg Musso as Legal Counsel --------------------------------------------------------- Corsi Cab Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Rosenberg, Musso & Weiner, LLP, as its legal counsel. The firm will advise the company and its affiliates of their rights and duties under the Bankruptcy Code and will provide other legal services in connection with their Chapter 11 cases. The firm will be paid at these hourly rates: Partners $650 Associates $525 The Debtors paid the firm initial retainer fees in the total amount of $21,000. Bruce Weiner, Esq., a partner at Rosenberg, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bruce Weiner, Esq. Rosenberg, Musso & Weiner, LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Phone: 718-855-6840 Email: courts@nybankruptcy.net About Corsi Cab Corp. Corsi Cab Corp. and its affiliates operate 3 related businesses at 544 Howard Avenue, 1A Staten Island, NY 10301 that together own 7 taxi medallions. Corsi Cab Corp., Anba Taxi, Inc., and Sincere Cab Corp. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 18-47204) on Dec. 18, 2018. The Debtors are represented by Bruce Weiner, Esq. of Rosenberg Musso & Weiner LLP. In the petitions signed by Morsi A. Abdou, president and shareholder, Corsi Cab estimated both assets and liabilities of less than $500,000; and both Anba Taxi and Sincere Cab estimated less than $1 million in assets and less than $500,000 in liabilities. CREATIVE GLOBAL: Seeks to Hire Levene Neale as Legal Counsel ------------------------------------------------------------ Creative Global Investment Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization; assist the Debtor in obtaining bankruptcy financing; conduct examinations; and provide other legal services in connection with its Chapter 11 case. The firm will be paid at these hourly rates: Attorneys $450 to $625 Paraprofessionals $250 The retainer fee is $75,000, which included the filing fee of $1,717. Levene is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David B. Golubchik, Esq. Juliet Y. Oh, Esq. Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: dbg@lnbyb.com E-mail: jyo@lnbyb.com About Creative Global Investment Creative Global Investment Inc. is a privately held company engaged in financial investment activities. Creative Global Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13044) on March 20, 2019. At the time of the filing, the Debtor disclosed $36,691 in assets and $5,388,873 in liabilities. The case has been assigned to Judge Sandra R. Klein. CURVATURE INC: Moody's Affirms Caa3 CFR Amid Distressed Exchange ---------------------------------------------------------------- Moody's Investors Service said the recently executed amendment to Curvature, Inc.'s second lien notes purchase agreement constitutes a distressed exchange. The rating agency affirmed its ratings for the company, including the Caa3 Corporate Family Rating (CFR) and Caa3-PD Probability of Default Rating (PDR), as well as the Caa2 senior secured first lien credit facility ratings, but appended the PDR with an "/LD" designation (to Caa3-PD/LD) to reflect the limited default event. The "/LD" designation will be removed after three business days. The ratings outlook remains negative. "The transaction offers a temporary liquidity reprieve in the form of now PIKing interest payments for the second lien debt, but we believe a more fulsome restructuring will likely be needed, even if performance improves," said Harold Steiner, Moody's lead analyst for Curvature. Financial sponsor Partners Group is purchasing $30 million of a new class of notes at par, while second lien noteholders accrue interest instead of receiving cash interest payments approximating $18 million annually for two years. Curvature has struggled operationally, and Moody's believes recent trends point to a low likelihood of sufficient turnaround to fully satisfy the heavy debt service requirement associated with its highly levered balance sheet. Earnings would need to improve meaningfully in order for the company to again generate positive free cash flow and evidence a more financeable profile, according to the rating agency. Doing so would require the achievement of market growth rates in the company's third-party maintenance business (TPM) and a reversal of recent declines in its services business. Moody's believes that this will remain challenging, particularly as secondary hardware sales continue to face pressure from the activities of certain OEMs, and as the company needs to do more with less resource following lay-offs in January 2019. Moody's took the following actions for Curvature, Inc.: Probability of Default Rating, Affirmed Caa3-PD and appended to Caa3-PD/LD Corporate Family Rating, Affirmed Caa3 Senior Secured First Lien Revolving Credit Facility, Affirmed Caa2 (LGD3) Senior Secured First Lien Term Loan, Affirmed Caa2 (LGD3) Outlook, Remains Negative RATINGS RATIONALE Curvature's Caa3 CFR broadly reflects the company's deemed unsustainable capital structure and continued cash burn, notwithstanding the now PIKing interest on its second lien notes through 2020. The company's EBITDA currently just covers its remaining cash interest burden. Moody's expects earnings will decline further in 2019 as secondary hardware sales continue to face pressure and near-term improvements in maintenance and services revenues remain limited. Moody's noted that Curvature's TPM and services business had been growing at below market rates prior to the difficulties experienced with the acquisition of legacy Curvature, and that recent quarterly revenues have trended in the wrong direction. Constrained liquidity and less resource following numerous headcount reductions and other cost saving initiatives will likely only further impede turnaround efforts. Nevertheless, the company derives support from the recurring nature of its maintenance revenues, the absence of near-term debt maturities, and sufficient liquidity through 2020. The negative outlook reflects Moody's expectation that the company will be unable to reverse and improve recent operating trends at levels sufficient to preserve liquidity over the next 12-18 months and stave off a more fulsome restructuring longer term. The ratings could be upgraded if Curvature is able to reverse recent operating trends and profitably grow its TPM and services businesses in the high single-digit percent range on a sustained basis. Moody's would require earnings to be sufficient enough to pay cash interest on both the first lien and second lien facilities prior to considering an upgrade. The ratings could be downgraded if the company's operating performance continues to weaken or liquidity deteriorates. An increase in the prospect of another balance sheet restructuring could also prompt a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in North Carolina, Curvature, Inc. is a provider of third-party maintenance (TPM), secondary hardware, and outsourced IT systems support offerings, delivering services for servers, storage and networking equipment. Curvature is privately held with a majority stake held by Partners Group, and therefore financial disclosure may be limited. The company generated approximately $450 million of revenue in 2018. DESERT RIBS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Five affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Desert Ribs LLC (Lead Case) 19-04003 14795 N 78th Way, Suite 100 Scottsdale, AZ 85260 Famous Charlie LLC 19-04004 Famous Freddie LLC 19-04006 Famous George LLC 19-04009 Famous Gracie LLC 19-04010 Business Description: Desert Ribs and its subsidiaries are privately held companies in the restaurant business. Each of the Debtors are limited liability companies formed under the statutes of the State of Delaware. Desert Ribs is the 100% sole member of Famous Charlie, Famous Freddie, Famous George, and Famous Gracie. Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda K. Martin Debtors' Counsel: Michael W. Carmel, Esq. MICHAEL W. CARMEL, LTD. 80 E. Columbus Ave Phoenix, AZ 85012-4965 Tel: 602-264-4965 Fax: 602-277-0144 Email: michael@mcarmellaw.com Desert Ribs LLC's Estimated Assets: $1 million to $10 million Desert Ribs LLC's Estimated Liabilities: $1 million to $10 million The petition was signed by John Erlandson, president. A full-text copy of Desert Ribs LLC'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/azb19-04003.pdf DIGITAL RIVER: S&P Alters Outlook to Negative on Weak Revenue ------------------------------------------------------------- S&P Global Ratings revised its outlook on Minnetonka, Minn.-based Digital River Inc. to negative from stable and affirmed its ratings on the company. S&P's outlook revision on Digital River is based on the rating agency's view that persistent operating weakness, including its forecast of negative free cash flow in 2019, will make refinancing or extending the 2021 maturity of the company's first-lien credit facilities challenging. While Digital River's recently reported 2018 financial results included some bright spots, including a fourth quarter revenue increase of approximately 18% due to strong growth in its Enterprise Commerce segment, the company's revenue for the full year declined by approximately 17% compared with 2017. This decline was expected and due to the divestiture of Digital River World Payments in the fourth quarter of 2017 and the loss of Digital River's contract to manage Microsoft's e-commerce platform, which expired in early 2017. Digital River World Payments had revenue of approximately $44.3 million in 2017, compared to the Microsoft Store which generated approximately $29 million. S&P anticipates that the company's credit metrics will weaken in 2019 due to the discontinuance of its Microsoft HUP business, significant restructuring expenses, and unfavorable working capital trends. The negative outlook reflects S&P's expectation that Digital River will experience revenue declines and negative operating cash flow in 2019, partly due to the loss of the Microsoft HUP program and additional restructuring activities and nonrecurring expenses. The negative outlook also reflects the rating agency's view that the company could face challenges to refinance its first-lien term loan due in February 2021. "We would lower our rating on Digital River if we come to believe that its capital structure is unsustainable and we believe that the firm's ability to refinance its first-lien term loan is in question. We would look to revenue declines in the core Enterprise Commerce segment, weaker profitability, and free cash flow likely to remain negative through 2020 as indicators that refinancing risk will have increased," S&P said. "We could revise our outlook on Digital River to stable if the firm successfully refinances its first-lien debt, while sustaining revenue growth in its Enterprise Commerce segment, and generating sustainably positive free cash flow," S&P said. DIRECTVIEW HOLDINGS: Requires More Time to Complete its Form 10-K ----------------------------------------------------------------- DirectView Holdings, Inc. has filed with the U.S. 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. DirectView Holdings was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K 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 review of the financial statements for the year ended Dec. 31, 2018 to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. About Directview Holdings DirectView Holdings, Inc., (DIRV) together with its subsidiaries, provides video surveillance solutions and teleconferencing products and services to businesses and organizations. Based in Boca Raton, Florida, the company operates in two divisions, Security (Video Surveillance) and Video Conferencing. The Security division offers technologies in surveillance systems providing onsite and remote video and audio surveillance, digital video recording, and services. It also sells and installs surveillance systems; and sells maintenance agreements. The company sells its products and services in the United States and internationally through direct sales force, referrals, and its websites. The Video Conferencing division offers teleconferencing products and services that enable clients to conduct remote meetings by linking participants in geographically dispersed locations. It is involved in the sale of conferencing services based upon usage, the sale and installation of video equipment, and the sale of maintenance agreements. This division primarily provides conferencing products and services to numerous organizations ranging from law firms, banks, high tech companies and government organizations. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com/ DirectView incurred a net loss of $1.55 million in 2017 compared to a net loss of $4.79 million in 2016. As of Sept. 30, 2018, DirectView had $2.48 million in total assets, $27.23 million in total liabilities, and a total stockholders' deficit of $24.75 million. The report from the Company's independent accounting firm Assurance Dimensions on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company had a net loss and cash used from operations of approximately $1.5 million and $420,000, respectively for the year ended of Dec. 31, 2017 and a working capital deficit of approximately $13 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ELITE FITNESS: Exclusive Plan Filing Period Extended Until July 8 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois extended the period during which Elite Fitness and Gym, Inc. has the exclusive right to file a Chapter 11 plan through July 8, and to solicit acceptances for the plan through Sept. 8. The extension will give the company more time to resolve its dispute with 800 Hill Grove, LLC over the ownership of certain assets, which the latter claims are owned by its former tenant Elite Fitness and Therapeutic Massage, Inc. and not by the company. EFTM is also owned by Mark Wolz, Elite Fitness and Gym's sole shareholder, but the two companies are not related. 800 Hill Grove recently filed a complaint seeking court determination that the assets are not property of Elite Fitness and Gym's bankruptcy estate. Prior to this, 800 Hill Grove filed a motion in the Circuit Court of Cook County seeking turnover of Elite Fitness and Gym's assets to pay down the judgment it obtained against EFTM under theories of alter ego and fraudulent transfer. About Elite Fitness and Gym Elite Fitness and Gym, Inc. owns and operates a gym and physical fitness facility located at 805 West Burlington Avenue, Western Springs, Illinois. Elite Fitness and Gym sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-22275) on Aug. 8, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million. The petition was signed by Mark Wolz, president, sole director, sole shareholder. Judge Timothy A. Barnes oversees the case. Burke, Warren, MacKay & Serritella, P.C. is the Debtor's legal counsel. ENLINK MIDSTREAM: Moody's Rates New Sr. Unsecured Notes 'Ba1' ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to EnLink Midstream, LLC's (ENLC) proposed offering of senior unsecured notes. Moody's also affirmed ENLC's Ba1 Corporate Family Rating (CFR) and Ba1-PD Probability of Default Rating (PDR). ENLC's SGL-3 Speculative Grade Liquidity Rating is unaffected. ENLC's rating outlook is stable. Concurrently, Moody's affirmed ENLC's subsidiary, EnLink Midstream Partners, LP's (ENLK, and collectively with ENLC, EnLink) Ba1 senior unsecured notes rating and Ba3 perpetual preferred units rating. ENLK's rating outlook remains stable. Net proceeds from the offering are expected to be used to pay down indebtedness outstanding under ENLC's revolving credit facility. "The proposed notes issuance is opportunistically repaying indebtedness outstanding under the company's revolving credit facility," commented Amol Joshi, Moody's Vice President -- Senior Credit Officer. Assignments: Issuer: EnLink Midstream, LLC Gtd Senior Unsecured Notes, Assigned Ba1 (LGD4) Rating Affirmations: Issuer: EnLink Midstream, LLC Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Issuer: EnLink Midstream Partners, LP Senior Unsecured Notes, Affirmed Ba1 (LGD4) Perpetual Preferred Units, Affirmed Ba3 (LGD6) Outlook Actions: Issuer: EnLink Midstream, LLC Outlook, Remains Stable Issuer: EnLink Midstream Partners, LP Outlook, Remains Stable RATINGS RATIONALE ENLC's new senior unsecured notes have been rated Ba1, the same as ENLC's CFR, and also consistent with the ratings of the existing senior unsecured notes at ENLK. ENLC has a $1.75 billion unsecured revolving credit facility maturing in January 2024 and a $850 million unsecured term loan maturing in December 2021. In addition, ENLK has about $3.1 billion of senior notes outstanding after $400 million of its senior notes matured on April 1. The new notes are unsecured and benefit from an upstream guarantee from ENLK, and are pari passu with ENLC's existing revolver and term loan. ENLK's existing unsecured notes do not benefit from downstream guarantees from ENLC or upstream guarantees from operating subsidiaries and are, as a result, structurally subordinated to ENLC's obligations and the obligations of EnLink's subsidiaries. EnLink intends to have all its assets at ENLK, and no assets are expected to be held at ENLC, allowing pari passu consideration for obligations at ENLC and ENLK. Furthermore, the obligations of ENLK's subsidiaries are not material in size relative to its unsecured notes to warrant notching below the CFR. ENLK's unsecured notes are therefore rated in-line with the Ba1 CFR. However, if the company holds material assets at ENLC, ENLC's obligations will have a priority claim to those assets, which will negatively affect the ratings of ENLK's unsecured notes. ENLC's Ba1 CFR is supported by its high proportion of fee-based revenue with moderate volume stability and cash flow visibility. ENLC's and ENLK's simplification transaction along with the elimination of incentive distribution rights (IDR) should improve distribution coverage at ENLC. Good distribution coverage implies that ENLC will retain a higher proportion of cash flow, alleviating somewhat the pressure of seeking third party debt and dilutive equity to finance capital spending. EnLink also has modestly growing scale and a diversified asset base. These strengths are partially offset by EnLink's concentration in the mature Barnett Shale, where volumes have been declining, and the need to offset this exposure through growth in other regions such as the STACK, which entails execution risk. EnLink is building out its STACK and Permian Basin assets to offset the cash flow decline within its Barnett Shale assets. EnLink receives significant revenue from Devon Energy Corporation (Devon, Ba1 positive), and EnLink's credit profile reflects the company's high customer concentration risk with Devon. ENLC's and ENLK's outlooks are stable based on Moody's expectations that the company will continue to grow EBITDA providing modest deleveraging through mid-2020. EnLink's ratings could be upgraded if the companies' debt/EBITDA is sustained below 4.5x and leverage consolidated with its controlling owners GIP III Stetson I, L.P.'s and GIP III Stetson II, L.P.'s (collectively GIP III Stetson) debt below 5x, while distribution coverage is maintained at sufficient levels. For an upgrade, there will also need to be broader customer diversification and sufficient visibility regarding the profitable execution of EnLink's ongoing growth strategy, to offset the margin decline within its Barnett Shale assets. Ratings would likely be downgraded if debt/EBITDA increases to approach 5.5x or consolidated leverage (inclusive of GIP III Stetson) approaches 6x or distribution coverage deteriorates. The principal methodology used in these ratings was Midstream Energy published in December 2018. EnLink Midstream, LLC is a publicly traded company engaged in midstream energy services through its subsidiary EnLink Midstream Partners, LP, including the gathering, processing, fractionation, transportation and marketing of natural gas, natural gas liquids and crude oil in several US regions, including in the STACK, Cana and Arkoma Woodford Shales, Barnett Shale, Permian Basin and Louisiana. EVAN JOHNSON: Files 1st Addendum to Disclosure Statement -------------------------------------------------------- Evan Johnson & Sons Construction, Inc., files a First Addendum to the Disclosure Statement explaining its Chapter 11 Plan. There was only one "formal" objection to the Disclosure Statement and that was filed by Hospital Service District No. 3 for Parish of Lafourche, State of Louisiana, d/b/a Thibodaux Regional Medical Center (TRMC). The Debtor, TRMC and numerous third parties have now settled and compromised all of their differences, as reflected by that certain Motion of the Debtor and Debtor-in-Possession for an Order Pursuant to Fed. R. Bankr. P. 9019 Approving Final Settlement with Hospital Service District #3 for the Parish of Lafourche, State of Louisiana d/b/a Thibodaux Regional Medical Center [DK #344]. The United States Trustee (the "UST") also raised certain issues to the Disclosure Statement on an informal basis. In order to satisfy those issues, the Debtor amends its original Disclosure Statement to reflect that the Plan Support Agreement that is part of the original Disclosure Statement is a final document, perhaps subject only to the approval of the settlement agreement by, between and among the Debtor, TRMC and numerous third parties (including the Plan supporter - Arch Insurance Company). A full-text copy of the First Addendum dated March 28, 2019, is available at http://tinyurl.com/y5fjwylkfrom PacerMonitor.com at no charge. About Evan Johnson & Sons Construction Evan Johnson & Sons Construction, Inc., based in Pearl, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192) on June 15, 2017. In the petition signed by Melanie Johnson, its president, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Edward Ellington oversees the case. Craig M. Geno, Esq., at The Law Offices of Craig M. Geno, PLLC, serves as bankruptcy counsel to the Debtor. F.M. BUTT HOTELS: Case Summary & 5 Unsecured Creditors ------------------------------------------------------ Debtor: F.M. Butt Hotels Corp. 911 Brooks Ave. Rochester, NY 14624 Business Description: F.M. Butt Hotels Corp. owns in fee simple a real estate property located at 911 Brooks Ave. Rochester with an appraised value of $9 million. The Company previously sought bankruptcy protection on March 18, 2019 (Bankr. W.D.N.Y. Case No. 19-20234). Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court Western District of New York (Rochester) Case No.: 19-20310 Debtor's Counsel: James M. Joyce, Esq. 4733 Transit Road Lancaster, NY 14043 Tel: 716-656-0600 Fax: 716-656-0607 Email: jmjoyce@lawyer.com Total Assets: $9,386,530 Total Liabilities: $6,392,001 The petition was signed by Naeem W. Butt, president. A copy of the Debtor's list of five unsecured creditors is available for free at: http://bankrupt.com/misc/nywb19-20310_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nywb19-20310.pdf FAIRWAY ENERGY: Exclusive Filing Period Extended Until June 24 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended the period during which Fairway Energy, LP and its affiliates have the exclusive right to propose a Chapter 11 plan through June 24, and to solicit acceptances for the plan through Aug. 26. The companies have so far made significant progress to reorganize their business affairs, which include obtaining financing to help them get through bankruptcy and conduct a sale of their assets, according to court filings. About Fairway Energy Fairway Energy -- http://www.fairwaymidstream.com/-- provides storage, throughput and ancillary services for third-party companies engaged in the production, distribution and marketing of crude oil. Its services are provided at the Pierce Junction Crude Oil Storage Facility. Fairway Energy, LP, and its affiliates Fairway Energy Partners, LLC, and Fairway Energy GP, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-12684 to 18-12686) on Nov. 26, 2018. The Debtors reported total assets of $382.7 million and total liabilities of $94 million as of Sept. 30, 2018. The cases have been assigned to Judge Laurie Selber Silverstein. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their legal counsel, and Alvarez & Marsal North America, LLC, as financial and restructuring advisor. FORESTAR GROUP: S&P Rates New $300MM Sr. Unsec. Notes Due 2024 'B' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Forestar Group Inc.'s proposed $300 million senior notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for bondholders in the event of a payment default. The rating agency expects that the company will use the proceeds from the issuance for general corporate purposes, including to fund land acquisition and development activities and repay outstanding indebtedness, which could include the $118.9 million in convertible notes due March 1, 2020. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P rates the company's $300 million senior notes due 2024, 'B', the same as its issuer credit rating. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery. -- S&P uses a discrete asset value approach to assess recovery prospects for land developers because it believes these companies' primary source of value in a distressed scenario is their land and real estate holdings. S&P assumes debtholders would be paid using funds from the distressed sale of these assets. -- S&P estimates a gross recovery value of roughly $455 million which assumes a blended 54% discount to the assumed $847 million in book value of inventory after applying distressed realization rates to the company's real estate assets at default under its stressed scenario. Simulated default assumptions -- S&P's simulated default scenario contemplates a payment default in 2022. Under this scenario, a U.S. economic recession beginning in 2021 adversely affects the volume of new home sales and drives down demand for residential lots toward prior trough levels. S&P assumes development activities would be curbed under this scenario and lot sales would effectively dry up. -- S&P assumes the company's unsecured $380 million revolving credit facility is approximately 85% drawn at default, less any outstanding letters of credit. Simplified waterfall -- Gross recovery value: $455 million -- Administrative costs (5%): $23 million -- Net recovery value: $432 million -- Priority claims (including cash collateralized letters of credit outstanding): $15.5 million* -- Collateral available to unsecured creditors: $422 million -- Unsecured claims: $640 million* --Recovery expectation: 50%-70% (rounded estimate: 65%) *Includes six months of accrued but unpaid interest. RATINGS LIST Forestar Group Inc. Issuer credit rating B/Stable/-- New Rating Forestar Group Inc. Senior Unsecured $300 mil. notes due 2024 B Recovery rating 3(65%) FUSION CONNECT: Moody's Cuts PDR to D-PD Upon Payment Default ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Fusion Connect, Inc., including the Corporate Family Rating (CFR) to Caa3 from B3, the Probability of Default Rating (PDR) to D-PD from B3-PD, the rating on the senior secured first lien credit facilities to Caa3 from B3 and the rating on the senior secured second lien facility to Ca from Caa2. The speculative grade liquidity rating has been downgraded to SGL-4 from SGL-2. The outlook is negative. The downgrade of the ratings reflects the company's announcement on April 2, 2019 that it had defaulted on its senior secured first lien facilities by failing to pay the April 1 scheduled amortization on those loans. Downgrades: Issuer: Fusion Connect, Inc. Corporate Family Rating, Downgraded to Caa3 from B3 Probability of Default Rating, Downgraded to D-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 Gtd Senior Secured Term Loan A, Downgraded to Caa3 (LGD3) from B3 (LGD3) Gtd Senior Secured 1st lien Term loan, Downgraded to Caa3 (LGD3) from B3 (LGD3) Gtd Senior Secured 1st lien Revolving Credit Facility, Downgraded to Caa3 (LGD3) from B3 (LGD3) Gtd Senior Secured 2nd lien Term Loan, Downgraded to Ca (LGD5) from Caa2 (LGD6) Outlook Actions: Issuer: Fusion Connect, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The Caa3 CFR reflects the company's statements that it had entered into negotiations with its lenders to restructure its debt. The company's announcement states that shareholder support has not been forthcoming. As such, Moody's central scenario is that the restructuring of Fusion's capital structure is likely to take the form of a debt to equity swap. The ratings on the instruments reflect the expected loss for each of these instruments following the restructuring: around 30% for the first lien and 60% for the second lien. The company's D-PD PDR reflects Moody's expectations that the company is or will be in default on its entire capital structure. The negative outlook on the ratings reflects the currently untenable capital structure of the company as well as the potential for loss post-restructuring to be above Moody's expectations. Fusion's liquidity is inadequate, as reflected by the SGL-4 rating. Given the default, the company will no longer have access to its revolver (which Moody's expects will have been fully drawn ahead of the payment default) and the company has not managed to secure shareholder funding hence making any liquidity need reliant on cash on hand and free cash flow which are low and likely to not allow the company to operate past Q2 2019. WHAT COULD CHANGE THE RATING UP/DOWN The ratings could be downgraded further should Moody's views on the potential loss to be incurred by the current lenders worsen. Ratings could be upgraded once a clear restructuring plan, which improves the company's credit metrics and profile, is announced. Any upgrade would also be reliant on the company publishing 2018 audited financials and regaining adequate liquidity. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Fusion Connect, Inc. is a provider of integrated cloud solutions, including cloud communications, cloud connectivity, cloud computing, and business services to small, medium and large businesses. On May 4, 2018, Fusion completed its reverse acquisition merger with Birch Communications Holding, Inc. (Birch), and on June 15, 2018 completed its acquisition of MegaPath Holding Corp. (MegaPath). The company generated $143 million revenue for the quarter ending September 30, 2018. GOLDEN ENTERTAINMENT: S&P Rates New $375MM Sr. Unsec. Notes 'CCC+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'CCC+' issue-level rating and '6' recovery rating to Las Vegas-based casino operator Golden Entertainment Inc.'s proposed $375 million senior unsecured notes due 2026. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) for noteholders in the event of a payment default. S&P expects the company to use the proceeds from the proposed notes to repay $145 million of outstanding borrowings under its $200 million revolving credit facility, fully repay its $200 million second-lien term loan, repay a portion of its $800 million first-lien term loan ($792 million outstanding as of Dec. 31, 2018), and pay related transaction fees and expenses. S&P's 'B' issuer credit rating on Golden Entertainment remains unchanged because it continues to expect the company to maintain a good cushion (of around 1.5x) under the rating agency's 7x adjusted leverage downgrade threshold while keeping its adjusted EBITDA interest coverage in the high-2x area. S&P now forecasts that the company's 2019 adjusted leverage will be in the mid-5x area, which compares with the rating agency's previous expectation for the high-4x area. The increase in Golden's forecast leverage is due, in part, to the company's elevated use of revolver borrowings and lower level of excess cash on hand to fund its January 2019 acquisition of two properties in Laughlin, Nev. compared with S&P's previous assumptions. Pro forma for the proposed issuance, the company will replace these revolver drawings with permanent debt in its capital structure. S&P's increased leverage forecast also incorporates its expectation for more tempered EBITDA growth, given the potential for continued construction disruptions at the STRAT Hotel, Casino, and SkyPod, and higher selling, general, and administrative (SG&A) expenses due to the investments the company is making in its casino management system and players club loyalty program. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's '2' recovery rating on Golden Entertainment's revolver and first-lien term loan remains unchanged. -- S&P's simulated default scenario contemplates a default occurring in 2022 due to a significant decline in cash flow from prolonged economic weakness and significantly greater competitive pressures in the company's operating markets. -- S&P has revised its estimated gross recovery value at default to $826 million, from $725 million, primarily to reflect the contribution from the January 2019 acquisition of two casino properties (The Colorado Belle Casino Resort and The Edgewater Casino Resort) in Laughlin, Nev. and the capital investments the company is making in its STRAT property. -- S&P assumes the revolver is 85% drawn at the time of default. -- S&P assumes a modest level of first-lien debt is repaid with a portion of the proceeds from the proposed notes. Simplified waterfall -- Emergence EBITDA: $137.6 million -- EBITDA multiple: 6x -- Gross recovery value: $826 million -- Net recovery value after administrative expenses (5%): $784.5 million -- Obligor/nonobligor valuation split: 93.6%/6.4% -- Estimated first-lien claims: $944 million -- Value available for first-lien claims: $767 million -- Recovery expectations: 70%-90% (rounded estimate: 80%) -- Estimated senior unsecured and pari passu secured deficiency claims: $566.5 million -- Value available for unsecured claims: $17.6 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Golden Entertainment Inc. Issuer Credit Rating B/Stable/-- New Rating Golden Entertainment Inc. Senior Unsecured $375M Notes Due 2026 CCC+ Recovery Rating 6(0%) GROM SOCIAL: Delays 2018 Annual Report Filing --------------------------------------------- Grom Social Enterprises, Inc. has filed with the U.S. 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. Grom Social was unable to file its Annual Report by the prescribed date of April 1, 2019, without unreasonable effort or expense, because the Company needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Company intends to file the Report on or prior to the 15th calendar day following the prescribed due date. About Grom Social Formerly known as Illumination America, Inc., Grom Social Enterprises, Inc. -- http://www.gromsocial.com/-- operates five subsidiaries, including Grom Social, a social media platform for kids between the ages of five and 16. Since its beginnings in 2012, Grom Social has attracted kids and parents with the promise of a safe and secure environment where their kids can be entertained and can interact with their peers while learning good digital citizenship. The Company also owns and operates Top Draw Animation, Inc., an award-winning animation company which produces animated content for Grom Social and other high-profile media properties such as Tom and Jerry, My Little Pony and Disney Animation's Penn Zero: Part-Time Hero. In addition, Grom Educational Services provides web filter services up to an additional two million children across 3,700 schools and libraries, and Grom Nutritional Services is in the process of creating a line of healthy nutritional supplements for children. The report from the Company's independent accounting firm B F Borgers CPA PC, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Grom Social reported a net loss of $6.04 million in 2017 compared to a net loss of $10.71 million in 2016. As of Sept. 30, 2018, Grom Social had $18.90 million in total assets, $13.21 million in total liabilities and $5.68 million in total stockholders' equity. HAMTRAMCK MEDICAL: Taps Stevenson & Bullock as Legal Counsel ------------------------------------------------------------ Hamtramck Medical Pharmacy, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Stevenson & Bullock, PLC as its legal counsel. The firm will advise the Debtor of its duties under the Bankruptcy Code; represent the Debtor in negotiations; and provide other legal services in connection with its Chapter 11 case. Stevenson received $6,717 for pre-bankruptcy fees and expenses, which included the filing fee of $1,717. The firm will receive a post-filing retainer of $3,500. The firm's attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Elliot G. Crowder, Esq. Stevenson & Bullock, PLC 26100 American Drive, Suite 500 Southfield, MI 48034 Phone: (248) 354-7906 Facsimile: (248) 354-7907 Email: ecrowder@sbplclaw.com About Hamtramck Medical Pharmacy Organized in 2008, Hamtramck Medical Pharmacy, LLC, is an independent, community-based pharmacy located in Hamtramck, Michigan. Hamtramck Medical Pharmacy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-44033) on March 19, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case is assigned to Judge Marci B. Mcivor. Stevenson & Bullock, PLC, is the Debtor's counsel. HOT SPRINGS TAXI: Taps Lax Vaughan as Legal Counsel --------------------------------------------------- Hot Springs Taxi, Inc. received interim approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Lax, Vaughan, Fortson, Rowe, & Threet, P.A. as its legal counsel. Lax Vaughan will represent the Debtor in its Chapter 11 case. The hourly rates charged by the firm are: Branch Fields, Esq. $275 Ralph Scott, Esq. $150 Paralegal $100 - $125 Law Clerk $90 The firm received a retainer fee of $8,000 from the Debtor. Branch Fields, Esq., at Lax Vaughan, attests that the firm and its attorneys are disinterested as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Branch T. Fields Lax, Vaughan, Fortson, Rowe & Threet, PA 11300 Cantrell Road, Suite #201 Little Rock, AR 72212 Phone: 501-376-6565 Fax : 501-376-6666 Email: bfields@laxvaughan.com About Hot Springs Taxi Inc. Based in Hot Springs, Arkansas, Hot Springs Taxi, Inc. filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 19-70648) on March 11, 2019, listing under $1 million in both assets and liabilities. Branch T. Fields, Esq., at Lax, Vaughan, Fortson, Rowe & Threet, PA, represents the Debtor as counsel. IDEANOMICS: Reports $377.7 Million Revenue in 2018 -------------------------------------------------- Ideanomics announced its full year 2018 operating results for the period ended Dec. 31, 2018. Revenue for the year ended Dec. 31, 2018 was $377.7 million as compared to $144.4 million for the same period in 2017, an increase of approximately $233.3 million, or 162%. The increase was mainly due to the Company's logistics management business of crude oil trading initiated in October 2017 and partially offset in the amount of $0.8 million by a decrease of its legacy YOD business. Ideanomics said in a press release that "Our 2018 business strategy and the primary goal for entering crude oil and consumer electronic is to learn about the needs of buyers and sellers in industries to deploy blockchain and AI solutions. Our activities in the crude oil trading and consumer electronic business have been successful in various aspects. We generated revenue of $359.8 million for the first 3 quarters and have gained experience in the traditional logistics management and financing business, such that we have identified initial use cases for the applications of the technologies in our Fintech ecosystem. While we have gained this experience, the Company does not intend to be a logistics management company. Therefore, we decided to gradually start contracting our crude oil trading business and consumer electronics business starting in the third quarter of 2018 so that we can work towards enabling the application of our Fintech ecosystem for other useful and more lucrative cases that we have identified. "In parallel, for strategic reasons, during the course of the third and fourth quarter, we also chose to focus our resources and efforts on other non-crude oil trading and non-logistics management revenue generating opportunities that we have identified in the market. These other market opportunities also involve the use of our technologies across our Fintech ecosystem and their applications across industry ventures." Cost of revenues was $ 374.6 million for the year ended Dec. 31, 2018, as compared to $137.2 million for the year ended Dec. 31, 2017. The Company's cost of revenues increased by $237.4 million which is in line with its increase in revenues. The Company's cost of revenues is primarily comprised of cost to purchase electronics products and crude oil from suppliers in its logistics management business and the cost of sales in Legacy YOD business is primarily comprised of content licensing fees. Its content license agreements with production companies incorporate minimum guaranteed payment levels. The Company's gross profit for the year ended Dec. 31, 2018 was approximately $3.2 million, as compared to $7.2 million during the same period in 2017. The Company's current crude oil and consumer electronics trading business operates in highly competitive global markets characterized by aggressive price competition, resulting in downward pressure on already low gross margins. The Company's selling, general and administrative expense for the year ended Dec. 31, 2018 was $ 22.5 million as compared to $13.1 million for the same period in 2017, an increase of approximately $9.3 million or 71%. The majority of the increase was due to: * an increase in headcounts and relevant traveling expense in the amount of $2.5 million; * an increase of approximately of $2.1 million in share-based compensation that were paid to its employees; * an increase of approximately of $3.0 million in consulting, legal, and professional service fees that were paid to its external consultants who provided various consulting services with respect to its Fintech and Platform-as-a-Service business; and * an increase in the Company's sales and marketing expense in the amount of $0.9 million relating to the introduction and promotion of its business models to various potential investors and business partners, as well as the marketing of Wecast Services business; and * an increase in rent expense by $1 million mainly for the Company's office in New York City. Most of the costs are one time, associated with the departure of certain executives and are significantly reduced for 2019. Professional fees are generally related to public company reporting and governance expenses as well as legal fees related to business transition and expansion. The Company's professional fees increased approximately by $1.5 million, or 48%, for the year ended Dec. 31, 2018, compared with the same period in 2017. The increase was related to an increase in legal, valuation, audit and tax as well as fees associated with continuing to build out our technology ecosystem and establishing strategic partnerships and M&A activity as part of this technology ecosystem. The Company's loss from operations was increased by $16.1 million to $26.2 million for the year ended Dec. 31, 2018, from $10.1 million during 2017. This was mostly due to the decrease in gross profit from its Wecast Services segment and the increase of operating expenses for the development of Wecast Service business. Loss per share for 2018 was $0.35 as compared to $0.17 in 2017. As of Dec. 31, 2018 the company had cash of $3.1 million, total assets of $94.2 million, total equity of $43.2 million. From 2019 onwards, the Company has officially transformed into a strong AI enhanced financial advisory and asset management model, that is now positioned to deliver significant value to its shareholders and strong economics. The Company added, "Over the past year Ideanomics has been able to continue its transformation from its legacy business, to be a prominent player for fintech services and asset digitization through establishing a global compliant network of financial technology, user community, and digital asset production. Our team of seasoned digital strategists and technology leaders has positioned the Company towards a path of unlocking unlocking FinTech services related revenue for 2019. We have several signed customer revenue deals in the areas of CleanTech, EV bus sales and asset backed securitization, and others in our pipeline, and our product and tech teams are diligently building out these new digital products to unlock this revenue in the near term and position the company towards a strong 2019. "The Company is committed to our successful product launches. These deals have the potential to derive significant revenues and sustain the long-term viability of our business model." Dr. Bruno Wu, Chairman of Ideanomics, said, "The investments we have made over the past 18 months have been essential for building a strong foundation and future for both Ideanomics and our shareholders. They are part of the vision we are bringing to reality. I want to say a very big thank to all our partners, vendors, board members, and the management team who have worked tirelessly with Alf and I to build a platform for Ideanomics success. I also want to thank our clients, for allowing us to serve your needs, to our shareowners for your support, and to the Ideanomics team everywhere for your ingenuity, your passion, and your work ethic." About Ideanomics Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a global fintech advisory and Platform-as-a-Service company. Ideanomics combines deal origination and enablement with the application of blockchain and artificial intelligence technologies as part of the next-generation of financial services. The company is headquartered in New York, NY, and has offices in Beijing, China. It also has a planned global center for Technology and Innovation in West Hartford, CT, named Fintech Village. Ideanomics reported a net loss of $28.42 million for the year ended Dec. 31, 2018, compared to a net loss of $10.86 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $94.23 million in total assets, $49.76 million in total liabilities, $1.26 million in convertible preferred stock, and $43.21 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. INNOVA GLOBAL: Chapter 15 Case Summary -------------------------------------- Eight affiliates that have filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Innova Global Ltd. (Lead Case) 19-10653 4300 Bankers Hall West 888 - 3rd Street S.W. Calgary AB T2P 5C5 Canada Innova Global Operating Ltd 19-10654 Innova Global Limited Partnership 19-10655 1938247 Alberta Ltd. 19-10656 Innova Global Holdings Limited Partnership 19-10657 Innova Global Inc. 19-10658 Innova Global LLC 19-10659 Braden Manufacturing, L.L.C. 19-10660 Business Description: Innova is a full service engineering, fabrication, procurement and construction company specializing in air and noise emissions control, acoustic consulting, gas turbine systems, heat recovery, modular gas compression facilities, and turnkey building solutions primarily for oil & gas, power generation, and industrial customers. The Debtors are a group of Canadian-based companies that have been placed into a receivership proceeding under the Bankruptcy and Insolvency Act in Canada, which is a foreign proceeding within the meaning of 11 U.S.C. Section 101(23). The Debtors' U.S. operations are based in Tulsa, Oklahoma. Visit www.pwc.com/car/innova for more information. Chapter 15 Petition Date: April 4, 2019 Court: United States Bankruptcy Court Northern District of Oklahoma (Tulsa) Judge: Hon. Dana L. Rasure Foreign Representative: Paul J. Darby, soley as court-appointed receiver PRICEWATERHOUSECOOPERS INC, LIT 111-5th Avenue SW, Suite 3100 Calgary, AB T2P5L3 Canada Tel: (403) 509-6677 Foreign Proceeding in which Appointment of the Foreign Representative Occurred: Court of Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada Foreign Representative's Counsel: John E. Howland, Esq. ROSENSTEIN, FIST & RINGOLD Park Centre 525 S. Main, Suite 700 Tulsa, OK 74103 Tel: (918) 585-9211 Fax: (918) 583-5617 Email: johnh@rfrlaw.com - and - Steve A. Peirce, Esq. NORTON ROSE FULBRIGHT US LLP 300 Convent Street, Suite 2100 San Antonio, TX 78205-3792 Tel: (210) 224-5575 Fax: (210) 270-7205 Email: steve.peirce@nortonrosefulbright.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of Innova Global Ltd.'s petition is available for free at: http://bankrupt.com/misc/oknb19-10653.pdf INPIXON: Signs Second Amendment to Sysorex Loan Documents --------------------------------------------------------- Inpixon and Sysorex, Inc. have entered into a Second Amendment Agreement to that certain Note Purchase Agreement, dated as of Dec. 31, 2018, and that certain Secured Promissory Note issued to the Company by Sysorex on Dec. 31, 2018. Pursuant to the Second Amendment Agreement, the Sysorex Loan Documents were amended to increase the maximum principal amount that may be outstanding at any time under the Note from $5,000,000 to $8,000,000. Nadir Ali, the Company's chief executive officer and a member of its Board of Directors, is also the Chairman of the Board of Directors of Sysorex. The transactions were unanimously approved by the Company's Board of Directors. A full-text copy of the Second Amendment Agreement is available for free at: https://is.gd/vyCAbT About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $24.56 million for the year ended Dec. 31, 2018 compared to a net loss of $35.03 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $12.17 million in total assets, $7.37 million in total liabilities, and $4.80 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INTER PIPELINE: DBRS Gives BB(high) Rating on 2019-A Notes ---------------------------------------------------------- DBRS Limited assigned a provisional rating of BB (high) with a Stable trend to Inter Pipeline Ltd.'s (IPL or the Company; rated BBB with a Stable trend by DBRS) $750.0 million 6.875% Fixed-to-Floating Rate Subordinated Notes Series 2019-A due March 26, 2079 (the Hybrid Notes). DBRS also assigned an equity weight of 50% to the Hybrid Notes based on the current "DBRS Criteria: Preferred Share and Hybrid Security Criteria for Corporate Issuers" released in November 2018. DBRS notes that the Hybrid Notes are direct unsecured subordinated obligations of IPL and subordinated in right of payment to the prior payment in full of all present and future senior indebtedness. The Hybrid Notes will be effectively subordinated to all indebtedness and obligations of the Company's subsidiaries. IPL proposes to use the net proceeds from the sale of the Hybrid Notes to fund capital projects, repay indebtedness under its revolving credit facility and for other general corporate purposes. INTERNATIONAL RESTAURANT: Seeks to Hire Eric A. Liepins as Counsel ------------------------------------------------------------------ International Restaurant Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, P.C., as their legal counsel. The firm will advise the Debtors of their duties under the Bankruptcy Code and will provide other legal services in connection with their Chapter 11 cases. The firm will be paid at these hourly rates: Eric Liepins, Esq. $275 Paralegals/Legal Assistants $30 to $50 Liepins received a retainer of $10,500, plus the filing fees. The firm does not represent any interest adverse to the Debtors' bankruptcy estates, according to court filings. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About International Restaurant Group International Restaurant Group LLC and its affiliates, Al Rahum Enterprises LLC and Al Rahum Holdings LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case Nos. 19-40762 to 19-40764) on March 22, 2019. The Debtors are privately held companies in Allen, Texas, that operate in the restaurant industry. At the time of the filing, the Debtors each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. J. ROBERT SCOTT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: J. Robert Scott, Inc. 500 N. Oak St. Inglewood, CA 90302 Business Description: J. Robert Scott, Inc. -- http://www.jrobertscott.com-- is a luxury home furnishings manufacturer founded in 1972 in Los Angeles by designer Sally Sirkin Lewis. J. Robert Scott is well known in the interior design industry for utilizing rare and exotic veneers, as well as shagreen, snake and goatskin parchment in the manufacturing of its products. Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-13871 Judge: Hon. Sheri Bluebond Debtor's Counsel: Daniel J. Weintraub, Esq. WEINTRAUB & SELTH APC 11766 Wilshire Blvd Ste 1170 Los Angeles, CA 90025-6553 Tel: 310-207-1494 Fax: 310-442-0660 Email: dan@wsrlaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard I. Chilcott, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-13871.pdf JONES ENERGY: Signs RSA with Noteholders for Prepack Chap. 11 Plan ------------------------------------------------------------------ Jones Energy, Inc. said that, after engaging in extensive, arm's-length, good-faith negotiations, it and holders of approximately 84% in principal of the First Lien Notes and approximately 84% in principal of the Unsecured Notes entered into a restructuring support agreement on April 2, 2019 that contemplates a comprehensive balance sheet restructuring to be implemented through a prepackaged Chapter 11 plan of reorganization. The Plan will fully equitize the Company’s outstanding funded debt and include fully committed exit financing, strengthening its balance sheet and enhancing financial flexibility going forward. The parties to the RSA include, among others: (i) Jones Energy, represented by Kirkland & Ellis LLP and Jackson Walker LLP, (ii) an ad hoc group of holders of First Lien Notes, represented by Milbank LLP, and (iii) an ad hoc group of holders of First Lien Notes and Unsecured Notes, represented by Davis Polk & Wardwell LLP. Jones Energy will continue to operate in the normal course and its business operations will not be disrupted by the restructuring process. Importantly, the Plan provides for the satisfaction of all trade, customer, employee, and other non-funded debt claims in full, in the ordinary course of business, other than general unsecured claims against JEI and/or Jones Energy Intermediate, LLC. Jones Energy continues to have adequate liquidity to meet its financial obligations to vendors, suppliers, royalty owners and employees, and expects to continue making payments to these parties without interruption. Fully Committed Exit Financing As part of the RSA, certain consenting parties have agreed to provide, on a committed basis, the Company with an exit financing term loan facility on the terms set forth in the term sheet attached to the RSA. The Exit Facility Term Sheet provides for, among other things, post-emergence financing in the form of a senior secured delayed draw term loan facility in an aggregate principal amount of up to $20 million. Any loans drawn under the Exit Facility will be non-amortizing. The RSA also provides flexibility for the Debtors to obtain alternative exit financing in lieu of the Exit Facility during the chapter 11 process through the Effective Date, in an aggregate principal amount of up to $150.0 million. To implement the financial restructuring contemplated by the RSA, the Company expects to file voluntary petitions for reorganization pursuant to Chapter 11 of title 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of Texas on or before April 15, 2019. On April 3, 2019, Jones Energy commenced a solicitation of acceptances of the Plan from holders of claims that are eligible to vote. Jones Energy expects to meet the requirements for confirmation of the Plan and to emerge from bankruptcy shortly after filing. Jones Energy will request that the Bankruptcy Court convene a hearing to approve the adequacy of the Disclosure Statement and confirm the Plan on May 6, 2019, subject to the availability of the Bankruptcy Court, and expects to emerge from Chapter 11 within two weeks of entry by the Bankruptcy Court of an order confirming the Plan. Additional information, including court filings and other documents related to the reorganization proceedings, is available on a website administered by the Company's claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/JonesEnergy. More detailed information on the restructuring can be found in the RSA, Plan and Disclosure Statement, which are included with the Form 8-K filed with the Securities and Exchange Commission. A full-text copy of the Restructuring Support Agreement is available for free at: https://is.gd/To57AH A full-text copy of the Disclosure Statement is available for free at: https://is.gd/IT7KV2 Amends Employment Agreements with Executives (1) Thomas Hester On April 2, 2019, Jones Energy, LLC, a wholly owned subsidiary of JEI, entered into a First Amended and Restated Employment Agreement with Mr. Thomas Hester in his capacity as JEI's chief financial officer which amended and restated the Employment Agreement entered into with Mr. Hester on Feb. 27, 2019 to, among other things, amend certain of the severance arrangements, termination provisions and the change of control provision in the Original Hester Agreement. The Restated Hester Agreement amends Mr. Hester's severance arrangements such that, in the event Mr. Hester's employment is terminated on or after the 181st day after the Effective Date (except in the context of a Change of Control as defined in the Restated Hester Agreement) (i) by JEI without Cause (as defined in the Restated Hester Agreement), (ii) by Mr. Hester for Good Reason (as defined in the Restated Hester Agreement) or (iii) as a result of JEI's non-extension of the term of his employment (a) JEI will pay Mr. Hester a pro-rata portion of his incentive bonus for the performance period in which the termination occurs, (b) JEI will pay Mr. Hester an amount equal to his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (c) JEI will pay Mr. Hester an amount equal to his Accrued Benefits (as defined in the Restated Hester Agreement) and (d) the Cobra Benefits (as defined in the Restated Hester Agreement). There have been no changes made to Mr. Hester's severance arrangement in the event of a Change of Control. However, the Restated Hester Agreement provides that the definition of Change of Control does not include (i) a consummation of the Plan or (ii) any transaction that is either consummated within the 90 days period following the Effective Date or consummated later pursuant to definitive documentation entered into by JEI during such 90-day period. The Restated Hester Agreement also amends Mr. Hester's severance arrangements such that, in the event Mr. Hester (i) voluntarily resigns from JEI during the 30-day period beginning on the 60th day following the Effective Date or (ii) is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the 90-day period following the Effective Date, Mr. Hester will be entitled to receive (a) a lump sum payment in the amount of $375,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Restated Hester Agreement. In the event Mr. Hester voluntarily resigns from JEI or is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the period between the 91st day after the Effective Date and the 180th day after the Effective Date, Mr. Hester will be entitled to receive (a) a lump sum payment in the amount of $525,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Restated Hester Agreement. In the case of a termination as described in this paragraph, the Restated Hester Agreement also provides for the post-termination non-competition period to be shortened by either 6 or 9 months. (2) Kirk Goehring On April 2, 2019, Jones Energy, LLC, a wholly owned subsidiary of JEI, entered into a First Amended and Restated Employment Agreement with Mr. Kirk Goehring in his capacity as JEI's chief operating officer which amended and restated the Employment Agreement entered into with Mr. Goehring on Feb. 27, 2019 to, among other things, amend certain of the severance arrangements, termination provisions and the change of control provision of the Original Goehring Agreement. The Restated Goehring Agreement amends Mr. Goehring's severance arrangements such that, in the event Mr. Goehring's employment is terminated on or after the 181st day after the Effective Date (except in the context of a Change of Control as defined in the Restated Goehring Agreement) (i) by JEI without Cause (as defined in the Restated Goehring Agreement), (ii) by Mr. Goehring for Good Reason (as defined in the Restated Goehring Agreement) or (iii) as a result of JEI's non-extension of the term of his employment (a) JEI will pay Mr. Goehring a pro-rata portion of his incentive bonus for the performance period in which the termination occurs, (b) JEI will pay Mr. Goehring an amount equal to his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (c) JEI will pay Mr. Goehring an amount equal to his Accrued Benefits (as defined in the Restated Goehring Agreement) and (d) the Cobra Benefits (as defined in the Restated Goehring Agreement). There have been no changes made to Mr. Goehring's severance arrangement in the event of a Change of Control. However, the Restated Goehring Agreement provides that the definition of Change of Control does not include (i) a consummation of the Plan or (ii) any transaction that is either consummated within the 90 days period following the Effective Date or consummated later pursuant to definitive documentation entered into by JEI during such 90-day period. The Restated Goehring Agreement also amends Mr. Goehring's severance arrangements such that, in the event Mr. Goehring (i) voluntarily resigns from JEI during the 30-day period beginning on the 60th day following the Effective Date or (ii) is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the 90-day period following the Effective Date, Mr. Goehring will be entitled to receive (a) a lump sum payment in the amount of $390,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Restated Goehring Agreement. In the event Mr. Goehring voluntarily resigns from JEI or is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the period between the 91st day after the Effective Date and the 180th day after the Effective Date, Mr. Goehring will be entitled to receive (a) a lump sum payment in the amount of $577,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Restated Goehring Agreement. In the case of a termination as described in this paragraph, the Restated Goehring Agreement also provides for the post-termination non-competition period to be shortened by either 6 or 9 months. (3) Carl F. Giesler, Jr. On April 2, 2019, Jones Energy, LLC, a wholly owned subsidiary of JEI, entered into a Fourth Amended and Restated Employment Agreement with Mr. Carl F. Giesler, Jr. in his capacity as JEI's chief executive officer which amended and restated the Third Amended and Restated Employment Agreement entered into with Mr. Giesler on Feb. 27, 2019 to, among other things, amend certain of the severance arrangements, termination provisions and the change of control provision of the Third Restated Giesler Agreement. The Fourth Restated Giesler Agreement amends Mr. Giesler's severance arrangements such that, in the event Mr. Giesler's employment is terminated on or after the 181st day after the Effective Date (except in the context of a Change of Control as defined in the Fourth Restated Giesler Agreement) (i) by JEI without Cause (as defined in the Fourth Restated Giesler Agreement), (ii) by Mr. Giesler for Good Reason (as defined in the Fourth Restated Giesler Agreement) or (iii) as a result of JEI's non-extension of the term of his employment (a) JEI will pay Mr. Giesler a pro-rata portion of his incentive bonus for the performance period in which the termination occurs, (b) JEI will pay Mr. Giesler an amount equal to his base salary and target bonus for the calendar year during which his termination occurs, subject to certain conditions, (c) JEI will pay Mr. Giesler an amount equal to his Accrued Benefits (as defined in the Fourth Restated Giesler Agreement) and (d) the Cobra Benefits (as defined in the Fourth Restated Giesler Agreement). There have been no changes made to Mr. Giesler’s severance arrangement in the event of a Change of Control. However, the Fourth Restated Giesler Agreement provides that the definition of Change of Control does not include (i) a consummation of the Plan or (ii) any transaction that is either consummated within the 90 days period following the Effective Date or consummated later pursuant to definitive documentation entered into by JEI during such 90-day period. The Fourth Restated Giesler Agreement also amends Mr. Giesler's severance arrangements such that, in the event Mr. Giesler (i) voluntarily resigns from JEI during the 30-day period beginning on the 60th day following the Effective Date or (ii) is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the 90-day period following the Effective Date, Mr. Giesler will be entitled to receive (a) a lump sum payment in the amount of $990,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Fourth Restated Giesler Agreement. In the event Mr. Giesler voluntarily resigns from JEI or is terminated by JEI for a reason other than Cause (excluding a termination as a result of his death or disability) during the period between the 91st day after the Effective Date and the 180th day after the Effective Date, Mr. Giesler will be entitled to receive (a) a lump sum payment in the amount of $1,485,000 within the first 30 days following such resignation or termination, (b) the Accrued Benefits and (c) the Cobra Benefits as described in the Fourth Restated Giesler Agreement. In the case of a termination as described in this paragraph, the Fourth Restated Giesler Agreement also provides for the post-termination non-competition period to be shortened by either 6 or 9 months. About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss of $1.34 billion for the year ended Dec. 31, 2018, compared to a net loss of $178.82 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $405.57 million in total assets, $1.11 billion in total liabilities, $93.71 million in series A preferred stock, and a total stockholders' deficit of $804.98 million. Grant Thornton LLP, in Houston, Texas, the Company's auditor since 2018, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has substantial debt obligations requiring significant interest payments. The ongoing capital and operating expenditures, including the debt interest payments, will vastly exceed the amount of cash on hand and the revenue they expect to generate from operations in the near future. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. KARMA CAPITAL: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Karma Capital, Inc 7500 Chicago Dr La Mesa, CA 91941 Business Description: Karma Capital is a franchisee of Daphne's California Greek, a fast-casual Greek restaurant. The Debtor operates seven restaurants in California. Chapter 11 Petition Date: April 4, 2019 Court: United States Bankruptcy Court Southern District of California (San Diego) Case No.: 19-01962 Debtor's Counsel: Marie Mirch, Esq. MIRCH LAW FIRM LLP 750 B Street, Ste 2500 San Diego, CA 92101 Tel: 619-501-6220 Fax: 619-501-6980 Email: marie@mirchlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marc Gates, 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/casb19-01962.pdf LASSITER INDUSTRIES: Court Confirms Chapter 11 Plan --------------------------------------------------- The Bankruptcy Court has confirmed the Chapter 11 Plan filed by Lassiter Industries, Inc., and approved, on a final basis, the disclosure statement explaining the Plan. The Plan is confirmed under 11 U.S.C. Section 1129(a) with the following modifications: * AK Leasehold I, LLC -- This creditor has an allowed administrative expense claim in the amount of $36,000.00, which the Debtor must pay in 24 equal, consecutive, monthly installments beginning on the first day of the month following the Effective Date and continuing on the first day of each successive month thereafter until paid in full; and the failure to make any such payment shall constitute a material default under the Plan. * Harris County, et al -- This creditor is owed $7,675.41. It will be paid in full plus statutory interest within 5 years of the petition date, with the first monthly payment being due and payable on the 15th day of the first month following 60 days after the effective date of the plan. The payment will be approximately $172. * Spring Independent School District -- This creditor is owed $10,003.50 in personal property taxes. Notwithstanding anything in the Debtor's Plan of Reorganization to the contrary it will be paid in full plus statutory interest in consecutive monthly payment within 5 years of the petition date, with the first monthly payment being due and payable on the 15th day of the first month following the effective date of the plan. The monthly payment will be approximately $264.00. The 2019 and subsequent ad valorem taxes owed to Spring Independent School District shall be paid in the ordinary course of business and failure to make such payments prior to delinquency shall be an event of default under this Plan. Spring Independent School District shall retain all tax liens until its tax claims have been paid in full. In the event of a Default in payment to Spring Independent School District as herein provided, Spring Independent School District shall send written notice of default to the Reorganized Debtor. If the default is not cured within thirty (30) days after notice of the default is mailed, Spring Independent School District may exercise any and all rights and remedies under applicable non-bankruptcy law to collect all delinquent taxes, penalties, interest, attorney's fees, and costs assessed under Texas law, or seek such relief as may be appropriate in the United States Bankruptcy Court. * Harris County MUD #189 -- This creditor is owed $2, 129.59 in personal property taxes. Notwithstanding anything in the Debtor's Plan of Reorganization to the contrary it will be paid in full plus statutory interest in consecutive monthly payment within 5 years of the petition date, with the first monthly payment being due and payable on the 15th day of the first month following the effective date of the plan. The monthly payment will be approximately $56.00. The 2019 and subsequent ad valorem taxes owed to Harris County MUD #189 shall be paid in the ordinary course of business and failure to make such payments prior to delinquency shall be an event of default under this Plan. Harris County MUD #189 shall retain all tax liens until its tax claims have been paid in full. In the event of a Default in payment to Harris County MUD #189 as herein provided, Harris County MUD #189 shall send written notice of default to the Reorganized Debtor. If the default is not cured within thirty (30) days after notice of the default is mailed, Harris County MUD #189 may exercise any and all rights and remedies under applicable non-bankruptcy law to collect all delinquent taxes, penalties, interest, attorney's fees, and costs assessed under Texas law, or seek such relief as may be appropriate in the United States Bankruptcy Court. * Texas Comptroller of Public Accounts and the Texas Workforce Commission -- A failure by the reorganized Debtor to make a payment to the T WC or the Comptroller pursuant to the terms of the Plan shall be an Event of Default. If the reorganized Debtor fails to cure an Event of Default as to tax payments within ten (10) days after service of written notice of default from the T WC or the Comptroller, the T WC or the Comptroller may (a) enforce the entire amount of its claim, (b) exercise all rights and remedies under applicable nonbankruptcy law, and (c) seek such relief as may be appropriate in this court. Notice of the default shall be served by first class mail upon the reorganized Debtor at: 15621 Blue Ash Drive, Suite 100, Houston, TX 77090, Attn: Chief Executive Officer, and upon Debtor's attorney at: 909 Fannin, Suite 3810, Houston, TX 77010, Attn: Margaret Maxwell McClure, Esq. The Debtor shall be allowed to cure up to two (2) defaults. Upon a third default, the TWC or the Comptroller, at its option, may declare the default non-cureable and proceed to collect the remainder of the debt. A full-text copy of the Plan Confirmation Order dated March 27, 2019, is available at http://tinyurl.com/yy6plk62from PacerMonitor.com at no charge. About Lassiter Industries Lassiter Industries, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-34070) on July 25, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Jeff Bohm presides over the case. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. LAZER COMBAT: Seeks to Extend Exclusive Filing Period to Sept. 28 ----------------------------------------------------------------- Lazer Combat, LLC asked the U.S. Bankruptcy Court for the Eastern District of New York to extend the period during which it has the exclusive right to file a Chapter 11 plan through Sept. 28, and to solicit acceptances for the plan through Nov. 28. The company's exclusive filing period is set to expire on May 28. The extension, if granted by the court, would give the company more time to conduct a thorough review of its business operations to be able to formulate a plan of reorganization, according to its attorney, Michael McAuliffe, Esq. "The debtor's ability to reorganize hinges, in substantial part, upon the debtor's decisions concerning the scope of its future business operations," Mr. McAuliffe said in court filings. Lazer Combat has continued to examine various options that would enable the company to either assume or reject its lease with Long Island Industrial Management LLC, pay its creditors and emerge successfully from bankruptcy. About Lazer Combat LLC Based in Deer Park, New York, Lazer Combat, LLC filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-70693) on Jan. 28, 2019. In the Petition signed by its managing member, Vyacheslave Milov, the Debtor listed assets under $50,000 and liabilities under $500,000. The case has been assigned to Judge Robert E. Grossman. The Debtor tapped The Law Office of Michael G. McAuliffe, Esq., as its legal counsel. LONG BLOCKCHAIN: Subsidiary Secures C$450,000 in Loans ------------------------------------------------------ Long Island Brand Beverages LLC, a wholly owned subsidiary of Long Blockchain Corp., obtained on March 27, 2019, an advance of C$200,000 (or approximately $150,000) from ECC Ventures 2 Corp. and an advance of C$250,000 (or approximately $187,500) from Long Island Beverages Corp. ECC2 previously had advanced C$50,000 (or approximately $37,5000) to LIBB. The Loans by ECC2 were made pursuant to a loan agreement by and among LIBB, the Company and ECC Ventures 2 Corp. and a general security agreement, by and between LIBB and ECC2, each dated as of Jan. 31, 2019. The Loan by LIBC was made on terms substantially similar to those contained in the Loan Agreement and Security Agreement. As previously disclosed, the Company, ECC2 and LIBC are party to that certain letter of intent, dated Jan. 16, 2019, relating to the sale of LIBB to ECC2 for a combination of cash and shares of ECC2. The Loans incur interest at a rate of 10% per annum and mature on July 31, 2019. Accrued and unpaid interest is payable in cash on July 1, 2019 and on the first day of each calendar month thereafter. The guaranty terminates upon consummation of a sale of all or substantially all of the equity or assets of LIBB to the Lender or its affiliates. The Loans are secured by all of the assets of LIBB and are guaranteed by the Company. The Loan Agreement contains customary representations and warranties and affirmative and negative covenants of LIBB, including without limitation covenants that restrict LIBB from making investments, incurring liens and permitting a change of control to occur, subject to certain exceptions. The Loan Agreement provides that the termination of the LOI or any definitive agreements executed with respect to the Transactions, the breach of the LOI or Definitive Agreements by the Company or LIBB, and certain other customary events constitute events of default. Upon the occurrence of an event of default, at the option of the Lender, all principal and interest under the Lender's Loan will become immediately due and payable. Notwithstanding the foregoing, if the event of default relates to the termination of the LOI or Definitive Agreements by the Lender without the consent of LIBB, or the termination of such agreements by another party based on a breach by the Lender, LIBB will have 30 days after demand to repay the Lender's Loan. The Company used $235,000 of the Loans to satisfy in full its obligations under that certain agreement for the purchase and sale of future receipts, dated Nov. 27, 2017, with Radium2 Capital Inc. Pursuant to the Radium Agreement, Radium was entitled to receive 15% of the proceeds from the Company's future sales, up to a specified maximum amount. Upon payment of the $235,000, the Radium Agreement was terminated and the Company has no further obligation thereunder. Davidson Settlement On April 1, 2019, the Company entered into a settlement agreement with Julian Davidson, the Company's former Chairman of the Board, pursuant to which the Company and Mr. Davidson finally settled certain claims made by Mr. Davidson for severance. Pursuant to the settlement agreement, among other things, the Company agreed to issue 1,000,000 shares of common stock to Mr. Davidson and granted Mr. Davidson certain registration rights with respect to the shares. The shares are being issued to Mr. Davidson in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. About Long Blockchain Corp. Headquartered in Hicksville, New York, Long Blockchain Corp. -- http://www.longblockchain.com/-- is focused on developing and investing in globally scalable blockchain-based financial technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long-term value for its shareholders and the global community by investing in and developing businesses that are "on-chain". Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea'. Long Blockchain incurred a net loss of $15.21 million in 2017 and a net loss of $10.44 million in 2016. As of June 30, 2018, Long Blockchain had $11.28 million in total assets, $3.68 million in total liabilities, and $7.59 million in total stockholders' equity. Marcum LLP, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MONITRONICS INTERNATIONAL: S&P Lowers Issuer Credit Rating to 'SD' ------------------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on Monitronics International Inc. to 'SD' from 'CC'. The rating agency also lowered the issue-level rating on the company's unsecured notes to 'D' from 'C' and affirmed the 'CC' issue-level rating on the company's $1.1 billion first-lien term loan due 2022. The downgrade follows Monitronics' election not to make an approximately $26.7 million in interest on its 9.125% unsecured notes due 2020. A payment default has not yet occurred under the indenture governing the notes, which provides a 30-day grace period. However, S&P believes the company will likely not meet its debt obligations with noteholders until it has agreed a financial restructuring plan with them. The rating agency does not view this action as a default on the first-lien term loan as the company entered a forbearance agreement through April 30, 2019. S&P will reevaluate the ratings upon the earlier of a strategic transaction or termination of the forbearance agreements. NEW ENGLAND MOTOR: Committee Taps CohnReznick as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of New England Motor Freight, Inc., and its debtor-affiliates received approval from the U.S. Bankruptcy Court for the District of New Jersey to retain CohnReznick LLP as its financial advisor and CohnReznick Capital Market Securities, LLC as its investment banker. The committee requires CohnReznick to: a) ascertain the viability of some or all of the Debtors' businesses; b) analyze and review key motions to identify strategic financial issues; c) provide input and oversight on proposed sales of the Debtors' businesses and assets; d) monitor and report to the committee regarding the Debtors' post-petition operating results and cash flows; e) review the books and records of the Debtors for related party, fraudulent transactions, and preferences; f) analyze the Debtors' forecasts and budgets for purposes of analyzing plan feasibility and other plan confirmation requirements; g) provide forensic accounting services to identify and quantify asset transfers or hidden assets and the extent to which insiders and third parties benefited to the detriment of the unsecured creditors; h) investigate and analyze all potential avoidance action claims; i) assist in the preparation of a Chapter 11 plan; j) review and analyze the Debtors' historical financial information; k) assist the committee in negotiations with the Debtors or other parties in interest; l) provide litigation support services if necessary and appropriate to any litigation undertaken by the committee; and m) render such assistance as the committee and its counsel may deem necessary. Meanwhile, CRC, an independent affiliated investment bank of CohnReznick, will provide investment banking support services, which include identifying opportunities and issues for the sale of the Debtors; advising the committee on enterprise valuation; and participating in negotiations with various stakeholders. The services that CRC will provide are separate and distinct from the work of CohnReznick's consultants, according to court filings. CohnReznick's and CRC's normal hourly billing rates are: Partners and Senior Partners $685 to $925 Managers/Senior Managers/ Directors/Managing Directors $520 to $725 Other Professional Staff $295 to $495 Paraprofessionals $225 CohnReznick and CRC are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. CohnReznick can be reached through: Kevin P. Clancy CohnReznick LLP 1301 Avenue of the Americas New York, NY 10019 Phone: 212-297-0400 About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC, as restructuring advisor; and Donlin Recano as claims agent. About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC, as restructuring advisor; and Donlin Recano as claims agent. The Office of the U.S. trustee appointed an official committee of unsecured creditors on February 21, 2019. The committee tapped Lowenstein Sandler LLP and Elliott Greenleaf as its legal counsel. NEW ENGLAND MOTOR: Committee Taps Elliott Greenleaf as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of New England Motor Freight, Inc. and its affiliated debtors received approval from the U.S. Bankruptcy Court for the District of New Jersey to retain Elliott Greenleaf, P.C. effective February 21. Elliott Greenleaf will serve as co-counsel with Lowenstein Sandler LLP, the other law firm hired by the committee in connection with the Debtors' Chapter 11 cases. Elliott Greenleaf will provide these services: (a) advise the committee of its powers and duties in the Debtors' Chapter 11 cases; (b) investigate the acts, conduct, assets, liabilities, financial condition and business operation of the Debtors; (c) assist in negotiations with respect to any disposition of the Debtors' assets, plan of reorganization and disclosure statement; and (d) serve as conflicts counsel as needed. The firm's hourly rates are: Shareholders $400-$650 Associates $225 Paralegals and Assistants $190 - $225 Rafael Zahralddin-Aravena, director and chair of Elliott Greenleaf's Commercial Bankruptcy and Restructuring Practice, attests that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Zahralddin-Aravena disclosed that: -- Elliott Greenleaf has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; -- no attorney employed with the firm has varied his rate based on the geographic location of the bankruptcy cases; -- the firm has not represented the committee in the 12 months prior to the Debtors' bankruptcy filing; and -- the committee has approved the budget and staffing plan for the period from February 21 to April 30, 2019. The firm can be reached at: Rafael X. Zahralddin-Aravena, Esq. Jonathan M. Stemerman, Esq. Sarah Denis, Esq. ELLIOTT GREENLEAF, P.C. 1105 Market Street, Suite 1700 Wilmington, DE 19801 Phone: (302) 384-9400 Fax: (302) 384-9399 E-mail: rxza@elliottgreenleaf.com jms@elliottgreenleaf.com sxd@elliottgreenleaf.com About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases have been assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC as restructuring advisor; and Donlin Recano as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on February 21, 2019. Lowenstein Sandler LLP and Elliott Greenleaf, P.C. represent the committee as counsel. NEW ENGLAND MOTOR: Committee Taps Lowenstein Sandler as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of New England Motor Freight, Inc., and its debtor-affiliates received approval from the U.S. Bankruptcy Court for the District of New Jersey to retain Lowenstein Sandler LLP as its legal counsel effective Feb. 21. The professional services that Lowenstein will provide are: (a) advise the committee with respect to its rights, duties, and powers in the Debtors' Chapter 11 cases; (b) assist and advise committee in its consultations and communications with the Debtors relative to the administration of their cases; (c) assist the committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' businesses; (e) assist the committee in its investigation of the liens and claims of the holders of the Debtors' pre-bankruptcy debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (g) assist and advise the committee as to its communications to unsecured creditors; (h) represent the committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the court and advise the committee as to their propriety; (j) assist the committee in preparing pleadings and applications as may be necessary in furtherance of its interests and objectives; (k) prepare, on behalf of the committee, pleadings and other legal documents; and (l) 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. Lowenstein's hourly rates are: Partners $600 - $1,350 Senior Counsel and Counsel $470 - $790 Associates $370 - $640 Paralegals and Assistants $200 - $350 Mary Seymour, Esq., a partner at Lowenstein Sandler, attests that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Seymour disclosed that: -- Lowenstein has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement varies his rate based on the geographic location of the Debtors' bankruptcy cases; -- the firm has not represented the committee in the 12 months prior to the Debtors' bankruptcy filing; and -- the committee has approved the budget and staffing plan for the period from February 21 to May 31, 2019. The firm can be reached at: Mary E. Seymour, Esq. Joseph J. DiPasquale, Esq. John P. Schneider, Esq. Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 E-mail: mseymour@lowenstein.com jdipasquale@lowenstein.com About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC, as restructuring advisor; and Donlin Recano as claims agent. The Office of the U.S. trustee appointed an official committee of unsecured creditors on February 21, 2019. The committee tapped Lowenstein Sandler LLP and Elliott Greenleaf as its legal counsel. NEW JERSEY HMFA-CAP: Moody's Affirms Ba1 for 2004A Bonds -------------------------------------------------------- Moody's Investors Service has affirmed ratings on eleven public housing authority capital fund bonds. The outlooks on all PHA capital fund bonds remain negative. This rating action affects the following bond programs: Alabama Public Housing Authorities Capital Program Revenue Bonds, Series 2003-B. Rating affirmed at Baa2 with a negative outlook. District of Columbia Housing Finance Agency - Capital Fund Program Bonds Capital Program Revenue Bonds, Series 2005. Rating affirmed at Baa2 with a negative outlook. Denver City & County Housing Authority Capital Funding Program (CO) Capital Fund Program Revenue Bonds, Series 2007 (Three Towers Rehabilitation Project). Rating affirmed at A2 with a negative outlook. East Providence HA-Capital Funds Housing Revenue Bonds (RI) Capital Funds Housing Revenue Bonds, Series 2002. Rating affirmed at A3 with a negative outlook. Industrial Development Board of New Orleans - Capital Fund Revenue Bonds, LA Capital Fund Program Revenue Bonds Series A of 2003. Rating affirmed at A3 with a negative outlook. Maryland CDA - Capital Fund Securitization Capital Fund Securitization Revenue Bonds, Series 2003. Rating affirmed at Baa2 with a negative outlook. New Jersey HMFA-Cap Fund Prog. Rev. Bds. 2004 Capital Fund Program Revenue Bonds, Series 2004A. Rating affirmed at Ba1 with a negative outlook. New Jersey HMFA-Cap Fund Prog. Rev. Bds. 2007 Capital Fund Program Revenue Bonds, 2007 Series A. Rating affirmed at Baa2 with a negative outlook. Pennsylvania HFA - Capital Fund Securitization Capital Fund Securitization Revenue Bonds, Series 2005A. Rating affirmed at Baa1 with a negative outlook. Philadelphia Capital Fund Revenue Program (PA) Capital Fund Program Revenue Bonds, Series 2002A, and Capital Fund Program Revenue Bonds Series C of 2003 and Series D of 2003. Ratings affirmed at A2 with a negative outlook. Puerto Rico HFA - Capital Fund Program Bonds Capital Fund Program Bonds Series 2003. Rating affirmed at A2 with a negative outlook. RATINGS RATIONALE The ratings are based on continued satisfactory debt service coverage levels at the respective rating levels. The financings continue to benefit from debt service coverage levels that mitigate potential future declines in funding. Future funding to the programs, which rely on this funding stream as the primary repayment source for the capital appropriation bonds, will depend on future budgets, which may be materially reduced from the current level. RATING OUTLOOK The negative outlook reflects ongoing pressures on the sector which is highly dependent on future levels of capital funding. FACTORS THAT COULD LEAD TO AN UPGRADE - While a rating upgrade is unlikely in a near to medium term, significant and sustained improvement in the programs' debt service coverage ratios, along with sustainable history of strong funding levels and budget proposals would be credit positive FACTORS THAT COULD LEAD TO A DOWNGRADE - Declining capital fund appropriations, which result in substantial erosion of the respective debt service coverage levels LEGAL SECURITY PHA capital fund bonds are paid from capital fund allocations that are appropriated annually by Congress to the US Department of Housing and Urban Development. Under the program, the funding is allocated by HUD to individual PHAs and used by the PHAs, first, to pay debt service on bonds, if any, and then for other capital improvements to their projects. PROFILE PHA Capital Fund financings are bonds issued by public housing authorities to fund the modernization or repair of various public housing developments. Program funding directly impacts PHA's ability to repay the bonds. Thus the size of each PHA's annual allocation relative to annual debt service on the bonds, the debt service coverage, is one of the key credit factors of these financings as it identifies the programs' resiliency to declines in future funding. NGL ENERGY: Moody's Rates Proposed $450MM Sr. Unsec. Notes 'B2' --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to NGL Energy Partners LP's (NGLEP) proposed offering of $450 million senior unsecured notes due 2026. NGLEP's other ratings and stable outlook were unchanged. The note proceeds will be used to reduce outstanding borrowings under the partnership's revolving credit facility. "Although this is a debt-neutral transaction, it will free up revolver liquidity and reduce the risk of potential covenant violation, providing additional financial flexibility, said Sajjad Alam, Moody's Senior Analyst. Assignments: Issuer: NGL Energy Partners LP Senior Unsecured Notes, Assigned B2 (LGD5) RATINGS RATIONALE The new 2026 notes will rank pari passu in right of payment with NGLEP's existing 2023 and 2025 senior unsecured notes, and therefore, were assigned the same ratings. The unsecured notes are rated B2, one notch below the B1 CFR because of the significant amount of secured debt in NGLEP's capital structure. The partnership has two secured revolving credit facilities with a combined commitment amount of $1.765 billion, which are secured by substantially all of NGL's assets. The notes are also structurally subordinated to all obligations of NGL's operating subsidiaries. NGLEP's B1 Corporate Family Rating (CFR) reflects its reduced financial leverage from very high levels, improving earnings, and a more focused business strategy around its water solutions and crude oil logistics businesses. While the company still has significant exposure to volume, weather and basis risks, Moody's believes NGLEP will be able to further stabilize its cash flow and reduce leverage through 2020 as it continues to add fee-based revenues under long term water services contracts in the Delaware Basin and maximize throughput volumes on the Grand Mesa crude oil pipeline. Management is looking to divest additional non-core assets to improve profitability and further strengthen its balance sheet. NGLEP's primary strengths include its diversified midstream operations across several key US hydrocarbon basins, increasing fee-based cash flow, and proven internal risk management practices. Although the company has historically pursued an acquisition driven growth strategy, Moody's expects organic growth to be the primary focus through 2020 particularly involving its water business. The company's logistics businesses have low barriers to entry, limited long-term contractual protection and strong correlation with US oil and NGL production, storage and transportation volumes. The partnership should have adequate liquidity through mid-2020, which is captured in the SGL-3 rating. Moody's expects breakeven to slightly positive free cash flow in fiscal 2020 based on management's reduced growth spending plans. Any funding shortfall could be covered with its available revolving line of credit. NGL has a combined $1.765 million committed revolving credit agreement that was allocated between a $1.25 billion working capital facility and a $515 million acquisition facility at December 31, 2018. Pro forma for the notes offering, NGLEP had $1.1 billion of combined availability under the two credit facilities after accounting for $158 million of letters of credit. The commitments under the credit agreement expire on October 5, 2021. The stable outlook reflects NGLEP's improving financial leverage from higher levels and increasing earnings. NGL's ratings could be upgraded if leverage is sustained below 5x and distribution coverage is sustained above 1.2x. The ratings could be downgraded if leverage rises above 6x or if the company significantly increases capital spending leading to large negative free cash flow. The principal methodology used in these ratings was Midstream Energy published in December 2018. NGL Energy Partners, LP is a diversified midstream Master Limited Partnership headquartered in Tulsa, Oklahoma. NORTH GWINNETT: Seeks to Hire Jones & Walden as Legal Counsel ------------------------------------------------------------- North Gwinnett SUV, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Jones & Walden, LLC, as its legal counsel. The firm will advise the Debtor of its rights and duties under the Bankruptcy Code; conduct examinations; represent the Debtor with respect to a bankruptcy plan; and provide other legal services in connection with its Chapter 11 case. The firm will be paid at these hourly rates: Attorneys $200 to $350 Legal Assistants $90 Jones & Walden holds a $25,000 retainer as of the Petition Date. Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in court filings that she and her firm neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Leslie M. Pineyro, Esq. Jones & Walden, LLC 21 Eighth Street, NE Atlanta, GA 30309 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About North Gwinnett SUV North Gwinnett SUV, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-54469) on March 21, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Jones & Walden, LLC is the Debtor's counsel. NUSTAR ENERGY: Egan-Jones Withdraws B Local Currency Unsec. Rating ------------------------------------------------------------------ Egan-Jones Ratings Company, on March 25, 2019, withdrew its 'B' local currency senior unsecured ratings on debt issued by NuStar Energy L.P. NuStar Energy L.P. is a publicly traded master limited partnership. The company is one of the largest independent liquids terminal and pipeline operators in the nation. OHC/GP I: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Outreach Housing Corporation 19-31259 16200 Dallas Parkway, Suite 190 Dallas, TX 75248 OHC/GP I, Ltd. 19-41454 16200 North Dallas Parkway, Suite 190 Dallas, TX 75248 Business Description: OHC/GP I, Ltd. listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 700 Timber Oaks Lane, Grand Prairie, Texas 75051. Outreach Housing Corporation is a non-profit corporation that focuses on helping low and moderate income persons and families acquire affordable housing. Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court Northern District of Texas Judges: Hon. Harlin DeWayne Hale (19-31259) Hon. Mark X. Mullin (19-41454) Debtors' Counsel: Frances Anne Smith, Esq. ROSS & SMITH, PC Plaza of the Americas 700 N. Pearl Street, Ste. 1610 Dallas, TX 75201 Tel: 214.377.7879 Fax: 214.377.9409 Email: frances.smith@judithwross.com Outreach Housing's Estimated Assets: $50,000 to $100,000 Outreach Housing's Estimated Liabilities: $50,000 to $10,000 OHC/GP I's Estimated Assets: $10 million to $50 million OHC/GP I's Estimated Liabilities: $10 million to $50 million The petitions were signed by Berri T. McBride, president. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/txnb19-31259.pdf http://bankrupt.com/misc/txnb19-41454.pdf List of OHC/GP I's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. City of Grand Prairie Arrearage $75,964 Water Utilities PO Box 660814 Dallas, TX 75266-0814 Tel: 972-237-8200 2. Provident Management, Inc. Arrearage $40,455 4851 Keller Springs Rd., #209 Addison, TX 75001 Tel: 972-733-0096 3. Atmos Energy Arrearage $9,066 PO Box 790311 St. Louis, MO 63179-0311 Tel: 888-286-6700 4. Wilmar Industries, Inc. Arrearage $8,159 PO Box 404284 Atlanta, GA 30384-4284 Tel: 800-355-3335 5. North South Building LLC Arrearage $5,757 4851 Keller Springs Rd., Ste 209 Addison, TX 75001 6. Boley Landscaping Arrearage $5,400 P.O. Box 122149 Fort Worth, TX 76121 7. Republic Service Arrearage $5,336 PO Box 78829 Phoenix, AZ 85062-8829 Tel: 972-225-5252 8. Diamond Property Arrearage $4,500 Consultants 2113 Kings Pass Heath, TX 75032 Tel: 972-475-9977 9. Green Mountain Energy Arrearage $3,580 Dept. 1233 P.O. Box 121233 Dallas, TX 75312 Tel: 866-767-5817 10. Time Warner Cable Arrearage $2,865 PO Box 60074 City of Industry, CA Tel: 91716-0074 11. AZ Parts Master Arrearage $2,610 7125 West Sherman Street Phoenix, AZ 85043 Tel: 214-261-1050 12. Ranger Fire, Inc. - Alarm Arrearage $1,780 Division 1000 S. Main St. Suite 150 Grapevine, TX 76051 Tel: 817-410-9070 x221 13. PPG Architectural Coatings Arrearage $1,489 2110 W Pioneer Parkway Pantego, TX 76013 817-275-2791 14. ResMan, LLC Arrearage $1,430 PO BOX 4687 Logan, UT 84323 801-961-1075 15. TXU Energy Arrearage $1,279 PO Box 650638 Dallas, TX 75265-0638 Tel: 888-399-5501 16. M & J Painting and Arrearage $1,215 Maintenance Services 3035 Parkline Trail Grand Prairie, TX 75052 17. Pest Proof Exterminating Arrearage $840 PO Box 164 Dublin, TX 76446 18. Judge Kenneth Sanders Collecting for- $823 1100 E. Broad St., Suite 202 Mansfield, TX 76063 Tel: 817-473-5101 19. Illustratus Arrearage $677 8455 Lenexa Dr Overland Park, KS 66214 Tel: 913-725-1000 20. Affordable Business Arrearage $534 Machines PO Box 532074 Grand Prairie, TX 75053-2074 Tel: 214-394-1882 OLD FIREHOUSE OF POMONA: Seeks to Hire Raymond H. Aver as Counsel ----------------------------------------------------------------- Old Firehouse of Pomona, LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Raymond H. Aver as its legal counsel. The services to be provided by the firm include: a. representing the Debtor at the initial interview and meeting of creditors; b. advising the Debtor regarding matters of bankruptcy law; c. representing the Debtor in contested matters; d. assisting the Debtor in the negotiation, preparation and implementation of a plan of reorganization; e. conducting an analysis of claims that have been filed in the Debtor's bankruptcy case; f. negotiating with the Debtor's secured and unsecured creditors regarding the amount and payment of their claims; and g. filing objections to claims. The firm will be paid at these hourly rates: Raymond Aver Shareholder $525 Kateryna Bilenka Associate $395 Marta Wade Of Counsel $325 Ani Minasyan Paraprofessional $175 The firm received a retainer in the amount of $25,000, exclusive of the $1,717 filing fee. The Debtor will reimburse the firm for work-related expenses. Raymond Aver, Esq., a partner at the Law Offices of Raymond H. Aver, assured the court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firm can be reached at: Raymond H. Aver, Esq. Law Offices of Raymond H. Aver 10801 National Blvd., Suite 100 Los Angeles, CA 90064 Telephone: (310) 571-3511 Email: ray@averlaw.com About Old Firehouse of Pomona Old Firehouse of Pomona, LLC, a company based in Los Angeles, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11227) on February 5, 2019, listing under $1 million in both assets and liabilities. Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, serves as legal counsel. ORCHARD ACADEMY: Seeks to Hire Rabinowitz Lubetkin as Legal Counsel ------------------------------------------------------------------- The Orchard Academy seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire Rabinowitz, Lubetkin & Tully, LLC as its legal counsel. Rabinowitz Lubetkin will provide legal services including court appearances, research, preparation and drafting of pleadings and other documents, preparation for court hearings and related work, negotiations and advice with respect to its Chapter 11 case. The firm will be paid at these hourly rates: Partners $325 to $550 Associates $195 to $325 Paralegals $150 Rabinowitz Lubetkin will also be reimbursed for work-related expenses incurred. Jay Lubetkin, Esq., a partner at Rabinowitz Lubetkin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Rabinowitz Lubetkin can be reached at: Jay L. Lubetkin, Esq. Rabinowitz, Lubetkin & Tully, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: (973) 597-9100 About The Orchard Academy The Orchard Academy at Camp Harmony -- http://theorchardacademy.org -- dedicates itself to the care, support and development of young learners based on the virtues of encouragement, play, self-discovery and social and emotional growth. With 50 years of child care experience, Camp Harmony serves as its model for integrating the core values of summer camp –- experimentation, self-exploration and relationship building –- in a year-round setting to enrich the growth of its students. The Orchard Academy at Camp Harmony sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-15301) on March 15, 2019, listing under $1 million in both assets and liabilities. Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, represents the Debtor as counsel. ORSE LLC: Seeks to Hire Eric A. Liepins as Legal Counsel -------------------------------------------------------- Orse, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Eric Liepins, Esq., the attorney who will be handling the case, charges $275 per hour. The hourly rates for paralegals and legal assistants range from $30 to $50. The firm received a retainer of $3,500, plus the filing fee. Mr. Liepins disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About Orse LLC Orse, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-31007) on March 22, 2019. At the time of the filing, the Debtor disclosed $70,000 in assets and $612,000 in liabilities. The case is assigned to Judge Harlin Dewayne Hale. Eric A. Liepins, P.C., is the Debtor's counsel. PGX HOLDINGS: S&P Lowers ICR to 'CCC+ on Tight Covenant Headroom ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based credit report repair service provider PGX Holdings Inc. (d/b/a Progrexion) to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue-level ratings on Progrexion's senior secured first-lien credit facility to 'B-' from 'B' and on the senior secured second-lien loan to 'CCC-' from 'CCC'. The recovery ratings are unchanged. The downgrade reflects S&P's expectations for slower-than-anticipated growth despite the improvements the company made in cost management against an aggressive covenant stepdown schedule. Under S&P's forecast, these operational challenges result in very limited covenant headroom over the next 12 months bar an unforeseen positive development. In 2018, the company began to prioritize the acquisition of higher quality customers to reduce expenses and improve profitability. While the rating agency views this as positive, this led to slower growth rates than historically but lower customer acquisition costs. Moreover, the potential impact of any settlement arising from the investigation by the CFPB remains uncertain. The negative outlook reflects Progrexion's narrowing covenant cushion and weak recent operating performance which could lead to a covenant breach over the next 12 months given its active step-down schedule. The negative outlook also reflects the potential for PGX to face liquidity constraints from settlement-related costs and an inability to refinance or amend its first-lien term loan, which will become current in September 2019. "We could lower the rating if we believe a financial covenant breach or payment default is likely within the next 12 months, whether through competitive pressures, a large settlement, or an inability to refinance its capital structure," S&P said. "We could stabilize the outlook or raise the rating if PGX is able to refinance or amend its capital structure and covenant levels. We would also look for clarity on any potential settlement amount. This assumes that leverage doesn't rise significantly from current levels," the rating agency said. PRESSURE BIOSCIENCES: CFO's Departure Causes 10-K Filing Delay -------------------------------------------------------------- Pressure BioSciences, Inc. has filed with the U.S. 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. Pressure Biosciences 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. This delay was related to the departure of the Company's chief financial officer on Feb. 22, 2019. 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 review of the financial statements for the period ended Dec. 31, 2018 to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. About Pressure Biosciences South Easton, Massachusetts-based Pressure BioSciences -- http://www.pressurebiosciences.com/-- is engaged in the development and sale of innovative, broadly enabling, pressure-based solutions for the worldwide life sciences industry. The Company's products are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology) hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to safely and reproducibly control bio-molecular interactions. Pressure Biosciences incurred a net loss of $10.71 million in 2017 compared to a net loss of $2.70 million in 2016. As of Sept. 30, 2018, the Company had $2.25 million in total assets, $7.47 million in total liabilities, and a total stockholders' deficit of $5.21 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, MaloneBailey, LLP, in Houston, Texas, the Company's independent registered public accounting firm since 2015, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors stated that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRIMARY PROVIDERS: May 6 Hearing on Disclosure Statement -------------------------------------------------------- The hearing to consider approval of the disclosure statement explaining Primary Providers of Alabama, Inc.'s Plan of Reorganization will be held on Monday, May 6, 2019 at 2:30 p.m. before the Honorable Clifton R. Jessup, Jr. at the United States Bankruptcy Court, 400 Well Street, Decatur, AL 35601. Monday, April 29, 2019, by 12:00 p.m. Noon, CDT is fixed as the deadline to file any Objections to the Disclosure Statement. Class 6 - General Unsecured Claims are impaired. Claims ## 3, 4, 6, 7, 8, 9 14, 15 and 16 ($516,341.20) + Claims ## 10 & 11 (collectively $417,801.50; these secured claims are expected to be recategorized as wholly unsecured claims. Beginning on the Effective Date, Debtor will begin making monthly payments of $500.00, split on a pro-rata basis between all creditors in this Class on their approved claim amounts, until the sum of 5% of the total allowed claims in this class are paid. Thereafter, any remaining balance on the claims in this Class will be forever discharged. Payments to creditors whose claims are disputed will not begin until after the Bankruptcy Court has entered a final order determining the amount of the disputed creditors' allowed claim, or on the Effective Date, whichever is later. Payments to creditors in this class are estimated to last for a term of 88-94 months (Estimated monthly payment of $500.00, split pro rata). Class 1 - Secured Claim. ServisFirst Bank are impaired. Claims ## 12 & 13 (collectively $69,084.90) The creditor in this class will be paid in full its approved claim amount over the course of a 120-month term with interest accruing at the contractually agreed rate of 4.25% (Claim 14-1), with a standard amortization schedule for the term. Except as otherwise provided, this creditor will retain all security interests in any collateral. New payments will begin on the Effective Date. (Estimated monthly payment of $707.69). Class 2 - Secured Claim Lynda Hall, Tax Collector are impaired. Claim # 5 ($2,257.71). The creditor in this class will be paid in full its approved claim amount over the course of a 60-month term with interest accruing at the rate of Prime on the Effective date, as published in the Wall Street Journal, (5.50% as of March 5, 2019), with a standard amortization schedule for the term. Except as otherwise provided, this creditor will retain all security interests in any collateral. New payments will begin on the Effective Date. (Estimated monthly payment of $43.12). Class 3 - Disputed Secured Claim. BancorpSouth Bank are impaired. Claims ## 10 & 11 (collectively $417,801.50). The secured status of the creditor in this Class is disputed. The Debtor expects this Class to be extinguished and the claims of creditor BancorpSouth Bank to be recharacterized as unsecured claims belonging in Class 5. The creditor in this class will be paid in full its approved claim amount over the course of an 120-month term with interest accruing at the contractually agreed rate of 4.00% (Claim 11-1), with a standard amortization schedule for the term. Except as otherwise provided, this creditor will retain all security interests in any collateral. Class 4 - Administrative Claims of Professionals Employed by the Debtor are impaired. To the extent the Debtor cannot pay the claimants in this Class in full within 120 days of the Effective Date, and to the extent that that the claimants consent to such treatment, the Debtor will begin making monthly payments of $1,000.00, split on a pro-rata basis between all claimants on their approved claim amounts until the total allowed claims in this class are paid in full. Payments to claimants in this class will not begin until after the Bankruptcy Court has entered a final order approving these claimant fees and expenses. (Estimated monthly payment of $1,000.00, split pro rata). Class 5 - Unsecured Priority Tax Claims IRS are impaired. Claims ## 1 & 17 (collectively $23,211.27). The creditor in this class will be paid in full is approved claim amount over the course of a 60-month term with interest accruing at the rate of 5.00%, with a standard amortization schedule for the term. New payments will begin on the Effective Date. (Estimated monthly payment of $438.03). Class 7 - Interests of Equity Interest Holders in Debtor are impaired. Equity interest holders will retain their membership interests in Debtor and, in order to comply with the new value exception to the absolute priority rule, will contribute the sum of $1,000.00 to the Debtor entity by or before the Plan’s Effective Date. On the Effective Date, the Debtor shall first fund payments to the holders of Allowed Administrative Claims to the extent such holders have not agreed to other treatment. A full-text copy of the Disclosure Statement dated March 28, 2019, is available at http://tinyurl.com/y2uk2h37from PacerMonitor.com at no charge. About Primary Providers Primary Providers of Alabama Inc. is a Medical Group that has 2 practice medical offices located in 1 state 2 cities in the USA. There are 6 health care providers, specializing in Family Practice, Nurse Practitioner, being reported as members of the medical group. Medical taxonomies which are covered by Primary Providers of Alabama Inc. include Adult Health, Nurse Practitioner, Women's Health, Family Medicine, Gerontology, Family. Based in Huntsville, Alabama, Primary Providers of Alabama Inc., filed a voluntary case under Chapter 11 of Title 11, United States Code (Bankr. N.D. Ala. Case No. 18-83207) on Oct. 26, 2018. The owner, Jason Allman, signed the petition. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The case is assigned to Judge Clifton R. Jessup Jr. Tazewell Shepard at Sparkman, Shepard & Morris, P.C., is the Debtor's counsel. PROJECT 19 HIGHLINE: Case Summary & 19 Unsecured Creditors ---------------------------------------------------------- Debtor: Project 19 Highline LLC c/o Getzler Henrich & Associates LLC 295 Madison Avenue, 20th Floor New York, NY 10017-6434 Business Description: Project 19 Highline LLC holds 100% membership interest in an entity known as Project 19 Highline Development LLC, which owns the condominium development project located at 435-437 19th Street, New York, NY. Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-11068 Debtor's Counsel: J. Ted Donovan, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-221-5700 Fax: 212-422-6836 Email: TDonovan@GWFGlaw.com - and - Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Email: knash@gwfglaw.com Total Assets: $55,000,000 Total Liabilities: $40,461,930 The petition was signed by William Henrich, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-11068.pdf List of Debtor's 19 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. A & A Welding Inc. Steel Work $8,000 515 Bayview Ave Inwood, NY 11096-1703 2. ABC Select NY Inc Demo, Steel, $400,000 242 Nevins St Concrete Brooklyn, NY 11217-3013 3. Batco Construction Inc Demo $10,600 9231 Springfield Blvd Queens Village, NY 11428-1856 4. Certified Steel Co. Inc. Steel Supplier $3,144 1333 Brunswick Ave, Ste 200 Lawrenceville, NJ 08648-4502 5. Charlene Dodson Site Safety $5,000 1061 Arnow Ave Bronx, NY 10469-4021 6. Con Edison Jaf Station Electricity $2,669 PO Box 1702 New York, NY 10016-1702 7. ECB Violations $0 66 John St. New York, NY 10038-3735 8. Everest Scaffolding, Inc. $2,504 1150 Longwood Ave Bronx, NY 10474-5714 9. Gregg E. Bienstock, Waste Water Tank $7,770 Marshal, City of New 3635 Bell Blvd Bayside, NY 11361-2167 10. Internal Revenue Service $0 Centralized Insolvency Operations PO Box 7346 Philadelphia, PA 19101-7346 11. JD Warren GL Insurance $1,133 PO Box 962 Claim Coraopolis, PA 15108-0962 12. Jerico LLC $0 1270 Broadway Rm 810 New York, NY 10001-3224 13. LGML Group Expediting $1,615 2240 84th St #D2 Brooklyn, NY 11214-3370 14. Millenium Tank Maintenance $14,999 6931 Metropolitan Ave Middle Village, NY 11379-2101 15. NYC Dept' of Finance $0 Legal Affairs 345 Adams St. Fl 3 Brooklyn, NY 11201-3719 16. NYS Dep't of Taxation $0 Bankruptcy/Special Procedure PO Box 5300 Albany, NY 12205-0300 17. Rosenberg & Estis, P.C. Condo Lawyer $2,895 733 3rd Ave New York, NY 10017-3204 18. Shehbaz Khattak Site Safety $1,600 1055 Brighton Beach Ave Apt 4 Brooklyn, NY 11235-5645 19. Verizon Cell Tower $0 Verizon Wireless Bankruptcy Administration 500 Technology Dr, Ste 550 Weldon Spring, MO 63304-2225 PYRATECH SECURITY: May 9 Plan Confirmation Hearing -------------------------------------------------- The disclosure statement explaining Pyratech Security Systems, Inc.'s Chapter 11 Plan is granted preliminary approval. The hearing on objections to final approval of the disclosure statement and confirmation of the plan shall be held on May 9, 2019 at 11:00 a.m. in Room 1975, 211 W. Fort Street, Detroit, Michigan. The deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan, is May 1, 2019. 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. QUEST PATENT: Delays Form 10-K Due to Lack of Resources ------------------------------------------------------- Quest Patent Research Corporation has filed with the U.S. 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. Because of the lack of personnel and resources, the compilation, dissemination and review of the information required to be presented in the Form 10-K for the year ended Dec. 31, 2018, the Company requires additional time to gather information relating to the classification of certain liabilities. The Company intends to file the Form 10-K for the year ended Dec. 31, 2018 no later than 15 days after its original filing date. Based on preliminary financial information, for the year ended Dec. 31, 2018, the Company expects to report revenues of approximately $7,070,000 and a net loss of approximately $2,035,000, as compared with revenues of approximately $1,232,000 and a net loss of $1,168,000 for the year ended Dec. 31, 2017. About Quest Patent Quest Patent Research Corporation is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, control or manage eight intellectual property portfolios, which principally consist of patent rights. Quest Patent incurred a net loss of $1.16 million in 2017 following a net loss of $956,000 in 2016. As of Sept. 30, 2018, Quest Patent had $2.19 million in total assets, $5.89 million in total liabilities and a total stockholders' deficit of $3.69 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2013, 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 has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. RAYONIER ADVANCED: S&P Alters Outlook to Stable, Affirms BB- ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Rayonier Advanced Materials Inc. (RYAM) and revised the outlook to stable from positive as prospects for an upgrade within the next 12 months are diminished from its prior expectations. The affirmation and outlook revision reflect expected higher debt leverage (4.1x in 2019 compared to 3.7x in 2018) than S&P's previous forecast, greatly reducing the prospect of an upgrade. S&P's ratings and outlook also acknowledge its view of the company as the largest provider of high purity cellulose products in the small but highly concentrated specialty pulp market. This segment is RYAM's largest, at 55% of revenues and EBITDA in 2018. It conducts most of this business under one- to five-year contracts, which provides a high degree of predictability to revenues and EBITDA from this segment. Commodity price and earnings volatility in the company's smaller business segments -- commodity pulp, lumber, and newsprint—partially offset this predictability. The stable outlook reflects S&P's view that credit measures will remain in a relatively narrow range for 2019 (4.0x-4.5x debt leverage) with interest coverage of just over 4x, appropriate levels for the 'BB-' rating. The rating agency projects possible improvement in 2020 credit metrics, with leverage returning to less than 4x, assuming commodity lumber and pulp prices rebound from current lows and the company achieves its target of $50 million in cost synergies. "We could lower our ratings on RYAM upon further deterioration of lumber, commodity pulp, or newsprint prices such that debt to EBITDA exceeded 5x on a sustained basis. For this to occur, we estimate that adjusted EBITDA margins would have to decline to about 200 basis points (bps) from our projected levels for 2019," S&P said. "We view an upgrade as unlikely in the next 12 months given our forecast of increasing debt leverage for the company. However, we could raise the ratings to 'BB' if volumes and pricing in lumber, commodity pulp, and newsprint strengthened such that EBITDA margins improved about 200 bps, resulting in debt leverage approaching 3x," S&P said. REBEL ARMS: Seeks to Hire ARM Lawyers as Legal Counsel ------------------------------------------------------ Rebel Arms Corp. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire ARM Lawyers as its legal counsel. The firm will advise the Debtor of its rights, duties and powers under the Bankruptcy Code; assist the Debtor 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: (i) $300 per hour for time spent in court; (ii) $275 per hour for other time spent by Patrick Best, Esq., the attorney who will be handling the case; (iii) $225 per hour for time spent by associate attorneys; and (iv) $95 per hour for paralegal services. The Debtor has agreed to pay the firm a retainer fee in the amount of $7,000. ARM Lawyers neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Patrick J. Best, Esq. ARM Lawyers 18 N. 8th St. Stroudsburg, PA 18360 Phone: 570-424-6899 Fax: 484-544-8625 Email: patrick@armlawyers.com About Rebel Arms Corp. Rebel Arms Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-01175) on March 25, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Robert N. Opel II. RIVERBED PARENT: S&P Downgrades ICR to 'B-' on Weak Performance --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based network performance software solutions provider Riverbed Parent Inc. to 'B-' and the issue-level ratings on its first-lien credit facility to 'B-' and on the senior unsecured notes to 'CCC'. The rating agency revised the recovery rating on the first-lien credit facility to '3', from '2'. The downgrade stems from Riverbed Parent Inc.'s very weak operating performance in the back half of 2018 due to sharp declines in revenues and margin erosion from decreased operating leverage and restructuring costs, resulting in operating and leverage performance that was significantly worse than S&P's previous forecast. The negative outlook on Riverbed reflects the weak credit measures S&P expects over the next 12 months and the potential that it may lower its rating if Riverbed cannot stabilize declining sales and margins, which would undermine the company's deleveraging prospects. This could occur due to failure to maintain position in legacy WAN, if its customers adopt competitors' SD-WAN products, missteps in executing restructuring initiatives, or a macroeconomic downturn causes a decline in enterprise IT spending. S&P could lower its rating on Riverbed if its leverage increases further or if the company cannot generate positive free cash flow over the next few quarters, either of, which would undermine its deleveraging prospects. S&P could revise the outlook to stable if Riverbed improves operating performance and reduce its leverage to 8x with prospects for further improvement. The rating agency would also expect the company to maintain its position in the WAN optimization market, have favorable prospects from the expected fast growth of the adjacent SD-WAN market, and maintain adequate liquidity. RODAN & FIELDS: Moody's Lowers CFR to B2, Outlook Stable -------------------------------------------------------- Moody's Investors Service downgraded Rodan & Fields, LLC's Corporate Family Rating to B2 from B1 and its Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded Rodan & Fields' 1st lien senior secured revolving credit facility and term loan ratings to B2 from B1. The rating outlook is stable. The downgrade reflects the company's weaker-than-expected operating performance, which was fueled by a significant decline in new enrollment of its Independent Sales Consultants. The Independent Sales Consultants are a significant driver of growth across the company's multi-level marketing business model, and therefore any material decline in their enrollment negatively impacts business performance. A modification in the incentive plan in 2018, as well as the ability to scale support to the Independent Sales Consultants given the pace of growth, made the business harder for some sales consultants. This resulted in a reduction in enrollment rates, which slowed revenue momentum during the year. At the same time, the company continued to invest in digital and other tools for the future, which hurt profit margins. As a result, the company materially underperformed Moody's expectations in 2018. This will significantly delay the company's deleveraging plans. It also calls into question the company's effectiveness at implementing change within what is already a complex business model. In Q1 2019, Rodan & Fields revisited the modified incentive plan to address the Independent Sales Consultant concerns. The company also continues to make significant investment in systems, tools and capability to drive Independent Sales Consultant enrollment. Nevertheless, it could take longer than the company expects for the Independent Sales Consultants to stabilize. The stable outlook reflects Moody's view that the company will continue to have limited product and geographic diversification, and face the fundamental risks of the multi-level marketing business model. The outlook also reflects Moody's belief that Rodan & Fields will be able to improve its Independent Sales Consultant count over time. Ratings Downgraded: Rodan & Fields, LLC Corporate Family Rating to B2 from B1 Probability of Default at B2-PD from B1-PD $200 million Gtd. senior secured first lien revolving credit facility expiring 2023 to B2 (LGD4) from B1 (LGD4) $600 million Gtd. senior secured first lien term loan B due 2025 to B2 (LGD4) from B1 (LGD4) The rating outlook is stable. RATINGS RATIONALE The B2 CFR reflects Rodan & Fields' narrow focus in skin care, high and increasing competition from larger and better diversified competitors, and limited geographic diversity. The rating is supported by the company's good brand name recognition in niche markets and good liquidity. The ratings could be downgraded if Rodan & Fields' operating performance continues to deteriorate, or if membership or sales representative counts do not stabilize. Ratings could also be downgraded if debt/EBITDA is sustained above 3.5x, or if liquidity deteriorates. The ratings could be upgraded if the company can steadily increase its Independent Sales Consultants and improve operating performance. Additionally, the company's becoming more geographically diverse and maintaining conservative financial policies would help support an upgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Based in San Francisco, CA, Rodan & Fields is a direct-seller of prestige skin care products. The company operates through a multi-level marketing system that consists of about 300,000 Independent Sales Consultants largely in the US. Rodan & Fields is majority owned by the families of the founders, Katie Rodan and Kathy Fields with TPG owning a minority interest. The company generates about $1.6 billion in annual revenue. SC ENTERTAINMENT: Seeks to Hire Redman Ludwig as Legal Counsel -------------------------------------------------------------- SC Entertainment, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Redman Ludwig PC as its legal counsel. The services to be provided by the firm include: (a) advising the Debtor of its powers and duties in its Chapter 11 case; (b) investigating and pursuing legal actions to recover assets of the Debtor's bankruptcy estate; and (c) assisting the Debtor in obtaining approval for its bankruptcy plan. Eric Redman, Esq., the attorney who will be handling the case, will charge $300 per hour for his services. His firm will receive reimbursement for work-related expenses. Mr. Redman assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Redman Ludwig can be reached at: Eric C. Redman, Esq. Redman Ludwig PC 151 N. Delaware Street, Ste 1106 Indianapolis, IN 46204 Tel: (317) 685-2426 Fax: (317) 636-8686 E-mail: eredman@redmanludwig.com About SC Entertainment, LLC SC Entertainment, LLC, which conducts business under the names Blu Lounge/Hideaway at Blu and Social, operates a lounge style nightclub in downtown Indianapolis. SC Entertainment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 19-01540) on March 14, 2019, listing under $1 million in both assets and liabilities. Eric C. Redman, Esq., at Redman Ludwig PC, represents the Debtor as counsel. SCHAEFER AMBULANCE: Seeks to Hire Ballard Rosenberg as Counsel -------------------------------------------------------------- Schaefer Ambulance Services, Inc. seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Ballard Rosenberg Golper & Savitt as special counsel effective Feb. 20. The Debtor anticipates the potential need to negotiate or litigate disputes under the federal and California Worker Adjustment and Retraining Act, and needs the services of the firm to handle matters, including research, analysis of issues and claims, review of documents, negotiations, and the commencement or defense of lawsuits or administrative proceedings. The firm's customary hourly rates are: Partners $525 Senior Counsel $415 Associates $275 Paralegals $160 Ballard Rosenberg received a pre-bankruptcy retainer of $7,500 from the Debtor. Katherine Hren, Esq., at Ballard Rosenberg, attests that the firm and its attorneys do not hold nor represent an interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Katherine A. Hren Ballard Rosenberg Golper & Savitt 15760 Ventura Blvd 18th Floor Encino, CA 91436 Phone: +1 818-508-3700 About Schaefer Ambulance Services Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com/-- is an emergency medical services provider specializing in basic life support; paramedic; critical care; neonatal; event standbys;and other specialized medical services. The Company offers ground transport for hospitals, urgent care centers, convalescent homes, physicians, insurance companies, fire departments and private/public events. Schaefer Ambulance was founded by Walter Schaefer in 1932. Schaefer Ambulance Services, Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11809), on Feb. 20, 2019. The petition was signed by Leslie Maureen McNeal, treasurer. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Neil W. Bason. The Debtor is represented by Craig G. Margulies, Esq., at Margulies Faith LLP. SCHAEFER AMBULANCE: Seeks to Hire Steven Steese as Special Counsel ------------------------------------------------------------------ Schaefer Ambulance Services, Inc. seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire a special counsel to deal with labor issues involving its former employees. The Debtor proposes to employ Steven Steese, Esq., to handle litigation matters, including research and analysis of issues and claims, review of documents, negotiations with claimants and, if necessary, commencement, prosecution, or defense of the lawsuits. The attorney will be paid an hourly fee of $350. Mr. Steese assures the court that he does not hold nor represent an interest adverse to the Debtor and its bankruptcy estate. The firm can be reached at: Steven M. Steese, Esq. Steven M. Steese, Attorney at Law 2110 Artesia Blvd B-305 Redondo Beach, CA 90278 Phone: +1 424-292-8221 About Schaefer Ambulance Services Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com/-- is an emergency medical services provider specializing in basic life support; paramedic; critical care; neonatal; event standbys;and other specialized medical services. The Company offers ground transport for hospitals, urgent care centers, convalescent homes, physicians, insurance companies, fire departments and private/public events. Schaefer Ambulance was founded by Walter Schaefer in 1932. Schaefer Ambulance Services, Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11809), on Feb. 20, 2019. The petition was signed by Leslie Maureen McNeal, treasurer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Neil W. Bason. The Debtor is represented by Craig G. Margulies, Esq., at Margulies Faith LLP. SEDGWICK LLP: Committee Taps Hire Baker & Hostetler as New Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Sedgwick LLP seeks approval from the U.S. Bankruptcy Court for the Northern District of California to retain Baker & Hostetler LLP as its new legal counsel. Baker & Hostetler will substitute for Pillsbury Winthrop Shaw Pitman LLP, the firm initially tapped to represent the committee in the Debtor's Chapter 11 case. The services to be provided by Baker & Hostetler include advising the committee of its rights, powers and duties under the Bankruptcy Code; representing the committee in its consultations with the Debtor; investigating the operation of the Debtor's business; negotiating with the Debtor concerning matters related to a bankruptcy plan; and provide other legal services in connection with the case. The firm will be paid at these hourly rates: Cecily Dumas Partner $750 Elizabeth Green Partner $690 Lauren Attard Associate $600 Baker & Hostetler neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Cecily A. Dumas, Esq. Baker & Hostetler LLP 1160 Battery Street, Suite 100 San Francisco, CA 94111 Telephone: 628.208.6434 Facsimile: 310.820.8859 Email: cdumas@bakerlaw.com About Sedgwick LLP Sedgwick LLP is a San Francisco, California-based firm that legal advisory services. The firm's focus areas include antitrust, bankruptcy, business and commercial litigation, intellectual property, mass tort, reinsurance, surety, and estate planning. Sedgwick LLP was founded in 1933 and has offices in Chicago, Dallas, Kansas City, London, Los Angeles, Miami, New York and Seattle. Sedgwick LLP filed for bankruptcy protection (Bankr. N.D. Cal. Case No. 18-31087) on Oct. 2, 2018. In the petition signed by Curtis D. Parvin, chair of Dissolution Committee, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Hannah L. Blumenstiel. The Debtor tapped John W. Lucas, Esq., Richard M. Pachulski, Esq., and John D. Fiero, Esq. of Pachulski Stang Ziehl & Jones LLP, as counsel. The official committee of unsecured creditors initially tapped Pillsbury Winthrop Shaw Pitman LLP as counsel, but the committee later retained Baker & Hostetler LLP as substitute counsel. SENIOR HOUSING: S&P Cuts Issuer Credit Rating to BB+; Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Senior Housing Properties Trust (SNH) to 'BB+' from 'BBB-', affirmed its 'BBB-' issue-level rating on the company's unsecured notes, and assigned a '2' recovery rating. The outlook is negative. Senior Housing Properties Trust (SNH) had earlier reached an agreement to restructure the lease terms with its top tenant, Five Star Senior Living Inc. (Five Star), providing significant rent cuts in 2019. Beyond 2019, the agreement includes transitioning all of Five Star's triple-net leased facilities to managed properties, which S&P believes will lead to increased cash flow volatility. "The downgrade reflects our expectation that credit protection measures will deteriorate as a result of the significant rent cut included as part of the Five Star lease restructuring arrangement, with S&P Global Ratings' adjusted debt to EBITDA rising to the mid-7x area at the time of the cut, before declining later in 2019," the rating agency said. The new agreement also includes the transitioning of all 184 of Five Star's triple-net leased facilities to managed properties under a RIDEA structure, which S&P expects to lead to increased cash flow volatility for SNH starting Jan. 1, 2020. Moreover, S&P believes there is a lot of execution risk surrounding the planned asset sales, which could result in modestly higher leverage than the rating agency is currently anticipating. The negative outlook on SNH reflects S&P's view that the recent restructuring of Five Star's leases will increase debt leverage initially, and that the planned transition of these leased facilities to managed properties will heighten cash flow volatility next year and beyond. The rating agency also thinks there is execution risk related to timing and proceeds of the planned dispositions. S&P expects its adjusted debt to EBITDA to peak in the mid-7x area in 2019, followed by a decline to the low- to mid-6x area at year-end, with asset sales used to reduce debt. "We could lower the rating by one notch if SNH fails to execute its planned asset sales, with a majority of the projected 2019 asset sales either under contract or executed by the end of the third quarter of 2019. Should debt to EBITDA remain above 7x, or if Five Star remains more than 40% of total NOI by year-end 2019, we could lower the rating. We could also lower the rating if the operating performance of the company's managed senior housing properties fails to improve materially from 2018 levels, given SNH's increasing exposure to this asset type," S&P said. "We could revise the outlook back to stable if SNH executes its projected asset sales, such that debt to EBITDA declines to the mid-6x area or below, with exposure to Five Star reduced below 40% of NOI. We could also revise the outlook back to stable if operating performance at the company's managed senior housing properties improves materially, such that they perform at a level near key peers. In our view, this would mitigate some of the risk SNH is incurring by adding exposure to this property type," the rating agency said. SKIDZ ENTERPRISES: Taps Jennifer D. Joakim as Legal Counsel ----------------------------------------------------------- Skidz Enterprises, LLC received from the U.S. Bankruptcy Court for the District of Nebraska to hire the Law Offices of Jennifer D. Joakim as its legal counsel. The services to be provided by the firm include: a. advising the Debtor of its rights, duties and powers under the Bankruptcy Code; b. preparing and filing statements, schedules, plans, and other documents; and c. representing the Debtor at hearings, meetings of creditors, conferences, trials and other proccedings related to the Debtor's Chapter 11 case. The Debtor has agreed to pay the firm $150 per hour for the services of its attorneys and $75 per hour for paralegal services. The Debtor has also agreed to pay an advance retainer of $3,200. Jennifer Joakim, Esq., assures the court that she is a disinterested person as that term is defined in the Bankruptcy Code and does not hold nor represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Jennifer D. Joakim Law Offices of Jennifer D. Joakim 308 West 3rd Street Valparaiso, NE 68065 Phone: (402) 784-2202 Fax : (402) 784-2202 Email: atyjdj@aol.com About Skidz Enterprises Based in Malcolm, Nebraska, Skidz Enterprises, LLC filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-40285) on February 25, 2019, listing under $1 million in both assets and liabilities. The Law Offices of Jennifer D. Joakim represents the Debtor as counsel. Judge Thomas L. Saladino presides over the case. SOBEYS INC: DBRS Confirms BB(high) Issuer & Sr. Unsec. Rating ------------------------------------------------------------- DBRS Limited changed the trends on the Issuer Rating and Senior Unsecured Debt rating of Sobeys Inc. to Positive from Stable and confirmed both ratings at BB (high). The Recovery Rating on the Company's Senior Unsecured Debt was also confirmed at RR3. The rating actions reflect the continuation of the Company's recovering market share and operating performance since DBRS's confirmation of the ratings at BB (high) with Stable trends on September 25, 2018, following its $800 million acquisition of Farm Boy. At that time, DBRS stated that despite Sobeys' recent results supporting a change in trend to Positive from Stable, DBRS would maintain the Stable trend for another two-quarters of stable operating performance because of the pro forma increase in leverage associated with the Farm Boy acquisition. DBRS also specified that should Sobeys continue to maintain either positive same-store sales or sales in line with its peers, increase operating income toward a run rate of approximately $1.0 billion per year and/or apply some free cash flow toward debt repayment, the trend could be revised to Positive. Since then, Sobeys has reported two-quarters of results, and its earnings profile has continued to recover from two years ago when the ratings were downgraded to BB (high) with a Negative Trend. The Company has reported same-store sales (excluding fuel) of 2.5% and 3.3% in Q2 and Q3 F2019, respectively. The same-store sales reflected strong tonnage growth that surpassed its peers over this period, and EBITDA margins strengthened based on stable gross margin, cost savings related to Project Sunrise and operating leverage, despite increases in minimum wage rates and higher transportation costs. As a result, EBITDA was $260 million and $178 million in Q2 and Q3 F2019, respectively. DBRS notes that Q3 F2019 EBITDA included $45 million of costs related to British Columbia labor buyouts and FreshCo conversions. For the last 12 months ended February 2, 2019, lease-adjusted debt-to-EBITDAR and lease-adjusted EBITDAR coverage were 3.67 times (x) and 5.47x, respectively. DBRS believes these credit metrics are consistent with an investment-grade credit profile, particularly since they have benefitted from a recovering EBITDA to an annual run rate of approximately $1.0 billion. Going forward, DBRS expects Sobeys' revenue to increase modestly to more than $25 billion in F2020 based on same-store sales in the low single-digits and the contribution from Farm Boy. Sobeys continues to expect Project Sunrise to deliver at least $500 million in annualized cost savings by F2020. DBRS forecasts EBITDA margins to improve moderately through F2020, as cost savings from Project Sunrise and operating leverage are partially offset by FreshCo conversion costs. As a result, DBRS expects EBITDA to be around $1 billion in F2020. DBRS expects cash flow from operations to track the growth in operating income, increasing above $700 million in F2020. DBRS forecasts capital expenditures to increase to over $500 million in F2020 as the Company converts Safeway and Sobeys stores in Western Canada to FreshCo stores and continues the construction of its first Customer Fulfillment Centre as part of its agreement with Ocado Group plc to roll out its grocery delivery platform. DBRS expects the Company's dividend payout to remain stable. As a result of the above, DBRS anticipates that Sobeys will generate positive free cash flow after dividends and before changes in working capital in F2020, which could be available for debt repayment. DBRS notes that an upgrade to BBB (low) is not reliant on debt reduction going forward. In the next two to four quarters, should Sobeys continue to maintain either positive same-store sales or sales in line with its peers and continue to maintain operating income near a run rate of approximately $1.0 billion per year, the ratings could be upgraded to BBB (low). The Company's credit metrics are currently consistent with an investment-grade rating, and DBRS will assess the Company's near-term performance to ensure the recovery is sustainable before an upgrade ensues. Sobeys' ratings continue to be supported by its number-two position in the Canadian food retailing market and its diversification across the country, balanced by intense competition and execution risks associated with the Company's continued turnaround strategy. SORENSON COMMUNICATIONS: S&P Hikes Issuer Credit Rating to 'B' -------------------------------------------------------------- S&P Global Ratings announced that it raised its issuer credit rating on U.S.-based video relay service and internet protocol caption telephone provider Sorenson Communications LLC, which expects to complete the refinancing of most of its outstanding debt with a $725 million first-lien credit facility and $190 million second-lien payment-in-kind (PIK) notes by the end of April 2019. S&P raised its issuer credit rating on the company to 'B' from 'B-' and removed it from CreditWatch with developing implications, where it was placed on March 13, 2019, as the refinancing addresses the company's near-term liquidity concerns. The rating agency expects to withdraw its 'B+' issue-level rating and '1' recovery rating on the company's outstanding $528 million first-lien term loan due in 2020 when the refinancing is completed. The upgrade to 'B' from 'B-' reflects improvement in the company's maturity profile because of the refinancing transaction. Pro forma for the transaction, over 95% of the company's debt matures beyond 2024. Only $40 million of the company's unsecured notes remain outstanding and are due in 2021. S&P expects the company can refinance that amount over the next 18 months with similar junior debt. "Our stable outlook reflects our expectation that Sorenson's leverage will increase but remain in the low-3x area over the next year as debt repayment partially offsets the accretion of the PIK notes and minutes growth partially offsets scheduled rate declines. Additionally, it reflects our expectation that the company will refinance its holding company notes before they become current in October 2020," S&P said. "We could lower our rating on Sorenson if we become convinced that revenue and EBITDA will decline over the next 2-3 years because of rate declines at CaptionCall or lower than expected minutes growth. In this scenario, we would expect that leverage would increase to the high-3x area as EBITDA and debt repayment from cash flow generation would not offset PIK accretion. Additionally, we could lower the rating if the company cannot refinance its holding company notes before they become current," S&P said. Although less likely, a sudden and dramatic attrition in the company's customer base or declines in its minutes volumes due to increased competition could also result in a downgrade, according to the rating agency. "We view an upgrade as less likely over the next 12 months primarily due to the lack of visibility in future billing rates for CaptionCall beyond 2020 and VRS beyond 2021. An upgrade would entail leverage declining to the low-2x area, refinancing the PIK notes with lower cost of capital, and better visibility and stability of future billing rates," S&P said. STONEMOR PARTNERS: Incurs $72.7 Million Net Loss in 2018 -------------------------------------------------------- StoneMor Partners L.P. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $72.69 million on $316.12 million of total revenues for the year ended Dec. 31, 2018, compared to a net loss of $75.15 million on $338.22 million of total revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Partnership had $1.66 billion in total assets, $1.67 billion in total liabilities, and a total partners' deficit of $6.57 million. Net cash provided by operating activities was $26.5 million during the year ended Dec. 31, 2018, an increase of $11.5 million from $15.0 million during the year ended Dec. 31, 2017. The $11.5 million favorable movement in net cash provided by operating activities resulted from $44.1 million net cash inflow to fund changes in working capital and a $32.7 million decrease in net income excluding non-cash items. The increase in net working capital was primarily the result of managing the Partnership's working capital through an increased focus on collection of accounts receivable. The decrease in net income excluding non-cash items was due to a decrease in revenues coupled with increased general and administrative expense due to increased consulting and professional fees resulting from the potential C-Corp conversion and due to various changes in the Company's senior management. Net cash used in investing activities was $12.6 million during the year ended Dec. 31, 2018, an increase of $3.6 million from $8.9 million during the year ended Dec. 31, 2017. Net cash used in investing activities during 2018 consisted of $12.2 million for capital expenditures and $1.7 million, partially offset by proceeds from asset sales of $1.3 million, respectively. The increase was primarily attributable to a $1.4 million increase capital expenditures during 2018 due to the construction of a funeral home on an existing cemetery location, $1.7 million cash paid for acquisitions during 2018, compared to $1.2 million in proceeds from divestitures in 2017, partially offset by a $0.6 million increase in proceeds from asset sales. Net cash used in financing activities was $2.6 million for the year ended Dec. 31, 2018, an increase of $9.2 million from $11.8 million used for the year ended December 31, 2017. Net cash used in financing activities during 2018 was driven by financing costs incurred of $4.0 million, partially offset by proceeds from long-term debt of $1.4 million. The increase in 2018 was due to $24.5 million in distributions in 2017 which did not occur in 2018, partially offset by a net decline of $13.0 million of proceeds from borrowings, net of repayments of debt and a $2.4 million increase in the cost of financing activities. StoneMor stated in the report that "While the Partnership relies heavily on its cash flows from operating activities and borrowings under its credit facility to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Partnership cannot be certain that sufficient capital will be generated through operations or available to the Partnership to the extent required and on acceptable terms. Moreover, although the Partnership's cash flows from operating activities have been positive, the Partnership has experienced negative financial trends which, when considered in the aggregate, raise substantial doubt about the Partnership's ability to continue as a going concern. "If the Partnership's planned and implemented actions are not completed and cash savings realized and the Partnership fails to improve its operating performance and cash flows, or the Partnership is not able to comply with the covenants under its amended credit facility, the Partnership may be forced to limit its business activities, implement further modifications to its operations, further amend its credit facility and/or seek other sources of capital, and the Partnership may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Partnership's access to inventory or services that are important to the operation of the Partnership's business. Given the Partnership's level of cash and cash equivalents, to preserve capital resources and liquidity, the Board of Directors of the General Partner concluded that it was not in the best interest of unitholders to pay distributions to unitholders after the first quarter of 2017. In addition, the Partnership's revolving credit facility prohibits the Partnership from making distributions to unitholders. Any of these events may have a material adverse effect on the Partnership's results of operations and financial condition." The Company's report on Form 10-K is available from the SEC's website at https://is.gd/2yKDP3. About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania -- http://www.stonemor.com/-- is an owner and operator of cemeteries and funeral homes in the United States, with 322 cemeteries and 90 funeral homes in 27 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. * * * As reported by the TCR on Feb. 13, 2019, Moody's Investors Service downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2 from Caa1 and Probability of Default rating to Caa3-PD from Caa1-PD. The Caa2 CFR reflects Moody's concern that if pre-need cemetery selling and liquidity pressures do not abate while the senior secured credit facility is being refinanced, a distressed exchange or other default event could become more likely. In February 2019, S&P affirmed its 'CCC+' issuer credit rating on StoneMor Partners LP. S&P said "The rating affirmation reflects our view that StoneMor's capital structure is unsustainable and reflects our expectation that the company will produce cash flow deficits in 2019. However, we affirmed the rating because we believe the company has sufficient liquidity over the next 12 months given the new bridge loan." SUNGARD AVAILABILITY: S&P Cuts ICR to D; Chapter 11 Filing Expected ------------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating and issue-level ratings on Sungard Availability Services Capital Inc.'s senior secured debt and senior unsecured notes to 'D' (default). The downgrade follows Sungard AS' restructuring support agreement (RSA) with certain lenders holding more than 75% of its senior secured debt and 85% of its senior unsecured notes, and its notice to voluntarily file for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Terms of the restructuring include reducing prepetition debt outstanding by over two-thirds. Prepetition debt of about $1.3 billion includes $836 million of first-lien secured debt and $425 million of senior unsecured notes. SYNERGY PHARMA: Equity Committee Seeks to Hire Stevens & Lee ------------------------------------------------------------ The official committee of equity security holders of Synergy Pharmaceuticals Inc. and Synergy Advanced Pharmaceuticals, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Stevens & Lee, P.C. as special litigation counsel nunc pro tunc to March 11. The firm will provide services related to the equity committee's prosecution of the appeals concerning the bankruptcy court's Feb. 26 order, which approved the settlement of objections to pre-bankruptcy secured obligations and liens, and the final order, which authorized the Debtors to obtain post-petition financing. Stevens & Lee will be paid a contingency fee equal to one-third of the amount recovered and will receive reimbursement for work-related expenses. Nicholas Kajon, Esq., a shareholder of Stevens & Lee, attests that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Kajon disclosed that: -- there are insufficient funds to pay for the firm's services on an hourly basis so the equity committee requested and the counsel agreed to undertake the matter on contingency; -- none of the professionals included in the engagement varies his rate based on the geographic location of the bankruptcy cases; -- the firm has not represented the equity committee in the 12 months prior to the Debtors' bankruptcy filing; and -- the equity committee has approved the firm's contingency fee arrangement. The firm can be reached at: Nicholas F. Kajon, Esq. Stevens & Lee, P.C. 485 Madison Avenue, 20th Floor New York, NY 10022 Phone: 212-537-0403 Fax: 610-371-1223 Email: nfk@stevenslee.com About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. In the petitions signed by Gary G. Gemignani, executive vice president and chief financial officer, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378 as of Sept. 30, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc. as financial advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC, as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Dec. 20, 2018. The committee hired Latham & Watkins LLP as its legal counsel, Alvarez & Marsal North America, LLC as its restructuring advisor, and Jefferies LLC as its investment banker. On Jan. 29, 2019, the U.S. trustee appointed a committee to represent the Debtors' equity security holders. Gibson Dunn & Crutcher LLP is the equity committee's legal counsel. T CAT ENTERPRISE: Unsecureds to Get 25% in 8 Semi-Annual Payments ----------------------------------------------------------------- T Cat Enterprise, Inc., filed a Chapter 11 plan and accompanying disclosure statement. Class 4 - Allowed General Non-Insider Unsecured Claims are impaired with projected recovery 25%. Estimated class size is $500,000.00 with eight semi-annual payments of $62,500.00 with the first payment due August 31, 2019. The 25% pro rata distribution will be paid from operation of business during months 1-60. Class 1 - Secured Claims held by Associated Bank are impaired with projected recovery of 100% and will be paid over 48 months at an interest rate to be agreed to by the parties. Estimated class size $200,000 with approximate monthly payments of $4,606.00. Class 2 - Secured claims of Internal Revenue Service and IDES are impaired with projected recovery 100% and will receive payment in full from operation of business during months 1-60. Estimated class size $118,918.38 with 20 quarterly payments of $6,334.62 commencing 30 days after termination of the appeal period of an Order of Confirmation. Class 5 - Equity Security Holders (Shareholders) of the Debtor are impaired. James R. Trumbull is contributing "new value" in the amount of 10,000.00 to allow him to retain his interest in the Debtor. Old stock is canceled and new stock will be issued. Class 6 - Secured Claim of MJ & J Investors, Inc. are impaired with projected recovery 100%. Estimated class size $100,000.00 with 48 quarterly payments of $2,302.93 commencing 30 days after termination of the appeal period of an Order of Confirmation. Will be paid over 48 months at an interest rate of 5%. The Debtor will continue its business operations to fund the payments under the Plan of Reorganization. A full-text copy of the Disclosure Statement dated March 28, 2019, is available at http://tinyurl.com/y5tuts5jfrom PacerMonitor.com at no charge. About T CAT Enterprise T Cat Enterprise, Inc. -- http://www.tcatinc.com/-- is a family-owned and operated construction company specializing in excavation, railroad clean up, and snow plowing services in the tri-state area. In addition, the Company also offers hauling services, demolition services, and pavers and asphalt repairs. T Cat Enterprise, Inc., based in Franklin Park, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-22736) on Aug. 13, 2018. In the petition signed by James R. Trumbull, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Jack B. Schmetterer oversees the case. Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol, serve as bankruptcy counsel to the Debtor. TATA CHEMICALS: Moody's Affirms Ba3 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service has affirmed Tata Chemicals North America, Inc.'s (TCNA) Ba3 Corporate Family Rating (CFR), the Ba3 rating on TCNA's Senior Secured Term Loan B and Revolving Credit Facility. At the same time, Moody's has withdrawn the company's Speculative Grade Liquidity Rating of SGL-2, as TCNA is a privately held company. The outlook is stable. Rating affirmations: Issuer: Tata Chemicals North America, Inc. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD4) Outlook Actions: Issuer: Tata Chemicals North America, Inc. Outlook, Remains Stable Withdrawals: Issuer: Tata Chemicals North America, Inc. Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 RATINGS RATIONALE The rating affirmation reflects TCNA's adequate debt leverage and stable financial profile, as its advantageous cost position and conservative financial policy mitigate the impact of its production outages in 2018 and increasing global supply of soda ash in 2019. TCNA's Ba3 rating balances its small business scale, limited operating and product diversity, with its sound profit margin, ample free cash flows and consistently moderate debt leverage. Moody's expects TCNA's adjusted debt leverage in 2019 will remain similar to the level of 3.2x at the end of 2018, as the company addresses production reliability issues, debottlenecks its production and global demand on soda ash gradually absorbs the additional supply from Turkey. TCNA continues to have a strong market position in soda ash thanks to its cost competitive production based on trona ore reserve in Wyoming, its well established customer base in the US and the global distribution of natural soda ash produced by North American producers through American Natural Soda Ash Corp (ANSAC). Reduction in Chinese exports and increase in global demand have so far largely absorbed the impact of the new capacity by Ciner Group's Kazan Soda, which started to ramp up its production at the end of 2017. TCNA maintained a consistently moderate debt leverage of 2.8x to 3.4x (including Moody's adjustments) from 2014 to 2018, despite cyclicality in the underlying end user markets of soda ash such as glass making and chemical industries. High cash conversion and low capital expenditure enabled free cash flow generation, despite lower sales volume and weakened earnings due to production outages and increasing costs in 2018. TCNA's ratings are constrained by its limited product diversity with soda ash being its only product, operational concentration with Green River Basin in Wyoming as the only production site and high customer concentration. The company faces challenges such as the supply increase in Turkey or by other producers (e.g. Solvay's announced plan to increase annual capacity by 0.5 million tons). The recently announced exit from ANSAC by Ciner Resources, which is owned by Ciner Group, as early as 2021, indicates a potentially more competitive operating environment in the global soda ash industry. TCNA's holding company structure also limits its rating due to its reliance on dividends from its 75%-owned operating subsidiary (Tata Chemicals Soda Ash Partners, TCSAP) that does not guarantee its debt. Partly mitigating this impact is TCNA's operational synergies and implicit support from its Indian parent, Tata Chemicals Limited (TCL, Ba1 stable). TCNA's liquidity is supported by the maintenance of over $80 million cash balance and $25 million undrawn revolving credit facility as of December 31, 2018. Operational cash flows are expected to cover planned capital expenditures and interest expense. TCNA's revolving credit facility matures in August 2020 and has no financial covenants or outstanding balance as of December 31, 2018. TCNA's narrow product and operating diversity contribute to the limited upward ratings potential. However, Moody's would consider an upgrade if adjusted Debt/EBITDA were to fall sustainably below 3.0x, but not until the industry expansions in natural soda ash are completed and absorbed by the industry. Moody's would consider a downgrade if adjusted leverage were to rise above 4.5x, or if there were a change in the dividend arrangement that supports interest payments and earnings at TCNA. Persistent operating problems, although not expected, could also pressure the rating. The principal methodology used in these ratings was Chemical Industry published in March 2019. Tata Chemicals North America Inc. (TCNA) is a holding company which ultimately has a 75% partnership interest in the operating company Tata Chemicals Soda Ash Partnership (TCSAP). TCSAP operates soda ash mining and production facilities located at Green River Basin, Wyoming, US. The remaining 25% partnership interest in TCSAP is ultimately held by Owens-Illinois Inc. (Ba3 stable), a leading global manufacturer of glass containers and one of TCSAP's largest customers. TCSAP has an annual soda ash production capacity of approximately 2.5 million tons (approximately 4.5 million ton trona per year). For the last 12 months ending December 2018, TCNA generated revenues of approximately $480 million. TENDERCARE PRESCHOOL: Taps Stone & Baxter as Legal Counsel ---------------------------------------------------------- Tendercare Preschool and Daycare Academy, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Stone & Baxter, LLP as its legal counsel. The firm will provide these services: (a) advise the Debtor of its powers and duties in the continued operation of its business and management of its property; (b) continue existing litigation to which the Debtor may be a party and to conduct examinations incidental to the administration of its estate; (c) assist the Debtor in the preparation and filing of its statement of financial affairs and schedules of assets and liabilities; (d) take necessary actions in connection with the use by the Debtor of its property pledged as collateral; (e) assert claims that the Debtor may have against others; and (f) assist the Debtor in connection with claims for taxes made by governmental units. Stone & Baxter's standard hourly rates range between $235 and $515 for each attorney. The standard rate for research assistants and paralegals is $135 per hour. Matthew Cathey, Esq., a partner at Stone & Baxter, attests that his firm neither holds nor represents any interest adverse to the Debtor's estate, creditors, and other parties-in-interest, and is a "disinterested person" under Section 101(14) of the Bankruptcy Code. Stone & Baxter can be reached at: Matthew S. Cathey, Esq. Stone & Baxter, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: 478-750-9898 Fax: 478-750-9899 E-mail: wstone@stoneandbaxter.com About Tendercare Preschool and Daycare Academy, LLC Tendercare Preschool and Daycare Academy, LLC is a lessor of real estate located in Greensboro, Georgia. It is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Tendercare Preschool and Daycare Academy filed a voluntary Chapter 11 petition (Bankr. M.D. Ga. Case No. 19-30316) on March 15, 2019. In the petition signed by Lisa Brown, sole member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Matthew S. Cathey, Esq., at Stone & Baxter, LLP, is the Debtor's counsel. The case has been assigned to Judge James P. Smith. TRI-STATE ENTERPRISES: Taps Libby & Nahmias as Special Counsel -------------------------------------------------------------- Tri-State Enterprises, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire the Law Office of Libby & Nahmias as special counsel. Libby & Nahmias will represent the Debtor in certain claims and legal actions pending against or on behalf of the Debtor. The firm will be paid $250 per hour for its services. Adam Nahmias, Esq., at Libby & Nahmias, assured the court that his firm is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Adam M. Nahmias, Esq. Law Office of Libby & Nahmias 6263 Poplar Ave Memphis, TN 38119 Tel: (901) 343-0777 Fax: (901) 343-0780 About Tri-State Enterprises LLC Tri-State Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 19-10292) on January 22, 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 Jason D. Woodard. The Debtor hired the Law Offices of Craig M. Geno, PLLC as its legal counsel. TWO BROTHERS: Seeks to Hire Freedom Law as Legal Counsel -------------------------------------------------------- Two Brothers Construction & Renovation seeks authority from the U.S. Bankruptcy Court for the District of Idaho to hire to hire Freedom Law, PLLC as its legal counsel. The services to be provided by the firm include: a. advising the Debtor of its powers and duties under the Bankruptcy Code; b. assisting the Debtor in performing its statutory duties, which include taking legal action to avoid liens; and c. assisting the Debtor in the preparation of a bankruptcy plan, motion to use cash collateral or obtain financing, and other legal papers required by the court. Aaron Tolson, Esq., the attorney who will be handling the case, will charge an hourly fee of $250 for his services. His firm received a retainer in the sum of $14,000 prior to the petition date. Mr. Tolson disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached at: Aaron J. Tolson, Esq. FREEDOM LAW PLLC 2677 E. 17th Street Suite 300 Ammon, ID 83406 Tel: (208) 228-5221 Fax: (208) 228-5200 E-mail: ajt@aaronjtolsonlaw.com About Two Brothers Construction & Renovation Two Brothers Construction & Renovation specializes in new construction, remodeling, additions, and other construction services. Two Brothers Construction & Renovation filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 19-40231) on March 15, 2019. In the petition signed by Ren Guthrie, president, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Aaron J. Tolson, Esq. at Tolson & Wayment, PLLC represents the Debtor as counsel. The case has been assigned to Judge Joseph M. Meier. VIPER INC: Case Summary & 6 Unsecured Creditors ----------------------------------------------- Debtor: Viper, Inc. 190 Terry Road Smithtown, NY 11787 Business Description: Viper, Inc. listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor has rights of redemption to a property located at 190 Terry Road, Smithtown, NY 11787. The current value of the Debtor's interest in the Property is $1.50 million. Chapter 11 Petition Date: April 5, 2019 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Case No.: 19-72488 Judge: Hon. Robert E. Grossman Debtor's Counsel: Harold Seligman, Esq. LONG TUMINELLO, LLP 120 Fourth Avenue Bay Shore, NY 11751 Tel: (631) 666-2500 Fax: (631) 666-8401 E-mail: hseligman@msn.com Total Assets: $1,506,000 Total Liabilities: $389,458 The petition was signed by Richard Dailey, president. 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/nyeb19-72488.pdf WALDEN PALMS CONDOMINIUM: Seeks More Time to File Bankruptcy Plan ----------------------------------------------------------------- Walden Palms Condominium Association, Inc. asked the U.S. Bankruptcy Court for the Middle District of Florida to extend by 120 days the period during which it has the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan. The company proposed to extend the exclusive filing period to June 22 and the exclusive solicitation period to Aug. 21. The extension, if granted by the court, would give the condominium association more time to continue its restructuring efforts, which include negotiating with potential home buyers, investigating and pursuing potential claims, and addressing the secured claims of its largest creditor, the City of Orlando. Walden Palms has so far reduced its overhead expenses while paying all undisputed post-petition debts. The association has also significantly increased its income and reserves through increased monthly assessments, pursuit of long-abandoned collection efforts, and rent collected from delinquent home owners and abandoned condominium units, according to court filings. About Walden Palms Condominium Association Walden Palms Condominium Association, Inc. is a non-profit condominium association in Orlando, Florida. Walden Palms Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Cynthia C. Jackson. The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its bankruptcy counsel; Arias Bosinger PLLC as general association counsel; JD Law Firm; as collections & foreclosure counsel; and Winderweedle, Haines, Ward & Woodman, P.A. as land use counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. WASHITA COUNTY PFA, OK: S&P Puts 'BB' Bond Rating on Watch Neg. --------------------------------------------------------------- S&P Global Ratings placed these ratings on CreditWatch with negative implications: -- 'A+' long-term rating on the Okmulgee County Governmental Building Authority, Okla.'s sales tax revenue bonds -- 'A+' long-term rating on the Cleveland County Justice Authority, Okla.'s sales tax revenue bonds -- 'BBB' long-term rating on the Haskell County Public Facilities Authority (Haskell County Jail & Criminal Justice Facility), Okla.'s series 2014 sales tax revenue refunding bonds -- 'A+' long-term rating to the Pawnee County Public Programs Authority, Okla.'s sales tax revenue bonds -- 'A-' long-term rating on the Woodward County Public Facilities Authority, Okla.'s sales tax revenue bonds -- 'BBB' long-term rating on the Creek County Public Facilities Authority, Okla.'s series 2012 capital improvement and revenue refunding bonds -- 'BB' long-term rating on the Washita County Public Facilities Authority, Okla.'s sales tax revenue bonds -- 'A+' long-term rating on the Payne County Facilities Authority, Okla.'s sales tax revenue bonds -- 'A' long-term rating on Drew County, Ark.'s sales and use tax bonds -- 'AA-' long-term rating Batesville, Ark.'s sales and use tax bonds -- 'A+' underlying rating (SPUR) on Stuttgart, Ark.'s sales and use tax bonds "The CreditWatch action follows our repeated requests for timely information of satisfactory quality. We believe the delay in providing this information raises potential concerns regarding the issuers' operating performance and management practices. Without this information we are unable to review these credits under our priority-lien tax revenue debt criteria released Oct 22, 2018," S&P said. "If we do not receive the requested information in a timely manner, or within 90 days of the CreditWatch action, we will likely withdraw the affected rating, preceded, in accordance with our policies, by any change to the rating that we consider appropriate based on available information. However, if we receive information that we consider sufficient and of satisfactory quality, we will conduct a review and take a rating action within 90 days of the CreditWatch action," the rating agency said. WAYPOINT LEASING: Seeks to Extend Exclusive Filing Period to May 9 ------------------------------------------------------------------ Waypoint Leasing Holdings Ltd. asked the U.S. Bankruptcy Court for the Southern District of New York to extend the period during which the company and its affiliates have the exclusive right to file a Chapter 11 plan through May 9, and to solicit acceptances for the plan through July 8. The extension, if granted by the court, would give the companies more time to negotiate a Chapter 11 plan with their pre-bankruptcy lenders, according to their attorney Kelly DiBlasi, Esq., at Weil, Gotshal & Manges LLP, in New York. The companies started negotiating with their lenders immediately after the closing of the sales of their assets and on March 20 provided their lenders with a draft of their proposed plan, hoping they will be able to reach an agreement. Ms. DiBlasi also said that the companies currently do not know the "full universe of asserted claims" since the proposed claims bar date has not yet passed. "The debtors or any plan proponent will need to go through at least an initial cut of the claims reconciliation process before they can achieve a better understanding of the claims pool," the attorney said in court filings. About Waypoint Leasing Waypoint Leasing -- http://waypointleasing.com/-- is a global helicopter leasing company founded in 2013 focused on acquiring and leasing rotary wing aircraft to helicopter operators throughout the world. Though the Debtors lease aircraft to operators in the emergency medical, search and rescue, and utility sectors, the majority of the Debtors' lessees are helicopter service providers servicing the offshore oil and gas industry. The company is headquartered in Limerick, Ireland. Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25, 2018 to facilitate the sale of the assets to a new owner. The Debtors disclosed $1.62 billion in total assets and $1.23 billion in liabilities as of Oct. 31, 2018. The Honorable Stuart M. Bernstein is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; Accenture LLP as corporate advisor; KPMG Ireland as tax advisor; and Kurtzman Carson Consultants LLC as claims and administrative agent. WEATHERFORD INTERNATIONAL: Adopts New Bonus and Retention Plans --------------------------------------------------------------- Weatherford International plc and its compensation advisors have reviewed the Company's incentive plans to determine whether they continue to fulfill their purpose of retaining key employees and incentivizing key employees to perform at a high level. Currently, the Company's incentive plans consist primarily of an annual cash bonus program and long-term equity incentive awards. After reviewing the Company's current incentive plans, the Company and the Compensation Committee of the Board of Directors have determined that the current plans are not optimally effective in achieving their goals. Most significantly, because the ordinary shares of the Company have been trading at extremely low prices, the Company does not have a large enough share reserve to continue to rely on the Company's 2010 Omnibus Incentive Plan as a material retention and incentive tool in the near future. As a result, the Board, on the recommendation of the Compensation Committee, determined to (i) suspend the Company's Executive Non-Equity Incentive Compensation Plan with respect to 2019 and (ii) adopt (a) a new Executive Bonus Plan and (b) new retention award letters, in each case for certain key employees, including the named executive officers. Executive Bonus Plan The EBP provides a means of rewarding key employees based on the overall performance of the Company and the achievement of certain quarterly and cumulative performance goals in 2019 to be established by the Compensation Committee and communicated to participants. Each individual participant is provided a cash target bonus opportunity set by the Compensation Committee. Each participant is eligible to receive up to 200% of his or her target bonus, if stretch performance is achieved. Payments are made in cash quarterly. Participants must generally remain employed until the date of payment to receive payments under the EBP. The target bonus opportunities for the named executive officers are set forth in the table below: Named Executive Officer Target Bonus Opportunity ----------------------- ------------------------ Mark McCollum $7,000,000 Christoph Bausch $1,650,000 Christina Ibrahim $1,175,000 Karl Blanchard $2,300,000 Stuart Fraser $231,250 Retention Award Letters The Company entered into Retention Award Letters with the same key employees who participate in the EBP. Each such individual will be eligible to receive a cash retention award in an amount equal to a percentage of the recipient's annual base salary (200% for the named executive officers other than Stuart Fraser, and 150% for Stuart Fraser). The Retention Award amounts for the named executive officers are set forth in the table below: Named Executive Officer Retention Award Amount ----------------------- ---------------------- Mark McCollum $2,000,000 Christoph Bausch $1,300,000 Christina Ibrahim $1,250,000 Karl Blanchard $1,400,000 Stuart Fraser $637,500 The Retention Awards are payable in advance within 30 days after participants accept the terms. Under the Retention Award Letters, in the event a recipient of a Retention Award voluntarily terminates his or her employment, or the Company terminates such recipient's employment for Cause, in either case, before the first anniversary of the date on which the recipient received the Retention Award, then such recipient will be required to promptly repay to the Company, the amount of the Retention Award. A recipient will not be required to repay a Retention Award in the event of termination of employment due to death or disability or by the Company without Cause subject to the recipient's (or in the case of the recipient’s death, the recipient's legal representative's) execution of a release of claims against the Company. The Retention Award Letters also include certain restrictive covenants (including agreements not to solicit Company clients or employees for one year following termination and not to compete with the Company for six months following termination). About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 700 locations, including manufacturing, service, research and development, and training facilities and employs approximately 26,500 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Weatherford had $6.60 billion in total assets, $10.26 billion in total liabilities, and a total shareholders' deficiency of $3.66 billion. Weatherford's credit ratings have been downgraded by multiple credit rating agencies and these agencies could further downgrade the Company's credit ratings. On Dec. 24, 2018, S&P Global Ratings downgraded the Company's senior unsecured notes to CCC- from CCC+, with a negative outlook. Weatherford's issuer credit rating was lowered to CCC from B-. On Dec. 20, 2018, Moody's Investors Services downgraded the Company's credit rating on its senior unsecured notes to Caa3 from Caa1 and its speculative grade liquidity rating to SGL-4 from SGL-3, both with a negative outlook. The Company said its non-investment grade status may limit its ability to refinance its existing debt, could cause it to refinance or issue debt with less favorable and more restrictive terms and conditions, and could increase certain fees and interest rates of its borrowings. Suppliers and financial institutions may lower or eliminate the level of credit provided through payment terms or intraday funding when dealing with the Company thereby increasing the need for higher levels of cash on hand, which would decrease the Company's ability to repay debt balances, negatively affect its cash flow and impact its access to the inventory and services needed to operate its business. WESTERN COMMUNICATIONS: Taps John J. Howard as Real Estate Broker ----------------------------------------------------------------- Western Communications, Inc. received approval from the U.S. Bankruptcy Court for the District of Oregon to hire John J. Howard & Associates as its real estate broker. The firm will assist the Debtor in the sale of its real property located at 1406 5th St., La Grande, Ore. It will receive a commission of 5 percent of the gross sale price of the property. John J. Howard & Associates does not have interest materially adverse to the interest of the Debtor's estate, creditors and equity security holders. The firm can be reached at: John J. Howard John J. Howard & Associates 1207 Adams Ave. La Grande, OR 97850 Phone: +1 541-663-9000 About Western Communications Western Communications, Inc. is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. It previously sought bankruptcy protection (Bank. D. Oregon Case No. 11-37319) on Aug. 23, 2011. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WESTERN COMMUNICATIONS: Taps Pacific Ocean Properties as Broker --------------------------------------------------------------- Western Communications, Inc. received approval from the U.S. Bankruptcy Court for the District of Oregon to hire Pacific Ocean Properties Real Estate, Inc. as its real estate broker. The firm will assist the Debtor in the sale of its real property located at 205 Timbers Way, Smith River, Calif. and at 312 H. St., Crescent City, Calif. Pacific Ocean Properties will receive a commission of 6 percent of the gross sale price of the property. Jim Peters of Pacific Ocean Properties assures the court that his firm has no interest materially adverse to the interest of the Debtor's estate, creditors and equity security holders. The firm can be reached at: Jim Peters Pacific Ocean Properties Real Estate 555 US Highway 101 S Crescent City, CA 95531 Phone: 707-951-5522 Email: jim@jimpeters.pro About Western Communications Western Communications, Inc. is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. It previously sought bankruptcy protection (Bank. D. Oregon Case No. 11-37319) on Aug. 23, 2011. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WESTERN COMMUNICATIONS: Taps Re/Max Coast as Real Estate Broker --------------------------------------------------------------- Western Communications, Inc. received approval from the U.S. Bankruptcy Court for the District of Oregon to hire Re/Max Coast and Country as its real estate broker. Re/Max will assist the Debtor in the sale of its property located at 507 Chetco Ave., Brookings, Ore. The firm will receive a commission of 5 percent of the gross sale price of the property. Jude Hodge of Re/Max Coast assures the court that his firm has no interest materially adverse to the interest of the Debtor's estate, creditors and equity security holders. The firm can be reached at: Jude Hodge Re/Max Coast and Country 703 Chetco Ave. Brookings, OR 97415 Office: 541-412-9535 Fax: 541-412-9539 About Western Communications Western Communications, Inc. is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. It previously sought bankruptcy protection (Bank. D. Oregon Case No. 11-37319) on Aug. 23, 2011. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WESTJET AIRLINES: Moody's Gives Ba1 CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service has assigned a Corporate Family Rating (CFR) of Ba1, a Probability of Default rating of Ba1-PD, and a Speculative Grade Liquidity rating of SGL-2 to WestJet Airlines Ltd. ("WestJet"), and downgraded WestJet's senior unsecured ratings to Ba2 from Baa3. At the same time, Moody's has withdrawn WestJet's Baa3 issuer rating. The ratings outlook has been changed to stable from negative. "The downgrade reflects WestJet's weakened margins, elevated leverage and our view that WestJet still faces headwinds in improving its performance as it moves forward on a number of initiatives that include its wide body expansion for international markets and its Swoop ultra low cost carrier program" said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. Downgrades: Issuer: WestJet Airlines Ltd. Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD4) from Baa3 Assignments: Issuer: WestJet Airlines Ltd. Probability of Default Rating, Assigned Ba1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned Ba1 Withdrawals: Issuer: WestJet Airlines Ltd. Issuer Rating, Withdrawn , previously rated Baa3 Outlook Actions: Issuer: WestJet Airlines Ltd. Outlook, Changed To Stable From Negative RATINGS RATIONALE WestJet (Ba1 CFR) is constrained by 1) weakened profitability (5% EBIT margin in 2018, down from 11% in 2017 and mid-teens in 2014-16), 2) related cost pressures due to rising fuel price and unionization, 3) higher leverage (3.6x adj. debt/EBITDA in 2018, up from 2.1x in 2015), 4) negative free cash flow due to ongoing capacity growth of 6-11%/year (negative CAD $450 million in 2019) and 5) the execution risks and margin pressures as it transitions away from its single plane model (737), non-unionized business into a more complex traditional airline model with multiple offerings including its growth into competitive international markets with wide-body planes (787's), and the ultra-low cost carrier (ULCC) segment (Swoop). WestJet benefits from 1) its solid second position in the duopolistic Canadian market, 2) good load factors (84%) despite industry-wide capacity growth and 3) the potential of deleveraging towards 3x as new aircraft are placed into service. WestJet has good liquidity (SGL-2), supported by CAD $1.3 billion of cash and short term investments and a CAD $400 million unused revolver (due June 2022) as of Q4/18, which will be used to fund CAD $600 million of debt repayments and expected negative free cash flow of about CAD $450 million in 2019. In October 2018, the company signed a letter of intent for sale and operating leaseback of the three Boeing 787s to be completed in the first quarter of 2019, which will provide additional liquidity which Moody's expects is in excess of its forecast of negative free cash flow. WestJet had 77 unencumbered aircraft, representing approximately forty per cent of its total fleet, at year end 2018 providing alternate liquidity sources if needed. WestJet's credit facility contains two financial covenants and Moody's expects the airline to maintain cushion under both. The stable outlook reflects Moody's view that WestJet will be able to reduce leverage towards 3x, maintain its market position, and that liquidity will remain good. It also incorporates its view that the company will be able to successfully implement its growth initiatives and improve its profitability. WestJet's ratings could be upgraded if the company is able to improve its profitability, with adjusted EBIT margins moving above 10%, adjusted debt/EBITDA is sustained near 2.5x (3.6x at 2018) and the company generates positive free cash flow. An upgrade would also require that the company establish a track record operating its wide-body international expansion and its ULCC (Swoop). WestJet's ratings could be further downgraded if adjusted EBIT margins are below 5% and adjusted debt/ EBITDA is sustained above 3.5x (3.6x at 2018). A downgrade could also occur if the company experiences problems with the expansion of the 787s or Swoop or there is increased competition that weakens their market position. The Ba2 rating on WestJet's senior unsecured notes reflect their junior ranking behind a significant amount of secured term loans (unrated) and pari-passu with another C$1 billion of other unsecured claims, including its revolving credit facility, unsecured term loan and accounts payable. WestJet Airlines Ltd., headquartered in Calgary, Alberta, is the second-largest Canadian air carrier, providing scheduled passenger services to over 100 destinations in Canada, the US, Central America, the Caribbean and Europe. Revenue for the year ended December 2018 was CAD 4.7 billion. WILLOWOOD USA: Committee Taps PwC as Financial Advisor ------------------------------------------------------ The official committee of unsecured creditors of Willowood USA, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Colorado to retain PricewaterhouseCoopers LLP as its financial advisor. The firm will provide these services: a. assist the committee in its analysis of any proposed debtor-in-possession financing or use of cash collateral; b. monitor the Debtors' short-term cash flow, liquidity and operating results; c. review financial-related disclosures and other financial information prepared by the Debtors; d. review any key employee retention and employee benefit programs that may be proposed by the Debtors; e. review the Debtors' analysis with respect to the assumption or rejection of executory contracts and leases; f. review claims reconciliation and estimation process; g. attend meetings and assist in discussions with the Debtors, the committee, the U.S. trustee and other parties-in-interest; h. evaluate and analyze potential avoidance actions; i. assess restructuring alternatives and estimated recoveries, including a review of any plan of reorganization and related disclosure statement, asset sale or other restructuring transactions proposed by the Debtors; and j. as requested, testify as a "fact or percipient witness." PwC has agreed to charge the committee these hourly fees, which have been discounted by 10% from its current, regular hourly rates: Partner/Principal/Managing Director $715 - $825 Director/Senior Manager $650 - $715 Manager $525 - $550 Senior Associate $395 - $435 Associate $305 - $375 Steven Fleming, principal of PricewaterhouseCoopers LLP, attests that the firm is disinterested as defined in Section 101(14) of the Bankruptcy Code and does not hold nor represent an interest adverse to the Debtors' estates. The firm can be reached at: Steven Fleming PricewaterhouseCoopers LLP 90 Park Avenue New York, NY 10016 Tel: (646) 818-6000 Fax: (646) 818-6001 About Willowood USA Willowood USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-11320) on Feb. 27, 2019. The case is jointly administered with the Chapter 11 case of Willowood USA Holdings, LLC (Bankr. D. Colo. Case No. 19-11079). At the time of the filing, Willowood USA estimated assets of $10,000,001 to $50 million and liabilities of $10,000,001 to $50 million. The case has been assigned to Judge Kimberley H. Tyson. The Debtors tapped Brownstein Hyatt Farber Schreck, LLP as bankruptcy counsel, and Morris James LLP as special counsel. WRENCH GROUP: Moody's Assigns B3 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating (PDR) to Wrench Group LLC. Concurrently, Moody's assigned B2 ratings to the company's proposed $45 million senior secured first lien revolver, $225 million senior secured first lien term loan, and $75 million senior secured first lien delayed draw term loan. The ratings outlook is stable. This is the first time that Moody's has rated Wrench. Term loan proceeds combined with new equity from Leonard Green & Partners (LGP) will be used to finance the acquisition of the company. The delayed draw term loan will be used for future acquisitions. As part of the financing, the company has secured a $75 million senior secured second lien term loan that has not been rated by Moody's. "We view Wrench Group's highly acquisitive growth strategy as aggressive given the size and pace of acquisitions to date and limited operating history as a combined company," said Andrew MacDonald, Moody's lead Analyst for Wrench. "Nonetheless, we believe the company is well positioned within a relatively non-discretionary home repair services segment that will benefit from steady demand at stable margins and lead to sufficient cash flows to allow debt repayment and earnings growth that will reduce leverage long term." Moody's assigned the following ratings to Wrench Group LLC: Corporate Family Rating, B3 Probability of Default Rating, B3-PD $45 million Gtd senior secured first lien revolving credit facility due 2024, B2 (LGD3) $225 million Gtd senior secured first lien term loan due 2026, B2 (LGD3) $75 million Gtd senior secured first lien delayed draw term loan due 2026, B2 (LGD3) Outlook, Stable RATINGS RATIONALE Wrench Group LLC's B3 CFR is broadly constrained by the company's elevated financial risk associated with its highly leveraged capital structure. Pro forma for the proposed transaction and completed acquisitions, the company's Moody's-adjusted debt-to-EBITDA for the twelve months ended December 31, 2018 approximated 6.7 times. The rating also reflects the company's limited operating history and aggressive acquisition appetite, as it was only formed in early 2016 from the combination of four companies and has subsequently made another four acquisitions since -- effectively more than doubling revenue over the same period. The rating also considers the company's small size by revenue and highly fragmented marketplace, with many small local competitors and a few national or regional providers. The company, along with the industry as a whole, has to contend with high turnover rates within its labor pool and seasonality tied to weather conditions, although Wrench's relatively larger size and broader service offerings compared to competitors somewhat mitigates this risk. The rating benefits from the non-discretionary nature of the company's home repair offerings, mainly including heating, ventilation, and air conditioning ("HVAC"), plumbing, electrical and water quality services, which drives steady demand for services. Additionally, the company is larger than most competitors, which are typically small local owners, giving Wrench an advantage in working capital and personnel flexibility. It also affords the company better geographic and customer diversity than local competitors, with operations in six major metropolitan areas and the largest region accounting for only 25% of revenue. Wrench's liquidity is viewed as adequate, with a lack of near-term debt maturities, access to a new undrawn $45 million revolver and an expectation of approximately $12 million of free cash flow during the next 12 months. The stable outlook reflects Moody's view that the company will have good revenue growth -- achieved both organically and from acquisitions -- that will lead to EBITDA growth and positive free cash flow generation over the next 12-18 months. The outlook incorporates Moody's expectation that the company will continue to be acquisitive, but that it will conservatively price target companies and integrate them with minimal disruption to operations and minimal impact on key financial credit metrics. Ratings could be downgraded if liquidity deteriorates such that operating cash flows do not support the company's capital needs. Additionally, debt-to-EBITDA sustained above 7.0 times, or a decline in EBITA-to-interest to below 1.0 time, would pressure the rating. Debt-funded acquisitions or dividends could also lead to a downgrade. While unlikely near term, ratings could be upgraded if the company is able to achieve solid organic revenue and EBITDA growth such that debt-to-EBITDA is sustained below 5.5 times and a good liquidity profile is maintained. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Marietta, Georgia, Wrench Group LLC ("Wrench") through its subsidiaries operates as a provider of home repair services for heating, ventilation and air conditioning ("HVAC"), plumbing, water quality and electrical equipment to residential customers across six major metropolitan areas in the US. Wrench had pro-forma revenues for the twelve months ended December 31, 2018 of $357 million. Following the proposed transaction, the company will be majority-owned by Leonard Green & Partners. XTAL INC: May 2 Disclosure Statement, Plan Confirmation Hearing --------------------------------------------------------------- On May 2, 2019, at 10:30 a.m., the Honorable M. Elaine Hammond of the United States Bankruptcy Court for the Northern District of California will hold a combined hearing to consider (i) approval of XTAL Inc.'s Disclosure Statement and (ii) confirmation of the Debtor's Plan of Reorganization. Ballots accepting or rejecting the Plan must be returned by no later than April 18, 2019. Objections to the Disclosure Statement and Plan must be filed and served by no later than April 18, 2019. The Debtor may file a reply to any objections by no later than April 25, 2019. Class 4 - General Unsecured Creditors are impaired. Class 4 shall be treated as follows: (i) A pro rata portion of an aggregate cash payment of $50,000 shall be distributed to all holders of an Allowed Class 4 Claim on the Effective Date of the Plan or as soon thereafter as any disputed claim is Allowed by a Final Order. (ii) A pro rata portion of the Net Avoidance Action Distributions, if any, to which Class 4 is entitled. Class 1 - Secured Claims are impaired. Holder of a secured claim is deemed to be in a separate sub-class with respect to its secured claim and the collateral with respect thereto. Each Holder of a secured claim shall retain the lien on its collateral and on the Effective Date, the Reorganized Debtor will either (i) assume any valid and allowed obligations owed to any Holder of an allowed Class 1 Claim or (ii) shall surrender the collateral subject to any valid first-priority liens to the lien Holder of the particular allowed Class 1 Claim. Class 3 - ASML Unsecured Claim are impaired. Class 3 shall be treated as follows: (i) If the ASML Settlement Agreement is approved by the Court and Class 3 accepts the Plan as provided for in the ASML Settlement Agreement, which shall be incorporated herein by reference as if set forth fully in its entirety, the Holder of the Allowed Class 3 Claim shall receive, on account of its Class 3 Claim and the terms and conditions set forth in the Plan, subject to the Class 3 Claim Distribution Limitation, (i) the IP Assets, (ii) a pro rata distribution of Cash, (iii) the computer servers, laptops, and furniture; (iv) the Residual Cash, which shall not be less than the Minimum Residual Cash Distribution of $75,000; (v) the Malpractice Claims; (vi) the portion of the Net Avoidance Action Distributions, if any, to which Class 3 is entitled; and (vii) such other consideration as set forth in the Plan. (ii) The holder of the Class 3 Claim shall receive no distributions under the Plan on account of any Class 3 Claim except as set forth above and in the ASML Settlement Agreement. Class 5 - Equity Interests are impaired. All Equity Interests of each Holder of a Class 5 Interest shall be cancelled. Holders of Class 5 Interests shall neither receive any distribution nor retain any Interests on account of their Class 5 Interest under the Plan. All consideration necessary for the Reorganized Debtor to make distributions pursuant to the Plan shall be obtained from the Assets and existing Cash balances of the Debtor, Net Avoidance Action Distributions, and from the reallocation of the cash distribution to ASML as set forth herein. A full-text copy of the Disclosure Statement dated March 28, 2019, is available at http://tinyurl.com/y638em4ofrom PacerMonitor.com at no charge. About XTAL Inc. XTAL Inc. -- http://www.xtalinc.com/-- is a designer and manufacturer of semiconductor devices located in the Silicon Valley. It specializes in yield enhancement, software optimization and hardware implementation targeting semiconductor ecosystem. XTAL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 18-52770) on Dec. 17, 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 has been assigned to Judge Elaine M. Hammond. The Debtor tapped Alston & Bird LLP as its legal counsel. [*] S&P Withdraws Revenue Bond Ratings from Four Federal Entities ----------------------------------------------------------------- S&P Global Ratings has withdrawn its ratings on four issuers' revenue bonds that are secured by project revenues from federal contracts. At the same time, S&P Global Ratings has removed the ratings from CreditWatch, where they were placed with negative implications Dec. 21, 2018. The issuers and ratings affected are: -- Fannin County Public Facility Corp., Texas (BB/Watch Neg); -- Willacy County Public Facility Corp., Texas (BB+/Watch Neg); -- Hudspeth County, Texas/ West Texas Detention Facilities Corp., Texas (BB/Watch Neg); -- Garza County Public Facilities Corp., Texas (B/Watch Neg). "We base these rating actions on our inability to communicate with the federal agency that appropriates the funding, or the operator who manages a specific facility. As stated in our Dec. 21, 2018 publication, we have increasingly come to view ongoing direct access to the major parties engaged in the federal contracts and operating agreements, including the federal agency under contract (Immigration and Customs Enforcement, the Bureau of Prisons, or U.S. Marshals Service), the operator, and an issuer representative as key components in our assessment of this sector's credit quality," S&P said. "To maintain a rating in this sector, we will need to speak with the federal agency that appropriates the funding at least annually, the operator who runs the facility at least quarterly, and the issuer that supports the transactions at least annually. Failure to receive the requested information will likely result in our withdrawal of the affected rating, preceded in accordance with our policies," the rating agency added. S&P has made repeated attempts to have direct, regular communication with these federal entities and operators. Despite its efforts, the rating agency has been unable to communicate with the federal agencies that have contracts with these local entities. Furthermore, given its unsuccessful outreach attempts, S&P believes it is unlikely that any sort of meaningful dialogue will be forthcoming or be maintained on a regular basis. "Limited or incomplete access to the federal entities limits our ability to reflect federal policy changes in our ratings and report on programmatic or appropriations-related risks within the sector. While the federal budget is accessible via publicly available sources, we have very little insight into important aspects of federal policies that have been key drivers of rating changes in the past two-year period, such as lack of contract renewal or bipartisan funding deals brokered on reduction of funding for detention beds," S&P said. "Furthermore, without access to the prison operators we cannot analyze operational issues that might influence the facilities or their compliance with state and federal regulations. As a result, we do not have sufficient information to maintain these ratings and are withdrawing the ratings in accordance with our policies," the rating agency added. [^] BOND PRICING: For the Week from April 1 to 5, 2019 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Aceto Corp ACET 2.000 62.500 11/1/2020 Acosta Inc ACOSTA 7.750 15.543 10/1/2022 Acosta Inc ACOSTA 7.750 15.996 10/1/2022 Aegerion Pharmaceuticals Inc AEGR 2.000 68.250 8/15/2019 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 8.250 6/15/2021 Bristow Group Inc BRS 6.250 18.881 10/15/2022 Bristow Group Inc BRS 4.500 21.000 6/1/2023 Cenveo Corp CVO 6.000 25.750 8/1/2019 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Cenveo Corp CVO 6.000 25.750 8/1/2019 Chukchansi Economic Development Authority CHUKCH 9.750 59.995 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 58.563 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 18.372 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 5.406 3/15/2024 DBP Holding Corp DBPHLD 7.750 36.119 10/15/2020 DBP Holding Corp DBPHLD 7.750 36.119 10/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Ditech Holding Corp DHCP 9.000 6.296 12/31/2024 EI du Pont de Nemours & Co DD 6.500 125.581 1/15/2028 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 44.290 5/1/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 33.909 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 21.258 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 22.610 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 34.639 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 23.488 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 23.488 9/1/2022 EXCO Resources Inc XCOO 7.500 9.125 9/15/2018 EXCO Resources Inc XCOO 8.500 17.750 4/15/2022 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 0.072 1/30/2037 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 38.125 10/15/2019 Federal Farm Credit Banks FFCB 2.870 99.773 11/15/2021 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Global Eagle Entertainment Inc ENT 2.750 40.500 2/15/2035 Hexion Inc HXN 13.750 22.960 2/1/2022 Hexion Inc HXN 9.200 20.000 3/15/2021 Hexion Inc HXN 7.875 20.000 2/15/2023 Hexion Inc HXN 13.750 38.850 2/1/2022 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Hornbeck Offshore Services Inc HOS 5.875 63.004 4/1/2020 Hornbeck Offshore Services Inc HOS 5.000 54.930 3/1/2021 Hornbeck Offshore Services Inc HOS 1.500 91.250 9/1/2019 Iconix Brand Group Inc ICON 5.750 25.000 8/15/2023 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 6.750 3.129 4/1/2022 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 9.250 4.669 3/15/2023 Lazard Group LLC LAZ 4.250 102.453 11/14/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 29.427 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 27.287 12/1/2021 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 MF Global Holdings Ltd MF 6.750 14.482 8/8/2016 MF Global Holdings Ltd MF 9.000 14.500 6/20/2038 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 17.000 7/1/2026 Monitronics International Inc MONINT 9.125 12.731 4/1/2020 Murray Energy Corp MURREN 11.250 51.920 4/15/2021 Murray Energy Corp MURREN 11.250 52.221 4/15/2021 Murray Energy Corp MURREN 9.500 48.016 12/5/2020 Murray Energy Corp MURREN 9.500 48.016 12/5/2020 Neiman Marcus Group Ltd LLC NMG 8.000 53.139 10/15/2021 Oldapco Inc APPPAP 9.000 3.095 6/1/2020 Pernix Therapeutics Holdings Inc PTX 4.250 0.343 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 0.343 4/1/2021 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Renco Metals Inc RENCO 11.500 26.375 7/1/2003 Rolta LLC RLTAIN 10.750 10.392 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 35.383 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 35.343 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.233 38.000 8/1/2019 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 35.960 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 35.392 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.233 34.586 8/1/2019 Sanchez Energy Corp SNEC 6.125 13.755 1/15/2023 Sanchez Energy Corp SNEC 7.750 14.736 6/15/2021 SandRidge Energy Inc SD 7.500 0.933 2/15/2023 Sears Holdings Corp SHLD 6.625 22.500 10/15/2018 Sears Holdings Corp SHLD 6.625 14.325 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 20.000 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.750 20.000 1/15/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Staples Inc SPLS 8.500 110.034 9/15/2025 Staples Inc SPLS 8.500 109.855 9/15/2025 Sungard Availability Services Capital Inc SUNASC 8.750 5.000 4/1/2022 Sungard Availability Services Capital Inc SUNASC 8.750 5.333 4/1/2022 Synergy Pharmaceuticals Inc SGYP 7.500 53.250 11/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Toys R Us - Delaware Inc TOY 8.750 3.000 9/1/2021 Toys R Us Inc TOY 7.375 3.000 10/15/2018 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 7.125 21.739 4/15/2025 Ultra Resources Inc UPL 6.875 32.577 4/15/2022 Ultra Resources Inc UPL 6.875 33.143 4/15/2022 Ultra Resources Inc UPL 7.125 21.776 4/15/2025 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 6.375 25.813 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.750 29.500 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 6.375 25.000 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.500 29.000 4/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.750 32.000 10/1/2021 Windstream Services LLC / Windstream Finance Corp WIN 7.500 27.000 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 8.750 29.500 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 29.500 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 25.031 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 25.650 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 25.650 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 28.641 10/1/2021 Windstream Services LLC / Windstream Finance Corp WIN 7.750 28.641 10/1/2021 iHeartCommunications Inc IHRT 9.000 68.000 12/15/2019 iHeartCommunications Inc IHRT 14.000 12.750 2/1/2021 iHeartCommunications Inc IHRT 7.250 10.250 10/15/2027 iHeartCommunications Inc IHRT 6.875 10.625 6/15/2018 iHeartCommunications Inc IHRT 9.000 72.871 12/15/2019 iHeartCommunications Inc IHRT 14.000 11.922 2/1/2021 iHeartCommunications Inc IHRT 9.000 72.871 12/15/2019 iHeartCommunications Inc IHRT 9.000 72.871 12/15/2019 iHeartCommunications Inc IHRT 14.000 11.922 2/1/2021 rue21 inc RUE 9.000 1.470 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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. 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