/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190412.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 12, 2019, Vol. 23, No. 101 Headlines 10 HOMESTEAD AVE: Second Proposed Sale of Quincy Property Withdrawn 10 HOMESTEAD AVENUE: Connelly Buying Quincy Property for $270K 22 RUNYON: $1.2M Sale of Newark Property to BSD Realty Approved 27957 LAKES EDGE: Voluntary Chapter 11 Case Summary 3C'S BLESSING: Hires Cushner & Associates as Attorney ACCELERATING MINISTRIES: Case Summary & 20 Top Unsecured Creditors AEGEAN MARINE: Court Confirms Chap. 11 Plan; Plan Deemed Effective AEROGROUP INTERNATIONAL: Mr. Carroll of Carroll Services as CWO AIX ENERGY: J. Searcy Named Successor Litigation Trustee AMERICAN DIAMOND: Case Summary & 13 Unsecured Creditors AMERICAN TECHNICAL: Unsecureds to Get Quarterly Distributions AMYRIS INC: Receives Nasdaq Notice About Late Form 10-K Filing AMYRIS INC: Secures $8-Mil. Credit Facility from Foris Ventures AMYRIS INC: Signs Fourth Amended LSA with GACP Finance AUCTION.COM HOLDING: S&P Alters Outlook to Stable, Affirms B- ICR BACK DOOR: May 7 Hearing on Disclosure Statement BALLANTYNE BRANDS: Cash Collateral Use Continued to April 9 BEAVEX HOLDING: TForce-Led Sale Process Approved BORDEAUX FARMS: Seeks to Hire Stephen E. Dunn as Attorney BRINGING GOD'S WORD: May 29 Plan Confirmation Hearing BRONCS INC: U.S. Trustee Forms 7-Member Committee BUCK SPRINGS: Court Confirms Chapter 11 Reorganization Plan BUEHLER INC: Sale of Save-A-Lot Grocery Stores Assets to Moran OK'd BV RESTAURANT: Seeks Authority to Use MNDOR Cash Collateral CADVOC REALTY: Seeks to Hire Sanchez Garrison as Attorney CAMBER ENERGY: Hikes Authorized Common Shares to 250 Million CAROL ROSE: Sale Proceeds to Fund Unsecured Creditors' Payment CASA SYSTEMS: S&P Cuts ICR to 'B+'; Outlook Negative CEC ENTERTAINMENT: Moody's Puts B3 CFR Under Review for Upgrade CEC ENTERTAINMENT: S&P Puts B- ICR on Watch Pos. on Proposed Merger CELESTIAL CHURCH: Hires Charles M. Maynard as Attorney CENTERSTONE LINEN: April 15 Auction of All Assets Set CIP INVESTMENT: $15M Sale of Wichita Property to Wichita Thorn OK'd CLEARWATER TRANSPORTATION: Appointment of Trustee, Examiner Sought CORELLE BRANDS: Moody's Hikes CFR to Ba3 & Alters Outlook to Pos. CREDIT MGMT: Sale/Abandonment of North Vegas Personal Property OK'd CURAE HEALTH: Seeks Approval to Pay DIP Obligations, Use Cash CURVATURE INC: S&P Raises ICR to CCC After Distressed Debt Exchange DAYMARK SOLUTIONS: Unsecured Creditors to Get 30% Under Plan DECOR HOLDINGS: Cigna Objects to Disclosure Statement EASTMAN KODAK: S&P Affirms 'CCC' ICR; Off CreditWatch Positive EP ENERGY: S&P Lowers ICR to 'CCC-' on Elevated Liquidity FAYETTE MEMORIAL: Gets Final Nod to Use Cash Collateral FC GLOBAL: Closes Stock Purchase Agreement with Gadsden FIVE STAR SENIOR: ABP LLC Has 35.4% Stake as of April 1 GNC HOLDINGS: Adds New Member to Board of Directors GRAFTECH INTERNATIONAL: S&P Hikes ICR to 'BB-'; Outlook Stable GRANT STREET: Trustee Seeks to Hire Demeo LLP as Counsel GREGORY GILBERT: $853K Sale of Tahoe Property to Pinands Approved H.T.O. ARCHITECT: Seeks to Hire Macco & Stern as Legal Counsel HATSWELL FARMS: $87K Sale of 50% Interest in Wet Corn Approved HEFLIN, AL: S&P Cuts GO Warrant Ratings to 'BB+' on Weak Liquidity ICONIX BRAND: UBS Group AG Reports 9.9% Stake as of March 31 IG INVESTMENTS: S&P Lowers ICR to B-' on Debt-Funded Dividend INFORMATICA LLC: Moody's Affirms B2 CFR on $388MM Dividend Issuance INLAND FAMILY: Hires Mitchell Day Law as Special Counsel INPIXON: Releases FAQs Regarding Locality Systems Acquisition IPS WORLDWIDE: Appointment of A. Moglia as Ch. 11 Trustee Approved J CREW GROUP: Dissolves Office of the Chief Executive Officer JAGUAR HEALTH: Reports Q4 Net Loss From Operations of $20.7-Mil. JAMIE ONE: DOJ Watchdog Seeks Ch. 7 Conversion, Trustee Appointment JANE STREET: Moody's Affirms Issuer Rating & 1st Lien Loan at Ba3 JANE STREET: S&P Rates Sr. Sec. Term Loan Add-On 'BB-' JTJ RESTAURANTS: Hires David W. Southwell as Accountant KAIROS HOMES: May Use Proceeds From Sale of Springtown Assets KESTRA ADVISOR: Moody's Assigns B3 CFR on Proposed Financing LARRY CARR & ASSOCIATES: Hires Stichter Riedel as Counsel LBM BORROWER: Moody's Hikes CFR to B2 & Alters Outlook to Stable MAJOR EVENTS: $159K Sale of Lansdowne Property to Singleton Okayed MEGHA LLC: Trustee Seeks to Hire Beau Box as Broker MIKE TAMANA: Hires Acrius Capital as Financing Broker NATURAL HEALTH: Seeks to Hire Furr Cohen as Attorney NEENAH INC: Moody's Affirms 'Ba2' CFR & 'Ba3' Sr. Unsecured Rating NEIMAN MARCUS: 2028 Debentures Holders Deliver TSA Joinders NMSOOH INC: Seeks to Hire Certilman Balin as Attorney NMSOOH INC: Seeks to Hire Margolin Winer as Accountant NORDAM: Reorganization Plan Approved, Exits Chapter 11 NS FITNESS: Seeks to Hire Schatt & Hesser as Legal Counsel OCEAN HORIZON: Seeks to Hire Shmuel Klein as Legal Counsel OUTERSTUFF LLC: S&P Affirms B- ICR on ABL Renewal; Outlook Stable OXFORD ASSOCIATES: $155K Sale of Yonkers Property to Porteous OK'd PANCHITA BELLO: $220K Sale of Washington DC Property Approved PEARL CITY GARAGE: Hires AG & Business as Attorney PERNIX SLEEP: Highbridge-Led Sale Process Set PETTUS PROPERTIES: Seeks to Hire Maples Law as Attorney PHILLIP JONES: $1.9M Sale of Brooklyn Property to Archstone Okayed QUANTUM CORP: Appoints New Member to Board of Directors QUANTUM CORP: Delays Filing of Form 10-Q for Period Ended Dec. 31 RENNOVA HEALTH: Welcomes New Chief Financial Officer RICHLAND FARMS: Seeks to Hire Steffes Group as Auctioneer S & G MACHINE: Taps Inzer McWhorter as Legal Counsel SILVER II GUERNSEY: S&P Assigns B ICR on Dividend Recapitalization SIZMEK INC: April 17 Meeting Set to Form Creditors' Panel SIZMEK INC: Taps Stretto as Claims Agent SKIN PC: Seeks Authority to Use Wells Fargo Cash Collateral SMM INC: Proposed Colson Auction of Three Kentucky Parcels Approved SOUTH CENTRAL: Allowed to Use Cash Collateral Until May 31 STRATEGIC OIL: Obtains Creditor Protection Under CCAA TOISA LIMITED: Court Confirms 3rd Chapter 11 Liquidation Plan UFC HOLDINGS: Moody's Lowers 1st Lien Loan Rating to 'B2' [*] Potter Anderson Adds Three New Lawyers to Bankruptcy Practice [^] BOOK REVIEW: Macy's for Sale ********* 10 HOMESTEAD AVE: Second Proposed Sale of Quincy Property Withdrawn ------------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts withdrew 10 Homestead Avenue, LLC's second proposed private sale of the real property commonly known as Unit 1, 10 Homestead Avenue, Quincy, Massachusetts as more fully described by Deed dated April 8, 2013 recorded at Norfolk County Registry of Deeds, Book 31215, Page 199 and further described by Master Deed dated April 11, 2018, and recorded at Norfolk County Registry of Deeds, Book 35907, Page 233. The property is one unit of a four-unit building. Said unit is the first unit in the condominium to be sold. About 10 Homestead Avenue 10 Homestead Avenue's principal assets are located at 10 Homestead Avenue Quincy, MA 02169. Landing at Braintree's principal assets are located at Units 125-139B, Commercial Street Braintree, MA 02184. 10 Homestead Avenue, LLC, and its affiliate Landing at Braintree, LLC, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr. D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the petitions signed by William T. Barry, manager, the Debtors estimated $1 million to $10 million in assets and liabilities. Judge Frank J. Bailey presides over Case No. 18-14158 while the Hon. Christopher J. Panos presides over Case No. 18-14159. The Ann Brennan Law Offices serves as the Debtors' bankruptcy counsel. The Law Office of Lipman & White, is the special counsel. 10 HOMESTEAD AVENUE: Connelly Buying Quincy Property for $270K -------------------------------------------------------------- 10 Homestead Avenue, LLC, asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the private sale of the real property commonly known as Unit 1, 10 Homestead Avenue, Quincy, Massachusetts as more fully described by Deed dated April 8, 2013 recorded at Norfolk County Registry of Deeds, Book 31215, Page 199 and further described by Master Deed dated April 11, 2018, and recorded at Norfolk County Registry of Deeds, Book 35907, Page 233, to Corrina Connelly for $269,900. The property is one unit of a four-unit building. Said unit is the first unit in the condominium to be sold. Judge Frank J. Bailey will convene a hearing on the Third Motion March 28, 2019 at 3:30 p.m. The objection deadline is March 27, 2019 at 4:30 p.m. About 10 Homestead Avenue 10 Homestead Avenue's principal assets are located at 10 Homestead Avenue Quincy, MA 02169. Landing at Braintree's principal assets are located at Units 125-139B, Commercial Street Braintree, MA 02184. 10 Homestead Avenue, LLC, and its affiliate Landing at Braintree, LLC, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr. D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the petitions signed by William T. Barry, manager, the Debtors estimated $1 million to $10 million in assets and liabilities. Judge Frank J. Bailey presides over Case No. 18-14158 while the Hon. Christopher J. Panos presides over Case No. 18-14159. The Ann Brennan Law Offices serves as the Debtors' bankruptcy counsel. The Law Office of Lipman & White, is the special counsel. 22 RUNYON: $1.2M Sale of Newark Property to BSD Realty Approved --------------------------------------------------------------- Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey authorized 22 Runyon St. & 194-196 Johnson Ave Corp.'s sale of the real property located at 22 W. Runyon St., Newark, New Jersey to BSD Realty Group for $1.17 million. A hearing on the Motion was held on April 2, 2019 at 11:00 a.m. The sale is free and clear of all liens, claims, interests and encumbrances. Customary closing adjustments payable by the Debtor for municipal charges or assessments will be satisfied from the proceeds of the sale at closing. The Motion included a request to pay the Retained Professionals' approved compensation from sale proceeds. Pursuant to D.N.J. LBR 6004-5, the Debtor will pay the realtor commission at closing without a separate application for compensation. The Debtor's counsel will be required to obtain approval of a fee application prior to receiving payment from the net proceeds of the sale. The Debtor and its counsel will reserve their rights pursuant to Section 506(c) of the Bankruptcy Code to seek additional compensation for preserving and dispossessing the Property. Any request for compensation pursuant to Section 506(c) of the Bankruptcy Code will be made by further motion to the Bankruptcy Court. The secured claim held by Hampshire Holding, LLC, property taxes, and municipal charges which encumber the property, will be paid in full at closing. Hampshire will deliver a written statement evidencing the amount due within five days' notice. The net proceeds from the sale of the Property will be held in the Debtor's Attorney's Trust Account pending further order of the Court. Notwithstanding Bankruptcy Rule 6004(h), the Order will not be stayed for 14 days after its entry, but will be effective and enforceable immediately upon entry. A true copy of the Order will be served on all parties who received notice of the Motion, within seven days from the entry of the Order. The sale of the Property is made subject to all existing tenancies. About 22 Runyon St. & 194-196 Johnson Ave Corp. 22 Runyon St. & 194-196 Johnson Ave Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-33431) on Nov. 28, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped Scura, Wigfield, Heyer, Stevens & Cammarota LLP as its legal counsel. 27957 LAKES EDGE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: 27957 Lakes Edge Rd, LLC 27957 Lakes Edge Rd Lake Arrowhead, CA 92352 Business Description: 27957 Lakes Edge Rd LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 11, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 19-13050 Debtor's Counsel: Alfred J. Verdi, Esq. VERDI LAW GROUP, P.C. 29160 Heathercliff Road, Suite 4133 Malibu, CA 90264 Tel: 818-705-1100 310-850-6695 Fax: 818-688-3980 E-mail: verdilawgroup@live.com al@verdilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth K. Barnoski, manager. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-13050.pdf 3C'S BLESSING: Hires Cushner & Associates as Attorney ----------------------------------------------------- 3C's Blessing, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ the Law Offices of Cushner & Associates, P.C., as attorney to the Debtor. 3C's Blessing requires Cushner & Associates to: a. advise the Debtor concerning the conduct of the administration of the bankruptcy case; b. prepare all necessary applications and motions as required under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and Local Bankruptcy Rules; c. prepare a disclosure statement and plan of reorganization; and d. perform all other legal services that are necessary to the administration of the case. Cushner & Associates will be paid at these hourly rates: Partners $500 Associates $400 Paralegals $200 Cushner & Associates will be paid a retainer in the amount of $25,000, plus $1,717 filing fee. Cushner & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Todd S. Cushner, a partner at the Law Offices of Cushner & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cushner & Associates can be reached at: Todd S. Cushner, Esq. James J. Rufo, Esq. LAW OFFICES OF CUSHNER & ASSOCIATES, P.C. 399 Knollwood Road Suite 205 White Plains, NY 10603 Tel: (914) 600-5502 Fax: (914) 600-5544 E-mail: todd@Cushnerlegal.com jrufo@cushnerlegal.com About 3C's Blessing 3C's Blessing, Inc., d/b/a Little Caesars Pizza, based in Bronx, NY, filed a 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 disclosed $357,482 in assets and $1,210,915 in liabilities. Todd S. Cushner, Esq., at the Law Offices of Cushner & Associates, P.C., serves as bankruptcy counsel to the Debtor. ACCELERATING MINISTRIES: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Accelerating Ministries 1411, 1430 & 1456 N. Grove Ave and 1421 Amador Ave Ontario, CA 91764 Business Description: Accelerating Ministries is a tax-exempt religious organization in Ontario, California. Chapter 11 Petition Date: April 10, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 19-13044 Judge: Hon. Wayne E. Johnson Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd 6th Floor Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 E-mail: michael.berger@bankruptcypower.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wallace Burl Wasson, CEO. 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/cacb19-13044.pdf AEGEAN MARINE: Court Confirms Chap. 11 Plan; Plan Deemed Effective ------------------------------------------------------------------ The Bankruptcy Court, on March 29, issued an order confirming the joint plan of reorganization filed by Aegean Marine Petroleum Network Inc. and its debtor affiliates, and the Effective Date of the Plan occurred on April 3, 2019. The Plan provides that Holders of Allowed Aegean Unsecured Claims will receive their Pro Rata share of (i) $40 million in Cash (i.e., the Aegean Unsecured Claims Cash Pool) and (ii) Class A Litigation Trust Units in the Litigation Trust, which shall own and monetize the Litigation Claims for the benefit of Holders of Allowed Aegean Unsecured Claims and, potentially, equity holders. According to the Debtors' memorandum in support of confirmation, only two parties, neither of which have any pecuniary interest in these cases, have objected: the U.S. Securities and Exchange Commission and the U.S. Trustee. The U.S. Securities and Exchange Commission generally asks the Debtors to meet their Metromedia burden with respect to any nonconsensual third-party release for Mercuria and Messrs. Baron, Moore, and Bartozek, each a post-May 1, 2018 director. The Debtors said they will. The U.S. Trustee likewise takes aim at the Plan's release and exculpation provisions -- critical, bargained-for components of the Plan which afford a well-earned measure of finality and closure for those who made significant contributions and participated in good faith -- largely recycling issues raised at the Disclosure Statement phase. The Third Party Release is consensual or, where applicable, satisfies Metromedia. The Exculpation is customary and consistent with several others approved by this Court. And not one party in interest that would actually be subject to the Plan's release and exculpation provisions has objected. At the Plan confirmation hearing, the Court overruled the objections raised by the U.S. Trustee and the SEC. On April 3, upon the record of the hearings held on April 1 and 2 regarding the payment of certain fees and expenses pursuant to Article II.C and Article IV.Q of the Plan, as set forth more specifically in (i) the Joint Limited Response of U.S. Bank National Association, as Unsecured 4.25% Notes Indenture Trustee, and Deutsche Bank Trust Company Americas, as Unsecured 4.00% Notes Indenture Trustee, to the Objection of the United States Trustee to Confirmation of the Plan, and Joinder to Statement of the Official Committee of Unsecured Creditors in Support of Committee Members' Fees and Expenses, and (ii) the Statement of the Official Committee Of Unsecured Creditors in Support of Committee Members' Fees and Expenses (with respect to the fee and expense requests on behalf of AmEx, and the Court having entered an Order confirming the Plan on March 29; and it appearing that the Plan has not yet become effective and by its terms would not become effective except after resolution of the Indenture Trustee Application and the AmEx Application; and the parties having reached a resolution of certain issues that will permit the Plan to become effective; and the Court having determined that certain modifications to the Plan do not adversely affect any other parties and that no further notice or resolicitation is required, issued an order modifying the Plan to remove Article II.C and Article IV.Q thereof in their entirety. The Indenture Trustee Application, and any objections thereto raised at the Hearing, are withdrawn with prejudice. The objections to the AmEx Application raised at the Hearing are sustained. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry. A full-text copy of the findings of fact, conclusions of law, and order confirming the Plan is available at http://tinyurl.com/y5rw9rwdfrom PacerMonitor.com at no charge. A full-text copy of the Order modifying the Plan is available at http://tinyurl.com/y5a89rmwfrom PacerMonitor.com at no charge. About Aegean Marine Petroleum Network Aegean Marine Petroleum Network Inc. -- http://www.ampni.com/-- is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources (such as refineries, oil producers, and traders) and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines. Currently, Aegean has a global presence in more than 30 markets and a team of professionals ready to serve its customers wherever they are around the globe. Aegean Marine Petroleum Network Inc., et al., sought bankruptcy protection on Nov. 6, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-13374). The jointly administered cases are pending before Judge Hon. Michael E. Wiles. In the petition signed by Spyridon Fokas, general counsel and secretary, Aegean Marine estimated assets of $1 billion to $10 billion and total liabilities of $500 million to $1 billion. The Debtors tapped Kirkland & Ellis International LLP as general counsel; Moelis & Company as Financial Advisor; Ernst & Young LLP, as restructuring advisor; Epiq Bankruptcy Solutions, LLC, as claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Nov. 15, 2018. The committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel. AEROGROUP INTERNATIONAL: Mr. Carroll of Carroll Services as CWO --------------------------------------------------------------- Aerogroup International Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ James Patrick Carroll of Carroll Services, LLC, as chief wind-down officer to the Debtors. Aerogroup International requires Carroll Services to: (a) take any and all actions that are necessary, advisable or appropriate to winddown the Debtors in connection with the chapter 11 cases, including the winddown of the Debtors' 401(k) and ESOP plans and overseeing related tax filings; (b) take any and all actions that are necessary, advisable or appropriate to winddown the Debtors' chapter 11 bankruptcy estates; (c) oversee the disposition or abandonment of any remaining assets; and (d) prepare, execute, acknowledge, file, deliver and record all such further documents and instruments by and on behalf of the Debtors, and in its name, or otherwise, as in the judgment of the CWO shall be necessary, appropriate or advisable in order fully to carry out the intent and to accomplish the foregoing. Carroll Services will be compensated at a flat rate of $50,000 for six months of the service rendered. James Patrick Carroll, a member of Carroll Services, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Carroll Services can be reached at: James Patrick Carroll CARROLL SERVICES, LLC 7431 2nd Avenue Sykesville, MD 21784 Tel: (410) 795-3721 About Aerogroup International Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A., as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On Sept. 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Cooley LLP as its lead counsel; Gellert Scali Busenkell & Brown, LLC as co-counsel; and Province, Inc. as financial advisor. AIX ENERGY: J. Searcy Named Successor Litigation Trustee -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved the appointment of Joshua P. Searcy as the successor Liquidating Trustee of AIX Energy, Inc. and Antero Energy Partners, LLC Liquidating Trust effective nunc pro tunc to January 18, 2019. About AIX Energy AIX Energy, Inc., is an oil and gas exploration and production company. AIX's business includes drilling oil and gas wells and selling the petroleum products that result from such drilling activities. As such, AIX acquires and holds drilling and production rights over various tracts of land located in Louisiana through a number of oil, gas and mineral leases. AIX Energy sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was signed by Robert A. Imel, president. The AIX case was originally assigned to Judge Barbara J. Houser, but was transferred to Judge Stacey G.C. Jernigan, who oversees the bankruptcy case of Antero Energy Partners. AIX tapped The Harvey Law Firm, P.C., as counsel when it filed for bankruptcy. The Debtor won approval to engage Orenstein Law Group, P.C., as special counsel. The Official Committee of Unsecured Creditors won approval to retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as counsel. * * * The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which was continued to Jan. 5, 2016. AIX on Feb. 12, 2016, filed a motion to extend by 90 days its exclusive period to propose a Chapter 11 plan by May 19, 2016, and its exclusive period to solicit acceptances of that plan by Aug. 19, 2016. No order was entered. Instead, the Court on March 23 entered an order directing the appointment of a Chapter 11 trustee in AIX's case. On March 14, 2016, Judge Houser held a hearing on the motion for joint administration of the Chapter 11 cases of AIX and Antero. At the conclusion of the hearing, the Court determined not to order the joint administration of the cases and further determined to transfer the AIX case to Judge Jernigan. On March 18, 2016, the Official Committee of Unsecured Creditors and LegacyTexas Bank entered a stipulation extending the Investigation Period as defined in Final DIP the Order with respect to the Committee is extended through and including April 21, 2016. AMERICAN DIAMOND: Case Summary & 13 Unsecured Creditors ------------------------------------------------------- Debtor: American Diamond Mint LLC fka Secured Worldwide, LLC 31 South Street, Suite S-4 Mount Vernon, NY 10550 Business Description: American Diamond Mint LLC markets and sells Diamond Bullion -- a credit card-sized package of investment-grade diamonds in a tamper-resistant case, with a unique optical signature recognition system and serial number. Chapter 11 Petition Date: April 11, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-22780 Judge: Hon. Robert D. Drain Debtor's Counsel: James B. Glucksman, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 Email: jbglucksman@rattetlaw.com - and - Robert Leslie Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 Email: rrattet@rattetlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Arthur Joseph Lipton, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-22780.pdf AMERICAN TECHNICAL: Unsecureds to Get Quarterly Distributions ------------------------------------------------------------- American Technical Services, Inc., filed a Chapter 11 Plan and accompanying Disclosure Statement. Class V: (Impaired). Class V consists of proven and allowed general unsecured claims. The Debtor estimates that there are approximately $27,478.72 of non-insider unsecured claims held by 13 creditors. Additionally, some or all of Class III and/or Class IV claims may be found to be unsecured (or under-secured), and therefore treated as Class V claimants. Accordingly, it is possible that Class V distributions could total as much as $135,000. Upon the resolution or payment of Class III and Class IV secured claims, all Quarterly Distributions will be paid to allowed unsecured claims on a pro-rata basis until all allowed claims are paid in full. It is estimated that the Debtor will pay all of its creditors in full within 42 months of the confirmation of its proposed Plan of Reorganization. Class I: (Statutory treatment). Class I consists of the proven and allowed secured claims of the Internal Revenue Service. The Debtor owes approximately $23,271.48 in prepetition 940/941 taxes to this creditor. The Debtor shall make Monthly Distributions to this creditor on these obligations until this creditor is paid in full. The Debtor shall pay this claim in full, plus interest at the statutory rate set forth in 26 U.S.C. 6621. It is estimated this claim will be paid in full within 25 months of the confirmation of the Debtor's proposed Plan of Reorganization. Class II: (Impaired) - Proven and allowed priority claims of Christine Hall, Joe Cassaly, Shawn Meents and Craig Zivolich for pre-petition payroll in the approximate aggregate amount of $13,644.98. The claims of Christine Hall, Joe Cassaly, Shawn Meents were paid pursuant to the Order approving the Debtor's Motion/Application to Pay (Nunc Pro Tunc) Pre-Petition Wages and Critical Vendors. Accordingly, only the insider wage claim of Craig Zivolich remains unpaid at this time. By virtue of Mr. Zivolich's status as an insider, he will defer distribution on his wage clam until other Class VII claims are paid. Class III: (Impaired). Class III consists of the proven and allowed disputed secured claim of MCA Fixed Payment LLC, dba Reliant Funding, in the amount of $66,794.50. The Debtor believes however, that the underlying agreement between the parties, which gives rise to this claim is so onerous, and has terms so unconscionable, so as to be not enforceable and is void as against public policy. Therefore, until the disputes revolving around this creditor's claim are resolved, the Debtor will pay into an escrow account any Plan payments which come due prior to final resolution of the claim disputes. To the extent that this creditor's secured claim is allowed by the Bankruptcy Court, and determined to be in first position, the Debtor will make Quarterly Distributions on this creditor's allowed secured claim until the allowed secured portion of this claim is paid in full. This Creditor shall retain its lien to the same validity, extent and priority that it enjoyed pre-petition, if any. Class IV: (Impaired). Class IV consists of the proven and allowed disputed secured claim of EBF Partners LLC dba Everest Business Funding in the amount of $41,537.80. The Debtor believes however, that the underlying agreement between the parties, which gives rise to this claim is so onerous, and has terms so unconscionable, so as to be not enforceable and is void as against public policy. Therefore, until the disputes revolving around this creditor's claim are resolved, the Debtor will pay into an escrow account any Plan payments which come due prior to final resolution of the claim disputes. To the extent that this creditor's secured claim is allowed by the Bankruptcy Court, the Debtor will make Quarterly Distributions on this creditor's allowed secured claim commencing with the resolution or satisfaction of the Class III secured claim, and payments will continue until the allowed secured portion of this claim is paid in full. This Creditor shall retain its lien to the same validity, extent and priority that it enjoyed pre-petition, if any. Class VI: (Impaired). Class VI consists of the proven and allowed insider claims. The Debtor estimates that there are approximately $7,117.18 of insider claims. The Debtor owes approximately $4,117.18 to Mr. Craig Zivolich for pre-petition payroll and $3,000.00 to Nick Zivolich for a prepetition loan. The claims of these Creditors will be subordinated to the other allowed unsecured claims, and the Debtor will not start repaying insider claims until all other allowed claims are paid in full. Class VI - consists of existing equity security holders. The Equity Security holders will retain their current interests in the reorganized Debtor. The Debtor proposes to fund its Plan of Reorganization from the revenue generated from future operations of the Debtor's business A full-text copy of the Disclosure Statement dated April 3, 2019, is available at http://tinyurl.com/yx92segcfrom PacerMonitor.com at no charge. Attorney for Debtor is Ann M. Allison, Esq., at Allison Law Group, in Temple Terrace, Florida. About American Technical Services American Technical Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-08783) on Oct. 12, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor tapped Palm Harbor Law Group as its legal counsel. AMYRIS INC: Receives Nasdaq Notice About Late Form 10-K Filing -------------------------------------------------------------- Amyris, Inc. reported that it has received a notice from Nasdaq stating that, as a result of not having timely filed its Annual Report on Form 10-K for the year ended Dec. 31, 2018, it is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financing reports with the Securities and Exchange Commission. The Nasdaq notice has no immediate effect on the listing or trading of Amyris's common stock on the Nasdaq Global Select Market. Under Nasdaq's listing rules, Amyris has 60 calendar days from the date of the letter to submit a plan to regain compliance. If the plan is accepted by Nasdaq, Amyris can be granted an exception of up to 180 calendar days from the original due date of the Form 10-K, or until Sept. 30, 2019, to regain compliance. Amyris expects to regain compliance within the timeline prescribed by Nasdaq. On March 19, 2019, Amyris filed a notification of inability to timely file Form 10-K on Form 12b-25 due to the Company's need for additional time to finalize the accounting for and disclosure of the significant transactions with Koninklijke DSM N.V. that closed in November 2018, and to complete its evaluation of internal control over financial reporting for 2018 and finalize related disclosures in the Form 10-K. Amyris said it is working diligently to complete and file its Form 10-K as quickly as possible. About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables it to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. AMYRIS INC: Secures $8-Mil. Credit Facility from Foris Ventures --------------------------------------------------------------- Amyris, Inc. entered into a credit agreement with Foris Ventures, LLC, an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder, and an owner of greater than five percent of the Company's outstanding common stock, to make available to the Company an unsecured credit facility in an aggregate principal amount of $8.0 million, which the Company borrowed in full on April 8, 2019 and issued to Foris a promissory note in the principal amount of $8.0 million. The Foris Note has a maturity date of Oct. 14, 2019. In connection with the entry into the Foris Credit Agreement and the issuance of the Foris Note, the Company agreed to pay Foris a fee of $1.0 million, payable on or prior to the maturity date of the Foris Note; provided, that such fee will be reduced to $0.5 million if the Company repays the Foris Note in full by July 15, 2019. The Foris Credit Agreement and Foris Note contain customary terms, provisions, representations and warranties, including certain events of default after which the Foris Note may be due and payable immediately. In addition, the Foris Note is subordinated in right of payment to certain outstanding indebtedness of the Company. Non-Reliance on Previously Issued Financial Statements On April 5, 2019, the Audit Committee of the Board of Directors of the Company, after consultation with management of the Company and KPMG LLP, the Company's independent registered public accounting firm, determined that the Company will restate its interim condensed consolidated financial statements for the quarterly and year-to-date periods ended March 31, 2018, June 30, 2018 and Sept. 30, 2018, included in the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018 and Sept. 30, 2018, respectively. Accordingly, investors should no longer rely upon the Company's previously released consolidated financial statements for the Non-Reliance Periods. In addition, investors should no longer rely upon earnings releases for these periods and other communications relating to these consolidated financial statements. During the preparation and audit of the Company's consolidated financial statements for Fiscal 2018, the Company concluded that (i) a material error was made related to the estimates for recognizing revenue for royalty payments under the Value Sharing Agreement, dated Dec. 28, 2017, as amended, between the Company and DSM under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, for the quarterly and year-to-date periods ended March 31, 2018 and June 30, 2018 and year-to-date period ended Sept. 30, 2018, (ii) material errors were made related to certain expenses that should have been identified and recorded as accrued liabilities in the fiscal quarter ended Sept. 30, 2018 and (iii) material errors were made related to certain foreign currency transaction gains that should have been identified and recorded as other income in the quarterly and year-to-date periods ended June 30, 2018 and Sept. 30, 2018. As a result, the Company anticipates that the restatement for these material errors and certain other matters will include a reduction in revenue and an increase in net loss for the Non-Reliance Periods as follows: approximately $4 million and $4 million, respectively, for the fiscal quarter ended March 31, 2018; approximately $8 million and $8 million, respectively, for the fiscal quarter ended June 30, 2018; approximately $1 million and $7 million, respectively, for the fiscal quarter ended Sept. 30, 2018; approximately $12 million and $11 million, respectively, for the six months ended June 30, 2018; and approximately $13 million and $18 million, respectively, for the nine months ended Sept. 30, 2018. The estimated impact to the financial statements of the errors could materially change based on further review and analysis of the Non-Reliance Periods, including the identification of additional material errors. The Company is in the process of finalizing its evaluation of internal control over financial reporting and expects to report material weaknesses in addition to the material weakness reported in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017. The Company has reached a conclusion that its system of internal control over financial reporting is not effective as of Dec. 31, 2018. On March 19, 2019, the Company filed a Notification of inability to timely file Form 10-K on Form 12b-25 due to the Company's need for additional time to finalize the accounting for and disclosure of the significant transactions with DSM that closed in November 2018, and to complete its evaluation of internal control over financial reporting for 2018 and finalize related disclosures in its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2018. Due to the time and effort required to complete such matters, the Company did not file the Form 10-K with the SEC on or before the fifteenth calendar day following the prescribed due date for the Form 10-K. In the process of completing the preparation and audit of the Fiscal 2018 consolidated financial statements to be included in the Form 10-K, the Company identified the material errors in its consolidated financial statements for the Non-Reliance Periods. The errors will be corrected in restated financial statements included in amendments to the Quarterly Reports on Form 10-Q for the Non-Reliance Periods. The Company is diligently pursuing completion of the restatement and intends to file the Amended Form 10-Qs and the Form 10-K as soon as reasonably practicable. As a result of the restatement by the Company of the financial statements, as well as other adjustments identified during the preparation and audit of the Company's consolidated financial statements for the fiscal year ended Dec. 31, 2018, the Company anticipates that its revenue and net income for Fiscal 2018, as compared to the financial results included in the Company's earnings release issued on March 18, 2019, will be reduced by approximately $12 million to $16 million and $7 million to $11 million, respectively. The estimated impact to the Fiscal 2018 financial results of the errors, as well as such other adjustments identified during the preparation and audit of the Company's Fiscal 2018 consolidated financial statements, could materially change based on further review and analysis of Fiscal 2018, including the identification of additional material errors. As previously disclosed in a footnote to the unaudited condensed consolidated statements of operations included in the Company's earnings release issued on March 18, 2019, during the fourth quarter of 2018 the Company entered into a series of agreements and amendments to existing agreements with a related party which were still being evaluated for accounting purposes. The Company stated that the final accounting treatment of these transactions may result in a material downward adjustment of the quarter and year-to-date 2018 licenses and royalties revenue amounts. These anticipated adjustments are the result of (i) evaluating the series of fourth quarter transactions and other transactions with Koninklijke DSM N.V. in 2018 as a combined arrangement, and (ii) determining the fair value of each element and adjusting the contractual values of each element to its allocated fair value. Notwithstanding the adjustments, the Company received $11.4 million in respect of the three month period ended March 31, 2018 under the Value Sharing Agreement, while payment in respect of the three month period ended June 30, 2018 under the Value Sharing Agreement remains pending resolution of a dispute regarding the sales data underlying the value share calculation. However, revenue for such periods has been reduced to reflect their respective fair values at the end of each period. About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. AMYRIS INC: Signs Fourth Amended LSA with GACP Finance ------------------------------------------------------ As previously reported, Amyris, Inc. is party to a Loan and Security Agreement, dated June 29, 2018, as subsequently amended, by and among the Company, certain of its subsidiaries and GACP Finance Co., LLC, as administrative agent and lender. On April 4, 2019, in connection with GACP granting certain consents and waivers under the LSA, the Company and GACP entered into a fourth amendment to the LSA, pursuant to which (i) effective Dec. 31, 2018, the conditions relating to a potential Maturity Date of Jan. 12, 2019 were eliminated, such that the loans under the LSA would have a maturity date of July 1, 2021, (ii) certain Company intellectual property was removed from the lien granted by the Company to GACP under the LSA, (iii) the Company's ability to obtain the Incremental Term Loan Facility (as defined in the Prior 8-K) was eliminated, (iv) the Company's reinvestment rights with respect to mandatory prepayments upon asset sales were eliminated, (v) the Company's ability to pay interest and principal on other indebtedness without the consent of GACP was restricted and (vi) the Company agreed to maintain at all times at least $15 million of unrestricted, unencumbered cash subject to a control agreement in favor of GACP. About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables it to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. AUCTION.COM HOLDING: S&P Alters Outlook to Stable, Affirms B- ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B-' issuer credit ratings on U.S. residential real estate asset disposition service provider Auction.com Holding Co. Inc. (formerly Decade Holding Co. Inc.) and its subsidiary Auction.com, LLC. S&P also affirmed its 'B-' issue-level rating on the company's first-lien credit facility and 'CCC' issue-level rating on its second-lien term loan. S&P's revision of the outlook to stable reflects Auction.com's improved operating performance over the past three quarters and its spin-off of Ten-X Commercial, which has led to lower leverage in the 5x area and better cash flow in 2018. On an organic basis, operating metrics have improved due to the recovery of the distressed real estate market since late 2017, when natural disasters limited market volumes. A key contributor to improved leverage is the spin-off of Ten-X Commercial, an unprofitable product line focused on distressed commercial real estate. However, in S&P's opinion, the loss of the business substantially reduces product diversity. S&P's stable outlook reflects its belief that lease-adjusted leverage will remain in the high-4x area over the next 12 months due to stable operating conditions for Auction.com after the spin-off of Ten-X Commercial and a recovery in the distressed real estate market since late 2017. The rating agency continues to expect relatively stable pricing and incrementally growing market share for this distressed residential real estate sales platform. "We could lower our ratings if the company exhibits sharp declines in revenue and cash flow generation due to unfavorable market conditions for the distressed residential real estate market such as natural disasters, regulatory changes, or supplier constraints. Under this scenario we could foresee fee compression, market share loss, or operational missteps such that FOCF is negative over the next 12 months. This scenario would lead us to believe the capital structure is unsustainable and a payment default may be likely," S&P said. "We could raise our rating if the company is able to increase market share and expand margins such that leverage declines to below 4.5x on a sustained basis. We would also require evidence of a prudent financial policy by the financial sponsor that prioritizes debt reduction over dividends to shareholders. This scenario would most likely require continued EBITDA growth through market share gains, stable pricing, and favorable cost management execution," S&P said. BACK DOOR: May 7 Hearing on Disclosure Statement ------------------------------------------------ The hearing to consider approval of the Disclosure Statement of The Back Door, LLC will be held in Courtroom 3, Customs House, 701 Broadway, Nashville, Tennessee 37203 on May 7, 2019 at 9:00 a.m. May 1, 2019 is fixed as the last day for filing and serving written Objections to the Disclosure Statement. Attorney for Debtors: Steven L. Lefkovitz, No. 5953 618 Church Street, Suite 410 Nashville, Tennessee 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com About The Back Door The Back Door, LLC is the fee simple owner of a real property located in Nashville, Tennessee, with an appraised value of $1.8 million. It describes its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Back Door sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-07836) on Nov. 21, 2018. At the time of the filing, the Debtor disclosed $1.8 million in assets and $668,995 in liabilities. The case is assigned to Judge Marian F. Harrison. The Debtor tapped Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz as its legal counsel. BALLANTYNE BRANDS: Cash Collateral Use Continued to April 9 ----------------------------------------------------------- The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina entered an interim order authorizing Ballantyne Brands, LLC and its affiliate use of cash collateral in the ordinary course of business through the date of the Final Hearing for the expenses specified in the budget. A final hearing on the use of Cash Collateral will be held on April 9, 2019 at 9:30 a.m. The Debtor may use cash collateral only for ordinary and necessary business expenses consistent with the specific items and amounts contained in the attached budget. The Debtor may vary from the Budget by 10% per line item on a cumulative basis (excluding the Fontem IP Licensing line item, to which the 10% variance has no application). The Debtor believes DSC Services II, LLC may have an interest in its cash, accounts receivable, and the proceeds thereof, which may be used by the Debtor in accordance with this interim order. DSC is granted valid, attached, choate, enforceable, perfected and continuing security interests in, and liens upon post-petition assets of the Debtor of the same character and type actually used, to the same extent and validity as the liens and encumbrances of DSC attached to the Debtor's assets pre-petition. But under no circumstances will DSC have a security interest or lien in any avoidance actions of the Debtor under Chapter 5 of the Bankruptcy Code or their proceeds. DSC's security interests in, and liens upon, the Post-Petition Collateral will have the same validity and priority as existed between DSC, the Debtor, and all other creditors or claimants against the Debtor's estate on the Petition Date. The Court also approved the Legal Fees Carve-Out of $70,000 for the payment of allowed fees and expenses incurred by the Debtor's professionals during its Chapter 11 case. Further, with respect to the Fontem IP Licensing line item in the Budget, the Debtor will deposit the budgeted amount of $23,100 per month into the trust account of the Debtor's counsel. A copy of the Interim Order is available at http://bankrupt.com/misc/ncwb19-30083-56.pdf About Ballantyne Brands Ballantyne Brands -- https://www.misticecigs.com/ -- manufactures electronic cigarette under the brand Mistic. Ballantyne Brands LLC, a Delaware limited liability company, and Ballantyne Brands LLC, a North Carolina limited liability company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 19-30083 and 19-30084) on Jan. 18, 2019. At the time of the filing, Ballantyne Brands disclosed $189,222 in assets and $16,613,740 in liabilities. Meanwhile, the company's North Carolina affiliate reported zero assets and liabilities of $1,586,511. The cases are assigned to Judge Craig J. Whitley. Moon Wright & Houston, PLLC is the Debtors' legal counsel. BEAVEX HOLDING: TForce-Led Sale Process Approved ------------------------------------------------ Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Beavex Holding Corp., and its debtor-affiliates in connection with the sale of substantially all assets to Force Final Mile, LLC, TForce Final Mile West, LLC and TForce Logistics, LLC for $7.2 million, plus assumption of certain liabilities, subject to overbid. The Debtors are authorized to proceed with the Sale in accordance with the Bidding Procedures and are authorized to take any and all actions necessary or appropriate to implement the Bidding Procedures in accordance with the following timeline: a. Deadline to Serve Sale Notice and Cure Notice - March 15, 2019 b. Cure Objection Deadline and Assignment Objection Deadline - March 29, 2019 at 4:00 p.m. (ET) c. Letter of Intent Deadline (submission of a Letter of Intent is optional for Potential Bidders) - March 28, 2019 at 4:00 p.m. (ET) d. Bid Deadline - April 8, 2019 at 4:00 p.m. (ET) e. Sale Objection Deadline - April 9, 2019 at 4:00 p.m. (ET) f. Deadline to Notify Qualified Bidders - April 9, 2019, at 4:00 p.m. (ET) g. Auction (if required) - April 10, 2019 at 10:00 a.m. (ET) h. Notice of Successful Bidder - April 11, 2019 at 4:00 p.m. (ET) i. Sale Reply Deadline - April 12, 2019 at 12:00 p.m. (ET) j. Sale Hearing - April 16, 2019 at 10:00 a.m. (ET) The Bid Protections, comprised of (i) a $180,000 Break-Up Fee and (ii) an Expense Reimbursement in an amount no greater than $150,000 (which Expense Reimbursement will be supported by reasonable documentation), are approved and the Debtors are authorized to pay amounts due in connection with the Bid Protections when and as set forth in the APA as administrative claims of the estate. Any amounts due in connection with the Bid Protections payable pursuant to the terms of the APA will be payable without any further order of the Bankruptcy Court following the closing of a successful overbid. The Debtors are authorized to conduct an Auction if they receive one or more Qualified Bids in addition to the APA. The Auction, if necessary, will be held at 10:00 a.m. (ET) on April 10, 2019, at the offices of Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington, Delaware 19801, or such other location as will be timely communicated to all Qualified Bidders. If no other Qualifying Bid is received, no Auction will be necessary and the Debtors are authorized to cancel the Auction, provided, that the Debtors will file a notice of cancellation of the Auction. The Debtors will file a notice of the Successful Bidder(s) and Back-up Bidder(s) (if any) on or before one (1) business day after the conclusion of the Auction. Each Qualified Bidder will be required to keep its bid open and irrevocable until the earlier of (i) 5:00 p.m. (ET) on the date that is 45 days following entry of the Sale Order or (ii) the closing of the Sale with the Successful Bidder. The Sale Hearing will be held on April 16, 2019 at 10:00 a.m. (ET). On March 15, 2019, the Debtors will serve (i) a copy of the Sale Notice and the Order on all Sale Notice Parties; and (ii) the Cure Notice upon each counterparty to each Executory Contract and Unexpired Lease. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, 9014 or otherwise, the terms and conditions of the Order will be immediately effective and enforceable. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/BeavEx_Holding_151_Order.pdf About Beavex Holding Corporation Founded in 1989, BeavEx Incorporated -- https://beavex.com/ -- and its affiliates are providers of ground and air transportation, warehousing and courier services, providing "last mile" delivery services, often consisting of controlled substances or otherwise highly sensitive materials to over 800 customers nationwide. The Company is headquartered in Atlanta, Georgia and employ 369 people. BeavEx Holding Corporation and four of its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-10316) on Feb. 18, 2019. In the petitions signed by CRO Donald Van der Wiel, BeavEx estimated $10 million to $50 million in assets and $50 million to $100 million in estimated liabilities. The Hon. Laurie Selber Silverstein over the cases. Young Conaway Stargatt & Taylor, LLP serves as counsel to the Debtors. Stretto acts as claims and noticing agent. Donald Van der Wiel of S3 Advisors, LLC, is serving as the Debtors' CRO. BORDEAUX FARMS: Seeks to Hire Stephen E. Dunn as Attorney --------------------------------------------------------- Bordeaux Farms, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Virginia to employ Stephen E. Dunn, PLLC, as attorney to the Debtors. Bordeaux Farms requires Stephen E. Dunn to: a. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved and the preparation and objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor, as debtor-in-possession, all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtor's estate; c. negotiate and prepare on behalf of the Debtor a plan of reorganization and all related documents; and d. perform all other necessary legal services in connection with the prosecution of the Chapter 11 bankruptcy case. Stephen E. Dunn will be paid at these hourly rates: Attorneys $350 Paraprofessionals $150 The Debtor paid Stephen E. Dunn an advance fee of $35,000, inclusive of the two filing fee of $3,434. Stephen E. Dunn will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen E. Dunn, a partner at Stephen E. Dunn, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stephen E. Dunn can be reached at: Stephen E. Dunn, Esq. STEPHEN E. DUNN, PLLC 201 Enterprise Drive, Suite A Forest, VA 24551 Tel: (434) 385-4850 Fax: (434) 385-8868 E-mail: stephen@stephendunn-llc.com About Bordeaux Farms Bordeaux Farms, LLC, based in Madison, VA, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-60607) on March 20, 2019. In the petition signed by Charles D. Warren, Jr., sole member, the Debtor disclosed $1,116,800 in assets and $300,000 in liabilities. The Hon. Rebecca B. Connelly oversees the case. Stephen E. Dunn, Esq., at Stephen E. Dunn, PLLC, serves as bankruptcy counsel. BRINGING GOD'S WORD: May 29 Plan Confirmation Hearing ----------------------------------------------------- The disclosure statement explaining the plan of reorganization filed by Bringing God's Word to Life Ministries is conditionally approved. May 29, 2019 at 2:00 PM is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. May 22, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. May 22, 2019 is fixed as the last day for filing written acceptances or rejections of the plan. About Bringing God's Word to Life Ministries Bringing God's Word to Life Ministries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-30708) on Feb. 14, 2018, listing under $1 million in both assets and liabilities. Judge Kevin R. Huennekens presides over the case. Todd Madison Ritter, Esq. at Daniels Williams Tuck & Ritter represents the Debtor as counsel. BRONCS INC: U.S. Trustee Forms 7-Member Committee ------------------------------------------------- The Office of the U.S. Trustee on April 9 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Broncs, Inc. and WesCoast Textiles, Inc. The committee members are: (1) Neman Brother & Associates, Inc. Yoel Neman 1525 S. Broadway Street Los Angeles, CA 90015 Phone: (213) 765-0100 (2) Orange County Sanitation District Wally Ritchie 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Phone: (714) 962-2411 (3) United Fabricare Supply, Inc. Lloyd Y. Moromisato 1237 W. Walnut St. Compton, CA 90220 Phone: (310) 537-2096 (4) Fi-Tech Inc. Richard W. Williamson 2400 Parl Way Midlothian, VA 23112 Phone: (804) 794-9615 (5) L.A. Supply Co. LLC Steve Chun 13700 E. Rosecrans Avenue Santa Fe Springs, CA 90670 Phone: (562) 631-6593 (6) Dyechem Supplies Daniel Park 14733 Garfield Avenue Paramount, CA 90723 Phone: (562) 833-5299 (7) Pacific Sourcing Group Sam Farmanara 517 Ferguson Drive Commerce, CA 90022 Phone: (310) 739-5640 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Broncs Inc. Broncs, Inc. develops fabrics that suite its customer needs while WesCoast Textiles, Inc. specializes in knitting, dyeing, and fabric finishing. Codi Sheridan, Inc. and its subsidiaries are textile manufacture located in Garden Grove, California. Broncs, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 19-10941) on March 18, 2019. At the time of the filing, the Debtors disclosed that they had estimated assets and liabilities as follows: Estimated Assets Estimated Liabilities ---------------- --------------------- Broncs, Inc. $1-mil. to $10-mil. $10-mil. to $50-mil. WesCoast Textiles $1-mil. to $10-mil. $1-mil. to $10-mil. Codi Sheridan $500,000 to $1-mil. $500,000 to $1-mil. The cases have been assigned to Judge Catherine E. Bauer. The Debtors tapped Zolkin Talerico LLP as bankruptcy counsel; Force Ten Partners, LLC as financial advisor; and Donlin Recano as claims and noticing agent. BUCK SPRINGS: Court Confirms Chapter 11 Reorganization Plan ----------------------------------------------------------- The Bankruptcy Court has confirmed the joint plan of reorganization filed by Buck Springs, Inc., and Alma Aline Shellhammer and granted final approval of the disclosure statement explaining the Plan. The corporate Debtor, Buck Springs, Inc., is discharged from each debt or claim that arose against Buck Springs, Inc., prior to the date of this Order. The individual Debtor, Alma Aline Shellhammer, will be discharged only upon completion of all payments under the Plan. The Debtors shall pay all post-petition ad valorem tax liabilities (tax year 2019 and subsequent tax years) owing to Jasper County in the ordinary course of business as such taxes come due and prior to any deadline that would render said ad valorem taxes delinquent. The claims of MMWC as filed are allowed as general unsecured claims against the estates of Buck Springs, Inc. and Alma Aline Shellhammer, respectively, and shall be paid as set forth and agreed to herein and in the Plan. Buck Springs, Inc., shall make monthly distributions in an amount not less than $2,000.00 per month to MMWC as holder of two allowed general unsecured claims against the Debtors beginning on the 30th calendar day after the Effective Date of the Plan and continuing the same day of each subsequent month thereafter until the two allowed general unsecured claims of MMWC shall have been paid in full. The Debtors shall remain jointly and severally liable for payment of the allowed general unsecured claims of MMWC and all terms and conditions of the loan documentation evidencing the allowed unsecured claims of MMWC shall remain fully in force and in effect unless specifically modified in the Plan or this Confirmation Order. Notwithstanding anything to the contrary in the Plan or this Confirmation Order, the Debtors agree that Plan Article XVIII "Default" shall be modified such that: A. if Debtors fail to timely pay any of the payments to creditors contemplated to be made under the terms of the Plan as confirmed in this Confirmation Order, any affected creditor shall provide written notice of such default to the Debtors and Debtors' attorney by certified, United States mail, return receipt requested, to the addresses listed on the docket in the above styled and numbered case; B. if Debtors fail to comply with any of the other terms of the Plan as confirmed in this Confirmation Order, any affected creditor shall provide written notice of such default to the Debtors and Debtors' attorney by certified, United States mail, return receipt requested, to the addresses listed on the docket in the above styled and numbered case; C. if the Debtors fail to cure any such noticed default within twenty (20) days from the date of any such notice, then such creditor may proceed to invoke all available state law remedies to collect any unpaid indebtedness owed to it under the confirmed Plan without further notice, hearing, or order of the Court. Upon the occurrence of any default described in this paragraph, the Debtors shall be allowed only two (2) opportunities to cure such default noticed by a creditor. Upon any third (3rd) incidence of default, the right of such creditor to invoke collection remedies under state law shall be activated without further notice, hearing, or order of the Court. The Class 8 General Unsecured Claim of Robert D. Garrison shall be modified such that this class will be paid $50,000.00 to be paid in monthly installments of $835.00 beginning 30 days from the Effective Date, and paid over a period of 60 months. Attorneys for the Debtors is Tagnia F. Clark, Esq., at Maida Clark Law Firm, P.C., in Beaumont, Texas. About Buck Springs Buck Springs, Inc. is a grocery company located in Jasper, Texas. Buck Springs sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-10059) on Feb. 21 2018. In its petition signed by Robert Lee Shellhammer, president, the Debtor estimated assets and liabilities of less than $500,000. Judge Bill Parker presides over the case. Maida Clark Law Firm, P.C., is the Debtor's legal counsel. BUEHLER INC: Sale of Save-A-Lot Grocery Stores Assets to Moran OK'd ------------------------------------------------------------------- Judge Basil H. Lorch III of the U.S. Bankruptcy Court for the Southern District of Indiana authorized (a) the private sale of assets by Buehler, Inc. and its debtor-affiliates which they used in the operation of six Save-A-Lot branded grocery stores in Indiana and Kentucky, which stores are located at (i) New Albany, Indiana, (ii) Salem, Indiana, (iii) North Vernon, Indiana, (iv) Washington, Indiana, (v) Columbus, Indiana, and (vi) Louisville, Kentucky; and (b) their assumption and assignment of certain executory contracts and unexpired leases to Moran Foods, LLC, doing business as Save-A-Lot, for (i) assumption of the Assumed Liabilities up to the Cure Cap and the PTO Cap, plus (ii) cash equal to the mutually agreed upon value of the non-Buyer inventory customarily sold by Buyer and located at each Grocery Store (calculated based on a mutually agreeable value mechanism), plus (iii) cash equal to the Buyer inventory originally supplied by the Buyer located at each Grocery Store based upon the mutually agreed upon value, provided however, in lieu of cash, Buyer may apply a dollar-for-dollar credit towards the purchase of the Buyer inventory originally supplied by Buyer based upon a waiver of the Buyer's unpaid administrative expense claim as of the Closing Date. The Sale Hearing was conducted on March 19, 2019. The sale is free and clear of all Claims and Encumbrances (other than Permitted Encumbrances and Assumed Liabilities). The automatic stay imposed by section 362 of the Bankruptcy Code is modified solely and exclusively to the extent necessary to implement the preceding sentence and the other provisions of the Sale Approval Order. Notwithstanding anything to the contrary in the Sale Approval Order, no Assumed Contract will be assumed and assigned to Moran until the Closing. Notwithstanding anything to the contrary in the Notice to Counterparties to Executory Contracts and Unexpired Leases of the Debtors that May Be Assumed and Assigned, the Cure Amount for Daniel G. Kamin Eastbrook Enterprises, landlord for the Columbus, IN Store, is $45,000, and the Cure Amount for Cane Run Shopping Center, LLC, landlord for the Louisville, KY Store, is $36,239. The Cure Amount for Joan Gallo, landlord for the North Vernon, IN Store, is $19,283. Moran will not pay (i) Cure Amounts in excess of the Cure Cap or (ii) Employee PTO in excess of the PTO Cap. No later than two Business Days following the Closing Date, the Debtors will pay, (a) from the Purchase Price received by the Debtors pursuant to Section Error! Reference source not found of the Asset Purchase Agreement, the Cure Amounts to the contract counterparties to the Assumed Contracts and the Employee PTO to the employees of the Business; and (b) any Cure Amounts to the contract counterparties to the Assumed Contracts in excess of the Cure Cap. Effective upon entry of the Sale Order, the License Agreements will be deemed terminated. The Debtors may pre-pay certain personal property taxes payable to Daviess County, Salem City, or other taxing authorities to the extent necessary to facilitate the Closing. Notwithstanding the Debtors' pre-payment thereof, the Debtors' and Moran's obligations concerning any such pre-paid personal property taxes will be determined in accordance with 7.7 of the Asset Purchase Agreement, and Moran will reimburse the Debtors for its prorated share of any such pre-paid personal property taxes. To the extent that there is no Closing, Moran will have no obligation under this paragraph. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the effectiveness of the Sale Approval Order will not be stayed for 14 days after entry on the docket and will be effective and enforceable immediately upon such entry. Moran and the Debtors are authorized to consummate the Sale and cause the Closing to occur as promptly as is practicable following the entry of the Sale Approval Order. About Buehler, Inc. Buehler, Inc., et al., are Indiana companies with their principal place of business in Jasper, Indiana. They operate a chain of 15 grocery stores located in Indiana, Kentucky and Illinois. Buehler, Inc., based in Jasper, IN, and affiliates sought Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 18-71145) on Oct. 17, 2018. In the petition signed by CEO David Buehler, debtor Buehler, Inc., estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Buehler, LLC, estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Hon. Basil H. Lorch III oversees the case. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, serves as bankruptcy counsel. BV RESTAURANT: Seeks Authority to Use MNDOR Cash Collateral ----------------------------------------------------------- BV Restaurant, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to use of cash collateral to meet the ordinary expenses of operating its business in accordance with the budget and cash flow projections. The Debtor's pre-bankruptcy assets and the cash collateral are subject to a disputed state tax lien in favor of the Minnesota Department of Revenue. MNDOR is the only creditor with an interest in cash collateral. As a result, the Debtor proposes to use cash collateral to pay essential operating expenses and grant a replacement lien in the Debtor's assets to the MNDOR, which replacement lien would have the same priority, dignity and effect as the pre-petition lien held by said creditor, all pending the final hearing on the Debtor's Cash Collateral Motion. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/mnb19-30675-6.pdf About BV Restaurant Based in Saint Paul, Minnesota, BV Restaurant, Inc., doing business as Cheng Heng Restaurant, specializes in traditional Cambodian cuisine as well as Chinese classics. It conducts business under the name Cheng Heng Restaurant. BV Restaurant filed a voluntary chapter 11 petition (Bankr. D. Minn. Case No. 19-30675) on March 14, 2019. The Debtor tapped Steven Nosek, Esq., and Yvonne Doose, Esq., as bankruptcy attorneys. CADVOC REALTY: Seeks to Hire Sanchez Garrison as Attorney --------------------------------------------------------- Cadvoc Realty Management, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Sanchez Garrison & Associates, LLP, as attorney to the Debtor. Cadvoc Realty requires Sanchez Garrison to: (a) advise the Debtor of its rights, powers and duties as a Debtor; (b) advise the Debtor concerning, and assisting in the negotiation and documentation of financing agreements, debt re-structuring and related transactions; (c) represent the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under 362(a) of the Bankruptcy Code; (d) review the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; (e) advise the Debtor concerning the actions that it might take to collect and recover property for the benefit of the Debtor's estate; (f) prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules and other documents, and reviewing all financial and other reports to be filed in this bankruptcy proceeding; (g) advise the Debtor concerning, and prepare responses to applications, motions, pleadings, notices and other papers that may be filed and served in this bankruptcy proceeding; (h) counsel the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization or liquidation and related documents; and (i) perform all other legal services it is qualified to handle for and on behalf of the Debtor that may be necessary or appropriate in the administration of this bankruptcy proceeding. Sanchez Garrison will be paid at the hourly rate of $250. Prior to the filing of this Petition, the Debtor paid Sanchez Garrison paid a retainer of $7,000 in advance of filing for legal services. Sanchez Garrison received $2,000 on February 13, 2018; $1,717 on February 20, 2019; $3,500 on March 14, 2019; and $1,500 on March 18, 2019 from the Debtor for work on preparation of the Debtor's Chapter 11 petition. Sanchez Garrison applied $1,717 toward payment of the Debtor's filing fee. Sanchez Garrison presently has a retainer of $5,000 in its escrow account. Sanchez Garrison will also be reimbursed for reasonable out-of-pocket expenses incurred. Alexander Sanchez, a partner at Sanchez Garrison & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sanchez Garrison can be reached at: Alexander Sanchez, Esq. SANCHEZ GARRISON & ASSOCIATES, LLP 341 N. Charles Street, Suite 404 Baltimore, MD 21201 Tel: (410) 734-2200 About Cadvoc Realty Management Cadvoc Realty Management, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 19-12114) on Feb. 20, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Alexander Sanchez, at Sanchez Garrison & Associates, LLP. CAMBER ENERGY: Hikes Authorized Common Shares to 250 Million ------------------------------------------------------------ Effective on April 10, 2019, Camber Energy, Inc. filed with the Secretary of State of Nevada a Certificate of Amendment to the Company's Articles of Incorporation to increase the number of the Company's authorized shares of common stock, $0.001 per value per share, from 20,000,000 shares to 250,000,000 shares. The Amendment was previously approved by the Company's stockholders at the 2019 annual meeting of stockholders held on Feb. 19, 2019. As of April 10, 2019, the Company had 19,986,608 outstanding shares of common stock. About Camber Energy Based in San Antonio, Texas, Camber Energy (NYSE American: CEI) -- www.camber.energy -- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. Camber Energy reported a net loss of $24.77 million for the year ended March 31, 2018, compared to a net loss of $89.12 million for the year ended March 31, 2017. As of Dec. 31, 2018, Camber Energy had $10.10 million in total assets, $2.48 million in total liabilities, and $7.62 million in total stockholders' equity. GBH CPAs, PC's audit opinion included in the company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company has incurred significant losses from operations and had a working capital deficit as of March 31, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. CAROL ROSE: Sale Proceeds to Fund Unsecured Creditors' Payment -------------------------------------------------------------- Carol Rose, Inc. and Carol Alison Ramsay Rose filed an amended Chapter 11 Plan and accompanying disclosure statement. Class 8, consisting of General Unsecured Claims, are impaired. Each Holder of such Claim shall be paid its Pro Rata Share from the Net Sale Proceeds and if necessary the Other Rose Property and Other Rose Inc. Property, on the Distribution Date. The Allowed Claims in Class 8 shall receive simple interest upon such Allowed Claim from the Petition Date to the Effective Date at the lower of (i) the applicable federal rate employed under Section 726(b)(5) of the Bankruptcy Code and (ii) such rate as is established by a Final Order, and shall receive simple interest upon such Allowed Claim from the Effective Date until such Allowed Claim is paid in full at the lower of (i) the rate imposed by Final Order and (ii) five percent (5%). Class 2, consisting of the Americredit Financial Services, Inc., d/b/a GM Financial Secured Claim (Collateral: 2017 Cadillac Escalade vehicle), are impaired. The Holder of the Class 2 Claim shall retain its lien and receive a promissory note from Rose Inc., that is guaranteed by Rose in the amount of the principal balance of the Class 2 Claim as of the Effective Date. The Class 2 Note shall be payable in equal monthly installments with an annual simple interest rate of 5.5% over a five (5) year payment term, with the first payment becoming due on the first day of the first full month following the Effective Date. Class 3, consisting of the 21st Mortgage Corp. Secured Claim (Collateral: manufactured home), are impaired. The Holder of the Class 3 Claim shall retain its lien and receive a promissory note from Rose Inc., that is guaranteed by Rose in the amount of the principal balance of the Class 3 Claim as of the Effective Date. The Class 3 Note shall be payable in equal monthly installments with an annual simple interest rate of 5.5% over a five (5) year payment term, with the first payment becoming due on the first day of the first full month following the Effective Date. Class 4, consisting of the Wells Fargo Financial National Bank Secured Claim (Collateral: Various Items Purchased from Mattress Firm), are impaired. The Holder of the Class 4 Claim shall retain its lien and receive a promissory note from Rose Inc., that is guaranteed by Rose in the amount of the principal balance of the Class 4 Claim as of the Effective Date. The Class 4 Note shall be payable in equal monthly installments with an annual simple interest rate of 5.5% over a five (5) year payment term, with the first payment becoming due on the first day of the first full month following the Effective Date. Class 5, consisting of the Aaron Unsecured Claim, are impaired. Each Holder of such Claim shall be paid its Pro Rata Share from the Net Sale Proceeds and if necessary the Other Rose Property and Other Rose Inc. Property, on the Distribution Date up to the full amount of such Allowed Claim. Class 6, consisting of the Weston Unsecured Claim, are impaired. Each Holder of such Claim shall be paid its Pro Rata Share up to the full amount of the claim, including accrued interest, attorneys' fees and costs should the non-dischargeability of the Weston Unsecured Claim be upheld by the Appeal, from the Net Sale Proceeds and if necessary the Other Rose Property and Other Rose Inc. Property, on the Distribution Date. In the event a subsequent Final Order upholds Rose's liability to Weston on the basis of non-dischargeability, the Allowed Class 6 Claim shall be excepted from discharge. Class 7, consisting of the Rose Unsecured Claim, are impaired. On the Effective Date, the Rose Unsecured Claim shall be deemed subordinated to Allowed Claims in classes 5, 6, and 8. The Disbursing Agent shall make payment upon the Class 7 Rose Unsecured Claim from the Net Sale Proceeds of the Sale of the Real Property and Personal Property and if necessary the Other Rose Inc. Property, up to the full amount of such claim within ten (10) days after payment in full of all other Allowed Claims. Class 9, consisting of the Equity Interests, are impaired. The Holders of Class 9 Equity Interests shall retain their Equity Interests but shall receive no distributions on account thereof until all Allowed Claims in all Classes have been paid in full. All Cash necessary to make distributions under this Plan shall be obtained from the Net Sale Proceeds. In the event the Net Sale Proceeds are insufficient to pay in full the Allowed Claims the Reorganized Debtors shall add to the Net Sale Proceeds an amount equal to the remaining amount of the Allowed Claims unsatisfied by the Net Sale Proceeds, as follows: First, from the proceeds of the Retained Actions; second, from the proceeds currently held by and in the Elizabeth W. McCabe Revocable Trust for the benefit of Rose; third, from Disposable Income from the sale of horse semen; and fourth, from the liquidation of such Other Rose Property and Rose Inc. Property as is necessary to pay Allowed Claims in full. A full-text copy of the First Amended Joint Disclosure Statement dated April 3, 2019, is available at http://tinyurl.com/yxfl7t72 from PacerMonitor.com at no charge. Attorneys for Carol Rose, Individually, are Louis M. Phillips, Esq., and Amelia L. Bueche, Esq., at Kelly Hart & Pitre LLP, in Baton Rouge, Louisiana; and Katherine T. Hopkins, Esq., in Fort Worth, Texas. Attorneys for Carol Rose, Inc., are Marcus A. Helt, Esq., and C. Ashley Ellis, Esq., at Foley Gardere and Foley & Lardner LLP, in Dallas, Texas. About Carol Rose Carol Rose, Inc. -- http://www.carolrose.com/-- owns a horse breeding facility in Gainesville, Texas. It provides on-site breeding, cooled semen, embryo transfer, mare care and maintenance and foaling services. It is owned by Carol Rose, a National Reined Cow Horse Association (NRCHA) and National Reining Horse Association (NRHA) breeder. Ms. Rose is the sole director and shareholder of the Debtor. Carol Rose, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19, 2017. In the petition signed by owner Carol Rose, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Brenda T. Rhoades presides over the case. Gardere Wynne Sewell LLP is the Debtor's bankruptcy counsel. The Debtor tapped Kelly Hart & Hallman LLP/Kelly Hart & Pitre as its special counsel. CASA SYSTEMS: S&P Cuts ICR to 'B+'; Outlook Negative ---------------------------------------------------- S&P Global Ratings downgraded Casa Systems, an Andover, Mass.-based vendor of hardware and software solutions primarily to cable broadband multi-system operators (MSOs), to 'B+' from 'BB-'. S&P also removed its ratings on Casa from CreditWatch, where it placed them with negative implications on March 1, 2019. It also lowered its issue-level rating to 'B+' from 'BB-' on Casa's first-lien debt. The recovery rating is unchanged at '3'. The rating action reflects S&P's view that based on management's fiscal 2019 public guidance for stand-alone Casa, and additional discussions with management regarding the impact of the pending acquisition of NetComm Wireless (expected close June 2019), the rating agency now expects leverage to be in excess of 4x over the next 12 to 24 months. "The negative outlook reflects the potential for a lower rating over the next 12 months if, in light of 2018 performance, revenues decline more than we currently expect. This could occur if MSOs recent purchases of hardware and software solutions provide enough network expansion to forego additional purchases in 2019," S&P said. In addition, S&P could lower the rating should the company's planned acceleration of R&D expenses in its wireless segment lead to cost overruns, which could lead to EBITDA declining below the rating agency's base case scenario. "We could lower our rating if Casa performs below both management's guidance and our base case scenario, a possibility given the inherent difficulty in predicting industry adoptions of next generation technology, causing leverage to rise above 5x," S&P said. "We could stabilize the rating if management is able to develop a track history of executing to guidance, or if we see an emerging trend of wider DAA technology adoption and traction in Casa's wireless segment, such that we believe EBITDA generation and our resulting leverage calculation have become relatively more stable and less subject to volatility from its hardware segment," the rating agency said. In addition, S&P could stabilize the rating should management commit and execute to a more conservative financial policy, choosing to prioritize debt repayment over SBB over the near term. CEC ENTERTAINMENT: Moody's Puts B3 CFR Under Review for Upgrade --------------------------------------------------------------- Moody's Investors Service placed the ratings of CEC Entertainment, Inc. under review for upgrade. Ratings placed under review include the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, the B2 rated senior secured revolver and term loan B, and the Caa2 rated senior unsecured notes. The SGL-2 Speculative Grade Liquidity Rating remains unchanged. This rating action follows the announcement that CEC Entertainment, Inc., along with its parent company Queso Holdings, Inc., have entered into a definitive business combination agreement with Leo Holdings Corporation, a publicly traded special purpose acquisition company. CEC will become a publicly traded company upon close of the transaction. Additionally, it is expected that concurrent with the closing of the transaction that $200 million of cash held at Leo Holdings and $100 million of new private placement equity proceeds will be used to de-leverage the company's capital structure and pay related expenses. Moody's review will focus on the impact of the planned de-leveraging associated with this transaction on CEC's capital structure and credit metrics going forward. The review will also consider the company's financial policy as well as the expectation for financial performance improvement and same store sales growth, as well as opportunities the company will have to continue to reinvest in the business. Completion of the transaction is subject to Leo shareholder approval and other customary closing conditions. The deal is expected to close in the second quarter 2019. On Review for Upgrade: Issuer: CEC Entertainment, Inc. Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Corporate Family Rating, Placed on Review for Upgrade, currently B3 Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently B2 (LGD3) Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa2 (LGD5) Outlook Actions: Issuer: CEC Entertainment, Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE CEC Entertainment is constrained by its high leverage and weak coverage, with debt/EBITDA near 7.0x and EBIT/interest expense around 1.0x, driven in part by the debt financed leveraged buyout by funds affiliated with Apollo in February 2014. The ratings also incorporate the company's high seasonality of earnings in the first quarter and store concentration in California, Texas and Florida. While competition and increasing labor costs remain a headwind, the company's guest experience and technology investments, such as PlayPass, have led to an improving same store sales trend. The rating also reflects its expectation that credit metrics will modestly improve over the next 12 to 18 months as the company uses its free cash flow to remodel existing store locations as well as open new locations. The ratings are supported by CEC's meaningful scale, its good EBITDA margins relative to similarly rated peers, high level of brand awareness, and good liquidity profile. Factors that could result in a downgrade include a deterioration in liquidity for any reason or same store sales trends weaken. A further deterioration in credit metrics from current levels could also result in a downgrade. Factors that could result in an upgrade include a sustained improvement in earnings driven by positive operating trends and lower costs. Specifically, an upgrade would require EBIT coverage of interest expense above 1.5 times and debt to EBITDA of under 6.0 times on a sustained basis. A higher rating would also require good liquidity. CEC Entertainment, Inc., headquartered in Irving, Texas, owns, operates, and franchises a total of 606 Chuck E. Cheese stores and 142 Peter Piper Pizza locations that provide family-oriented dining and entertainment. CEC is wholly owned by an affiliate of Apollo Global Management, LLC. Revenue for the last twelve month period ended 12/30/2018 (including franchise fees and royalties) was approximately $900 million. CEC ENTERTAINMENT: S&P Puts B- ICR on Watch Pos. on Proposed Merger ------------------------------------------------------------------- S&P Global Ratings placed its ratings on CEC Entertainment Inc., including the 'B-' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement reflects potential deleveraging following the proposed business combination and good reported preliminary first-quarter results. Queso Holdings Inc. and Leo Holdings Corp. will merge and form a new holding company, Chuck E. Cheese Brands Inc. S&P expects cash on Leo's balance sheet and additional raised proceeds from other investors (totaling up to $300 million) will primarily be used to repay CEC's $255 million of senior notes and pay related fees. S&P estimates adjusted debt to EBITDA would decline to less than 6x from 7x at transaction close. In addition to the proposed merger and debt repayment, management released preliminary operating performance data for the company's fiscal first quarter of 2019. The company had good same-store sales comparisons in the quarter (7.7%, exceeding S&P's expectations) from a year earlier while maintaining above average profitability. S&P expects to resolve the CreditWatch placement when the transaction closes and believe any upgrade would be limited to one notch. The rating agency's review will consider debt repayment, plans for refinancing other upcoming maturities, and operating trends. CELESTIAL CHURCH: Hires Charles M. Maynard as Attorney ------------------------------------------------------ Celestial Church of Christ seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ the Law Offices of Charles M. Maynard, L.L.C., as attorney to the Debtor. Celestial Church requires Charles M. Maynard to: a. give the Debtor legal advice with respect to its powers and duties as Debtors-in-Possession; b. prepare, as necessary, applications, answers, orders, reports, and other legal papers filed by the Debtor; c. prepare a Disclosure Statement and Plan of Reorganization; and d. perform all other legal services for the Debtor, which may be necessary herein. Charles M. Maynard will be paid at these hourly rates: Partners $350 Associates $250 Paralegals $100 Charles M. Maynard will be paid a retainer in the amount of $5,000. Charles M. Maynard will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles M. Maynard, partner of the Law Offices of Charles M. Maynard, L.L.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Charles M. Maynard can be reached at: Charles M. Maynard, Esq. LAW OFFICE OF CHARLES M. MAYNARD, L.L.C. 200-A Monroe Street, Suite #115 Rockville, MD 20850 Tel: (301) 294-6003 Fax: (301) 294-6004 About Celestial Church of Christ Celestial Church of Christ "Luli Parish", based in Capital Heights, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-13690) on March 20, 2019. The Hon. Lori S. Simpson presides over the case. Charles M. Maynard, Esq., at the Law Offices of Charles M. Maynard, L.L.C., serves as bankruptcy counsel. In the petition signed by Rev. Charles Agbaza, JP, pastor, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. CENTERSTONE LINEN: April 15 Auction of All Assets Set ----------------------------------------------------- Judge Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York authorized the bidding procedures of Alliance Laundry & Textile Service, LLC, doing business as Clarus Linen Systems, and Atlas Health Care Linen Services Co., LLC, doing business as Clarus Linen Systems, in connection with the sale of substantially all assets to Linen Newco, LLC for $5.15 million, subject to overbid. The form of Asset Purchase Agreement is approved. The Purchaser is designated as the stalking-horse bidder for the Purchased Assets, the Purchase Agreement is deemed a Qualified Bid for the Purchased Assets and the Purchaser is deemed a Qualified Bidder for the Purchased Assets. In the event the Bankruptcy Court approves and the Seller consummates a sale of the Purchased Assets to a Competing Bidder, the Buyer reserves its right to request the payment of an expense reimbursement of up to $50,000 to be paid out of sale proceeds free and clear of all liens, claims and encumbrances. HSBC Bank USA, National Association is also deemed a Qualified Bidder for the Purchased Assets. All of the Purchased Assets designated as such by the Purchaser may be sold together as one lot, or alternatively, in two separate lots of either (i) the Buffalo Assets and the Office Assets, or (ii) the Syracuse Assets, so long as the respective Bids) meet the requirements of a "Qualified Bid" provided for in the Bidding Procedures. If the Debtors receive two or more Qualified Bids with respect to the Purchased Assets, or receive separate Qualified Bids for the Syracuse Assets or the Buffalo Assets, on or before the Bid Deadline, the Debtors will conduct one or more auction sales with respect to those Assets in accordance with the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 11, 2019 at 4:00 p.m. (ET) b. Initial Bid: A purchase price that exceeds Newco's Bid, as set forth in Article III of the Purchase Agreement, by $50,000 c. Deposit: 10% of Initial Overbid d. Auction: The Debtors may sell the Purchased Assets by conducting an Auction in accordance with the Bidding Procedures. If more than one Qualified Bid is timely received by the Debtors in accordance with the Bidding Procedures, the Auction will take place on April 15, 2019 at 10:00 a.m. (ET) at the offices of Bond, Schoeneck &King, PLLC, One Lincoln Center, Syracuse, New York, or such other place and time as the Debtors will notify all Qualified Bidders and other invitees. e. Bid Increments: $25,000 f. Sale Hearing: April 17, 2019 at 1:00 p.m. (ET) g. Closing: No later than May 3, 2019 if Newco is the deemed the Successful Bidder, or (ii) within 10 business days following the entry of the Sale Order The Notice of Auction and Sale is approved. By 5:00 p.m. (ET) on March 20, 2019, the Debtors will cause (a) a copy of the Notice of Auction and Sale Hearing and (b) a copy of the Bidding Procedures Order to be sent to all Notice Parties. By 5:00 p.m. (ET) on March 20, 2019, the Debtors will cause a copy of the Notice of Auction and Sale to be served upon all known creditors of the Debtors in the Chapter 11 Cases. The Notice of Assignment and Assumption is approved. By 5:00 p.m. (ET) on March 20, 2019, the Debtors will serve the Notice of Assumption and Assignment on all non-debtor parties to the Assigned Contracts. The Cure Amount/Assignment Objection Deadline is 4:00 p.m. (ET) on Apri13, 2019 or (ii) five days after service of the relevant Supplemental Notice of Assumption and Assignment. The Debtors are also authorized to file a response to any Cure Amount/Assignment Objection by 4:00 p.m. (ET) on April 10, 2019. In the event that the Debtors and any objecting party are unable to consensually resolve any Cure Amount/Assignment Objection, the Court will resolve any such Cure Amount/Assignment Objection at a hearing to be held at 1:00 p.m. (ET) on April 17, 2019 or on such later date as the Court may determine. The Adequate Assurance Objection Deadline is 9:00 a.m. (ET) on April 17, 2019. No later than 9:00 a.m. (ET) on April 17, 2019, the Debtors will file with the Court a Report setting forth a summary of the Auction Sale, if held, the marketing efforts undertaken by the Debtors with respect to the Purchased Assets. Any objections to the sale of the Purchased Assets, or to the balance of the relief requested in the Motion and not granted in the Bidding Procedures Order, must by filed by 12:00 p.m. (ET) on April 16, 2019. The Debtors are authorized to take such steps and incur and pay such expenditures as may be necessary or appropriate to effectuate the terms of this Bidding Procedures Order, subject to and in accordance with the terms of the Final DIP Order. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Bidding Procedures Order will be effective immediately upon its entry. A copy of the Agreement and the Bidding procedures attached to the Order is available for free at: http://bankrupt.com/misc/Centerstone_Linen_299_Order.pdf About Clarus Linen Systems Atlas Health Care Linen Services Co., LLC, Alliance Laundry & Textile Service, LLC and two other entities, all doing business as Clarus Linen Systems -- http://www.claruslinens.com/-- provide linen rental and commercial laundry services to the healthcare industry, primarily supplying scrubs, sheets, towels, blankets, patient apparel and other linen products to hospitals and healthcare clinics via long-term contacts. Atlas and Alliance currently operate five production facilities in three states (Atlas operates two facilities in New York and Alliance operates two facilities in Georgia and one in South Carolina) that provide daily pick-ups and deliveries to their customers. Centerstone Linen Services, LLC, is the corporate parent of four subsidiary corporations and provides back-office and administrative support to them. Centerstone Linen Services and its four subsidiaries (Bankr. N.D.N.Y. Lead Case No. 18-31754) in Syracuse, New York on Dec. 19, 2018. Atlas Health estimated $10 million to $50 million in assets and liabilities of the same range as of the bankruptcy filing. Centerstone Linen estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. BOND, SCHOENECK & KING, PLLC, is the Debtor's counsel. CIP INVESTMENT: $15M Sale of Wichita Property to Wichita Thorn OK'd ------------------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized CIP Investment Properties, LLC's private sale of interest in the real property and improvement located at 8200 and 8300 East Thorn Drive, Wichita, Kansas to Wichita Thorn, LLC for $14.65 million. The Agreement and all other ancillary documents, and all of the terms and conditions thereof, are approved on the conditions set forth in the Stipulated Sale Order. Pursuant to Sections 363(b) and (f) of the Bankruptcy Code, the Debtor is authorized, empowered, and directed to use its reasonable best efforts to take any and all actions necessary or appropriate to (a) consummate the Sale pursuant to the Buyer and in accordance with the terms and conditions of the Agreement and the Stipulated Sale Order; (b) close the Sale to the Buyer as contemplated in the Agreement and this Stipulated Sale Order; and (c) execute and deliver, perform under, consummate, implement, and fully close the Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Agreement and the Sale under the following conditions: a. The Debtor and the Buyer will use the Title Company to close the sale to the Wichita Thorn Buyer on April 17, 2019. b. The Debtor will provide FBLIC with five business days' written notice of their anticipated closing date. c. At least three business days prior to the anticipated closing date, Title Company will provide FBLIC with a HUD-1 detailing all closing costs and disbursements. d. At least one business day prior to the anticipated closing date, FBLIC will transfer all escrow balances (lockbox account, tax escrow and insurance escrow) to the Title Company. e. On the Closing Date, Title Company will disburse from total sales proceeds (including escrow balances it receives from FBLIC) the following amounts: i. $293,000 to Denisoff as real estate broker fee; ii. $146,500 to United States Trustee as its fee; iii. Amounts to be determined to be owed for current taxes to Sedgwick County; iv. All reasonable closing costs if approved by FBLIC and included in the HUD-1; v. The balance (not to exceed the FBLIC Allowed Secured Claim amount) to FBLIC pursuant to wire transfer instructions FBLIC will provide to the Title Company; and vi. The balance, if any, to the Debtor. f. In the event the Title Company is unable to close the sale to Buyer on the Closing Date, Title Company will immediately return to FBLIC any escrow and/or lockbox account balances FBLIC transfers to Title Company in anticipation of closing. g. In the event the sale to Buyer is not closed on or before April 17, 2019, then the Stipulated Sale Order will be deemed null and void unless further modified by agreement of the Debtor, US Trustee, and FBLIC. The automatic stay imposed by Section 362 of the Bankruptcy Code is modified solely to the extent necessary to implement the preceding sentence and the other provisions of the Stipulated Sale Order. The sale is free and clear of all Liens, Claims, and other interests of any kind or nature whatsoever, with all such Liens, Claims, or other interests to attach to the cash proceeds. A certified copy of the Stipulated Sale Order may be filed with the appropriate clerk and/or recorded with the recorder of any state, county, or local authority to act to cancel any of the Liens or Claims of record. As of the date of filing, the Property is currently leased by four tenants. The tenants are as follows: (i) AXA Equitable Life Insurance Co.; (ii) Mid Kansas Physicians; (iii) Via Christi Health System, Inc.; and (iv) State Farm. These Leases are hereby assigned to Buyer who will operate the Property as landlord. The Buyer will compete the necessary documentation to formally assign the Leases. For cause shown, pursuant to Bankruptcy Rules 6004(h), 7062, and 9014, as applicable, the Stipulated Sale Order will not be stayed, will be effective immediately upon entry, and the Debtor and the Buyer are authorized to close the Sale immediately upon entry of the Stipulated Sale Order. About CIP Investment CIP Investment Properties, LLC, a Single Asset Real Estate company as defined in 11 U.S.C. Section 101(51B), owns an office building located at East Thorn Drive, Wichita, Kansas. The Company previously filed for bankruptcy protection (Bankr. D. Kan. Case No. 12-21952) on July 17, 2012. CIP Investment Properties again filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In the petition signed by David F. Hoff, president/managing member, the Debtor estimated assets of $10 million to $50 million and debt of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, is the Debtor's bankruptcy counsel. On July 26, 2013, the Court confirmed the Debtor's Chapter 11 Plan. CLEARWATER TRANSPORTATION: Appointment of Trustee, Examiner Sought ------------------------------------------------------------------ Austin Conrac, LLC and the City of Austin asked the U.S. Bankruptcy Court for the Western District of Texas to appoint a Chapter 11 trustee, or in the alternative, an examiner for Clearwater Transportation, Ltd. Based on the request of the Movants, the Debtor owes millions of dollars for funds it received from customers in trust and did not remit to the State of Texas, the City of Austin, the Airport, and the City of Austin Controller’s office, among others. In this case, the Debtor did not pay sales taxes, various bond funds and tolls collected from its Rent-a-Car Customers, Customer Facility Charges, and Concession Fees owed to the City. Hence, the Movants asked the Court to appoint a trustee pursuant to 11 U.S.C. Sec. 1104(a) of the Bankruptcy Code to oversee Debtor's operations and to ensure the integrity of Debtor’s operations. If the court does not appoint a trustee, the Movants requested the court to consider the appointment of an examiner and charge the examiner to conduct a full investigation of the Debtor’s business operations. Austin Conrac is represented by: Sabrina L. Streusand, Esq. Stephen W. Lemmon, Esq. STREUSAND, LANDON, OZBURN & LEMMON, LLP 1801 S. MoPac Expressway, Ste. 320 Austin, TX 78746 Tel.: (512) 236-9901 Fax: (512) 236-9904 Email: streusand@slollp.com The City of Austin is represented by: Afton Trevino, Esq. City of Austin 301 W 2nd Street Austin, TX 78701 Tel.: (512) 974-2282 Fax: (512) 974-1311 Email: afton.trevino@austintexas.gov About Clearwater Transportation Clearwater Transportation, Ltd., a company in San Antonio, Texas, that provides car rental services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50292) on Feb. 7, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Craig A. Gargotta. Dykema Gossett PLLC is the Debtor's legal counsel. CORELLE BRANDS: Moody's Hikes CFR to Ba3 & Alters Outlook to Pos. ----------------------------------------------------------------- Moody's Investors Service upgraded its ratings for Corelle Brands Holdings Inc., including the company's Corporate Family Rating (CFR, to Ba3 from B1) and Probability of Default Rating (PDR, to Ba3-PD from B1-PD), and the rating for the company's existing senior secured first lien term loan B (to Ba2 from B1). The ratings outlook is positive. "Corelle Brands' merger with Instant Brands is deleveraging -- at least initially -- and also increases the company's size, product diversity, profitability and cash flow profile, primarily via the addition of the highly successful Instant Pot electric pressure cooker," said Moody's Vice President Brian Silver. "However, Corelle Brands remains relatively small, with annual revenue of less than $1.5 billion, and the merger involves integration and execution risk as the company pursues synergy realization in an increasingly competitive market environment," added Silver. Moody's took the following rating actions for Corelle Brands Holdings Inc.: Corporate Family Rating, upgraded to Ba3 from B1 Probability of Default Rating, upgraded to Ba3-PD from B1-PD $200 million principal amount senior secured first lien term loan B due 2024, upgraded to Ba2 (LGD3) from B1 (LGD4) Outlook Action: Outlook, changed to positive from stable RATINGS RATIONALE Corelle Brands' CFR broadly reflects the company's moderate size, with annual revenue of about $1.2 billion pro forma for its merger with Instant Brands, as well as the potential for integration challenges and/or execution issues in pursuit of merger-related synergies in an increasingly competitive market environment. The company also faces near-term refinancing risk owing to a 364-day bridge loan put in place to partially effect the transaction, which in addition to a seller note with a below-market rate and a contingent earnout 12 months post-close renders uncertain the ultimate capital structure for the combined entity. In addition, the company has a high degree of operating risk relative to the rated consumer durables universe, and its legacy Corelle Brands' business faces organic growth challenges owing to its presence in the highly competitive and mature housewares category, with a noteworthy reliance on a single, specialized manufacturing facility for its namesake brand, as well. Moody's noted that the company's PE ownership may lead to increasingly aggressive financial policies over time. However, the company's ratings are supported by its solid pro forma credit metrics for 2018, highlighted by financial leverage and interest coverage of 2.7 times and 5.1 times, respectively. The company also has a well-recognized portfolio of housewares and small kitchen appliance brands, a global footprint, and good diversification of its distribution channels. Moody's expects topline growth to accelerate and significant free cash flow to be generated over the next few years, in large part from increasing global market penetration of the Instant Pot but also supplemented by new product development from both legacy Corelle and Instant Brands. Also, ongoing operating efficiency and cost saving initiatives will improve Corelle's profitability and margins. Moody's forecasts good liquidity supported by solid annual free cash flow generation of at least $50 million and access to backstop revolving lines of credit (legacy Corelle Brands $100 million ABL; Instant Brands CAD$90 million ABL) but tempered by the near-term bridge loan maturity. The positive outlook reflects Moody's expectation that the company will grow its pro forma topline in the high-single-digit to low-double-digit range over the next 12-18 months, while generating solid free cash flow that can be used for debt repayment. It also reflects Moody's belief that the company will maintain relatively conservative financial policies and address its near-term debt maturity by FYE19, or the ratings and/or outlook could face pressure. The ratings could be upgraded if the company grows its size and scale while sustaining debt-to-EBITDA below 2.5 times and EBIT-to-interest above 4.5 times. Also, the company would be expected to improve and maintain a very good liquidity profile. Alternatively, the ratings could be downgraded if debt-to-EBITDA is sustained above 3.5 times, if liquidity weakens following free cash flow failing to materialize as anticipated or the ABLs are drawn more than expected. Also, a negative growth rate for the Instant Pot, or a failure to refinance maturing debt by FYE19 could lead to a downgrade. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Headquartered in Rosemont, IL, Corelle Brands Holdings Inc. and its operating subsidiaries manufactures, designs and markets dinnerware, bakeware, kitchen tools, rangetop cookware, storage and cutlery products. In March 2019 the company acquired Instant Brands, manufacturer of the Instant Pot line of products. Following the acquisition, the company's most notable brands include Corelle, Pyrex, Corningware, OLFA, Snapware, Visions, Chicago Cutlery, and Instant Pot. The company markets its products primarily in the US, Canada, and Asia-Pacific region and sells into several channels including mass merchants, department stores, specialty retailers and the Internet, among others. Corelle Brands was acquired by Cornell Capital in May 2017 for approximately $450 million. Pro forma for the merger with Instant Brands as if it had been owned for all of 2018, the company generated net sales of nearly $1.2 billion. CREDIT MGMT: Sale/Abandonment of North Vegas Personal Property OK'd ------------------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized Credit Management Association, Inc.'s sale or abandonment of personal property located at 3110 Cheyenne, North Las Vegas, Nevada. A hearing on the Motion was held on March 20, 2019 at 9:30 a.m. The Debtor is authorized to dispose of personal property such as outdated and unused computer equipment including monitors, monitor stands, desktop CPU's, and refurbished tablets with outdated software; aged servers with obsolete technology; old printers that are no longer used by the Debtor; small microwave and Keurig coffee maker with little value; older model refrigerators, stove, and dishwasher; surplus uninterrupted power supplies with little to no value; and office desks, chairs, and cubicles that hold no book value and little to no market value. About Credit Management Association Credit Management Association, Inc. -- http://creditmanagementassociation.org/-- is a non-profit association that has served business-to-business companies since 1883. CMA helps credit, collection, and financial decision-makers get the information and support they need to make fast, accurate credit decisions. In addition, CMA assists insolvent companies with workouts or liquidation through cost effective alternatives to bankruptcy. CMA has 800 members who pay a $495 annual fee for full membership or a $265 annual fee for an associate membership. CMA is headquartered in Las Vegas, Nevada. Credit Management Association, based in North Las Vegas, Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-16487) on Oct. 31, 2018. In the petition signed by Kimberly Lamberty, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Mike K. Nakagawa oversees the case. The Debtor hired Clark Hill, PLLC, as reorganization counsel. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. CURAE HEALTH: Seeks Approval to Pay DIP Obligations, Use Cash ------------------------------------------------------------- Curae Health, Inc. and its debtor-affiliates request the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize them (a) to pay the DIP Obligations, and (b) to use the cash collateral of ServisFirst Bank. As per the Final DIP Order entered on Nov. 14, ServisFirst Bank has security interests in and liens on substantially all of Debtors' assets. The ServisFirst Liens, however, are subordinate to the DIP Liens. Pursuant to that certain Payoff Letter sent by the DIP Lender on March 8, the estimated outstanding amount due and owing to the DIP Lender is approximately $6.8 million. The Debtors believe they have enough cash to pay the DIP Obligations in full. The Debtors are in the process of reviewing and analyzing the Payoff Letter to confirm the accuracy of the Payoff Amount. Subject to such review and confirmation of the Payoff Amount, the Debtors propose to pay the Payoff Amount in the following manner: (a) Midcap Funding IV Trust will apply to the Payoff Amount the $4,003,497 in escrowed funds MidCap is currently holding, leaving a balance of $2,796,503; (b) The Debtors will pay to MidCap the $950,020 held in the Debt Service Reserve Fund as provided in the Russellville Order, leaving a balance of $1,846,483; (c) The Debtors will pay to MidCap the $506,641 in disproportionate share proceeds received by the Debtors and currently held by Debtors' counsel relating to the transfer of the Russellville Hospital following entry of the Russellville Order, leaving a balance of $1,339,842; (d) The Debtors will pay to MidCap the $782,320 in insurance receipts that serve as collateral for the MidCap Loan and that were in transit to MidCap but have not yet been paid over, leaving a balance of $557,522; and (e) The Debtors will pay the balance from the $1,210,957 in proceeds obtained by the Debtors in the sale to CHS/Community Health Systems, Inc. of the inventory of the Clarksdale Hospital. In exchange for the use of Cash Collateral, the Debtors will provide adequate protection in the form of, among other things, adequate protection liens, superpriority claims, and adequate protect payments that include fees, expenses, and reporting requirements to protect ServisFirst against any diminution in the value of its interests in the Cash Collateral resulting from the use, sale, or lease of the Cash Collateral. The Proposed Order also provides for the subordination of the ServisFirst's liens to the Carve-Out. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/tnmb18-05665-847.PDF About Curae Health Curae Health is a 501(c)(3) not-for-profit health system formed to address the needs of rural healthcare. Focusing on rural community hospitals in the Southeastern US, Curae collaborates with medical staff and communities to add new services and upgrade the facilities, alleviating the need for patients to travel long distances for their healthcare needs. On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665). Curae Health estimated $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. The cases are assigned to Judge Charles M. Walker. The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory & Capital Group LLC, as financial advisors; Egerton McAfee Armistead & Davis, P.C., as special counsel; Morgan Stanley as investment banker; and BMC Group, Inc., as claims and noticing agent. CURVATURE INC: S&P Raises ICR to CCC After Distressed Debt Exchange ------------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'CCC' from 'SD' on Curvature Inc., which has completed a distressed debt exchange that temporarily reduces its cash interest by $18 million annually until the end of 2020. The rating agency believes the company's ongoing operational challenges will continue to pressure free cash flow and weaken credit metrics despite cost-cutting initiatives. Without a significant business turnaround, S&P believes there is a risk of another debt restructuring within the next 12 months although the company may have the resources to service its debt within this period, including a $30 million incremental second-lien notes issuance from Partners Group, the company's financial sponsor, and the temporary cash interest reduction. S&P also raised its issue-level ratings on the amended total $138.5 million of existing junior second-lien notes due October 2024 to 'CC' from 'D'. S&P lowered its ratings on the $530 million first-lien term loan due October 2023 and $55 million revolving credit facility (RCF) due October 2022 to 'CCC' from 'CCC+'. In addition, the rating agency assigned its 'CC' rating to the total $66.5 million of senior second-lien notes due October 2024. "The rating action reflects our view that Curvature's capital structure is unsustainable. Given its recent weak operating performance, we believe the company faces significant risks in executing its revenue turnaround strategy after recent merger integration challenges that caused sales execution issues. This is in the context of significant headcount reductions in January 2019 that we believe could impair its ability to stabilize the business," S&P said. In addition, the rating agency expects continued pressures in the company's hardware business unit over 2019-2020. The negative outlook reflects S&P's view that Curvature's revenue declines and operating challenges will continue in 2019, which could pressure already negative FOCF and weaken Curvature's liquidity position such that the rating agency views a near-term distressed debt restructuring as more likely. This is despite S&P's expectation for a return to modest growth in the company's maintenance and services business lines, but offset by the company's high debt service requirement. "We could lower the rating within the next 12 months if Curvature has sustained revenue declines in its maintenance and services business lines due to insufficient new clients, despite ongoing investments in the sales function and the new integrated go-to-market strategy. This would lead to continued negative FOCF after debt service in 2019 and 2020, and weakened liquidity that we believe could increase the risk of further debt restructuring within a six month horizon," S&P said. "While unlikely over the next 12 months, we could raise the rating after a track record of stable or increasing revenues and adjusted EBITDA margins of around 15% or more," S&P said. This could be driven by slowing hardware revenue declines and strong growth in the maintenance and services business units from successful sales execution, according to the rating agency. "We would expect this to result in no more than $10 million of negative reported FOCF after debt service, and EBITDA cash interest coverage of at least 1x beyond 2020 on a sustained basis. This would lead us to believe that there is a low risk of a distressed debt restructuring or payment default within a 12 month horizon," S&P said. "A considerable equity infusion to further bolster the company's liquidity position could also be sufficient for us to raise the ratings," the rating agency said. DAYMARK SOLUTIONS: Unsecured Creditors to Get 30% Under Plan ------------------------------------------------------------ Daymark Solutions, Inc., filed a combined Plan and Disclosure Statement. Class 5 - General Unsecured Creditors. The Class 5 Unsecured Claims, are owed, in the aggregate, approximately $237,226.50 and will receive a dividend aggregating approximately 30% over the Plan Period. The Debtor shall disburse funds only one time each year, either in December or by January 15, of the following year, with the first annual payment due for 2019 to be paid in either December, 2019, or by January 15, 2020. With the final payment, the Class 5 Creditors shall also receive any funds in excess of $20,000.00, which have been accumulated as working capital. Class 1 - Secured Claim of the Internal Revenue Service. The Class 1 Claim, in the amount of $75,541.00 as of the Petition Date is secured by essentially all assets of the Debtor. The IRS has received monthly adequate protection payments in the amount of $1,000.00 in each of November, 2018 through April, 2019. These payments, which will continue through Confirmation of this Plan, will be applied to reduce the principal balance owed this Creditor. Therefore, the Class 1 Claim shall be determined at the time of Confirmation, and it is estimated that the Claim will approximate $68,541.00. This Claim shall be, amortized at 6% interest over sixty (60) months, with monthly payments of approximately $1,325.09, commencing on the 15th day of the month following Confirmation, with the final payment, in the amount of the balance then due, paid in the 60th month thereafter. Class 2 - Priority Claim of the Internal Revenue Service. The Class 2 Claim is in the amount of $91,604.45 as of the Petition Date. The Class 2 Claim shall be amortized at 6% interest over sixty (60) months, with monthly payments of $1,770.97, commencing on the 15th day of the month following Confirmation, with the final payment, in the amount of the balance then due, paid in the 60th month thereafter. Upon receipt of the final Class 2 payment, the Class 2 Claimant shall promptly deliver to the Debtor notice that its Claim has been paid in full. Class 3 - Priority Claim of the Kansas Department of Revenue. The Class 3 Claim is in the amount of $1,648.13 as of the Petition Date. The Class 3 Claim shall be amortized at 6% interest over twenty (20) months, with monthly payments of $86.80, commencing on the 15th day of the month following Confirmation, with the final payment, in the amount of the balance then due, paid in the 20th month thereafter. Upon receipt of the final Class 3 payment, the Class 3 Claimant shall promptly deliver to the Debtor notice that its Claim has been paid in full. Class 4 - Priority Claim of the Kansas Department of Labor. The Class 4 Claim is in the amount of $1,521.29 as of the Petition Date. The Class 4 Claim shall be amortized at 6% interest over twenty (20) months, with monthly payments of $80.12, commencing on the 15th day of the month following Confirmation, with the final payment, in the amount of the balance then due, paid in the 20th month thereafter. Upon receipt of the final Class 4 payment, the Class 4 Claimant shall promptly deliver to the Debtor notice that its Claim has been paid in full. Class 6 - Equity Claims of Linda and Kenneth Livengood. The Class 6 Claim is that of the Debtor’s owners, Linda and Kenneth Livengood, who shall continue to operate the Debtor as provided in the Plan. Neither Linda nor Kenneth Livengood shall receive any distributions or compensation during this Plan or until all Creditors are paid the amounts provided for in this Plan. In keeping with past practice, and because the Debtor is a Subchapter S corporation, in lieu of salaries or distributions to Linda or Kenneth Livengood, Daymark shall continue to pay all taxes due as a result of Daymark’s operations. Payments and distributions under the Plan will be funded by the net income of the Debtor, derived from its operations. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at http://tinyurl.com/y4cp34clfrom PacerMonitor.com at no charge. Attorney for Daymark Solutions, Inc., is Joanne B. Stutz, Esq., at Evans & Mullinix, P.A., in Shawnee, Kansas. About Daymark Solutions Based in Overland Park, Kansas, Daymark Solutions Inc. operates a sales and service company that creates photo identification systems. Daymark Solutions filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr D. Kan. Case No. 18-22116) on Oct. 12, 2018, estimating under $1 million in assets and liabilities. The Debtor tapped Edelboim Lieberman Revah Oshinsky PLLC as its legal counsel, and BMC Group, Inc. as its claims, noticing and balloting agent. DECOR HOLDINGS: Cigna Objects to Disclosure Statement ----------------------------------------------------- Cigna Health and Life Insurance Company and Life Insurance Company of North America object to Disclosure Statement for the Plan of Liquidation proposed by Decor Holdings, Inc., and its debtor affiliates. Cigna objects to the Disclosure Statement because it fails to disclose whether the Employee Benefits Agreements will be assumed or rejected under the Plan. Cigna complains that the Disclosure Statement and Plan do not list the contracts to be assumed and rejected under the Plan. According to Cigna, the Plan and Disclosure Statement fail to account for the Run-Out Claims Obligations in the event that the Cigna ASO Agreement is not assumed and assigned as part of the Sale. Cigna asserts to the extent that the Debtors seek to assume the Employee Benefits Agreements, the Debtor must pay the full cure amount based upon the actual amounts that are due on the date that the Employee Benefits Agreements are assumed. Counsel for Cigna Life Insurance Company of New York and Life Insurance Company of North America: Jeffrey C. Wisler, Esq. CONNOLLY GALLAGHER LLP 1201 North Market Street, 20th Floor Wilmington, DE 19801 Phone: (302) 757-7300 Fax: (302) 658-0380 About Robert Allen Duralee Group The Robert Allen Duralee Group -- https://www.robertallendesign.com/ -- is a supplier of decorative fabrics and furniture to the design industry in the United States. In addition to their own extensive product lines, the Robert Allen Duralee Group represents six other furnishing companies, including Paris Texas Hardware, The Finial Company, Clarke & Clarke, Thibaut and Byron & Byron. The Robert Allen Duralee Group maintains showroom premises located in major metropolitan cities across the United States and Canada, and an extensive worldwide agent showroom network that collectively service more than 30 countries around the globe. Decor is a privately-owned company with headquarters in Hauppauge, New York. The Robert Allen Duralee Group, Inc., and 4 related entities, including ultimate parent Decor Holdings, Inc., sought Chapter 11 protection on Feb. 12, 2019. The lead case is In re Decor Holdings, Inc. (Bankr. E.D.N.Y. Lead Case No. 19-71020). Decor Holdings estimated assets of $50 million to $100 million and liabilities of $50 million to $100 million as of the bankruptcy filing. The Hon. Robert E. Grossman is the case judge. The Debtors tapped Hahn & Hessen LLP as counsel; Halperin Battaglia Benzija, LLP, as special counsel; RAS Management Advisors, LLC, as restructuring advisor; Blum Shapiro as tax advisor; SSG Capital Advisors, LLC, as investment banker; Great American as sales agent; and Omni Management Group, Inc., as claims agent. EASTMAN KODAK: S&P Affirms 'CCC' ICR; Off CreditWatch Positive -------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC' issuer credit rating on Eastman Kodak Co. and removed all of its ratings on the company from CreditWatch, where the rating agency placed them with positive implications on Nov. 13, 2018. S&P took the rating actions after the company announced that the sale of its Flexographic Packaging Division to Montagu Private Equity LLP has closed. Kodak expects to use the proceeds from the divestiture to repay over $300 million of its first-lien secured term loan due in September 2019 ($395 million outstanding). Following this repayment, Kodak has stated its intention to refinance the remaining outstanding portion of the term loan (approximately $80 million-$90 million). Meanwhile, S&P lowered its recovery rating on the company's first-lien secured term loan to 4' from '3' and affirmed the issue-level rating at 'CCC'. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. "The rating action reflects our view that Kodak's ability to operate may be impaired over the next 12 months if the company is unable to successfully refinance the remaining portion of its first-lien term loan. While we expect Kodak to benefit from a reduction in its annual interest expense following the debt repayment, we anticipate that the company's cash position will decline absent a refinancing or further divestitures due its inability to generate positive free cash flow," S&P said. The negative outlook on Kodak reflects S&P's view that near-term events could impair the company's ability to operate over the next 12 months if it is unable to successfully refinance the portion of its first-lien term loan that it will not repay with the proceeds from the divestiture. "We could lower our rating on Kodak if it becomes apparent that the company will be unable to meet payment obligations over the next six months, or if the firm pursues capital markets transactions that we believe to constitute a selective default," S&P said. "We could raise our rating on Kodak if the company is able to successfully refinance the remaining portion of its term loan and obtain incremental financing on terms that lead us to believe it will be able to operate sustainably beyond the next 12 months," the rating agency said. EP ENERGY: S&P Lowers ICR to 'CCC-' on Elevated Liquidity --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on exploration and production company EP Energy LLC to 'CCC-' from 'CCC+'. S&P also lowered the issue-level ratings on the company's 1.125 and 1.25 lien notes to 'CCC+' from 'B' and on the 1.5, second-lien, and senior unsecured notes to 'C' from 'CCC-'. The downgrade follows heightened concerns surrounding EP Energy's liquidity as the company's 10-k included language questioning its ability to address $182 million in senior unsecured notes maturing May 2020 while maintaining ongoing operations and maintenance capital expenditures. Moreover, if the company were to include language in its 2019 10-k filing indicating a substantial doubt of remaining a going concern, this would likely be considered an event of default under the company's reserve-based lending (RBL) facility. These reasons, in addition to the currently high yields on EP Energy's debt, lack of equity cushion, and very high anticipated 2019 debt leverage and interest burden, lead S&P to anticipate the company will likely consider a debt exchange or capital restructuring over the next six to 12 months. The negative outlook reflects EP Energy's potential liquidity event stemming from the May 2020 maturity on the company's 9.4% unsecured notes. Additionally, it reflects the potential for the company to breach a going concern covenant on its RBL. S&P said it could lower the rating if the company enters into a debt exchange that the rating agency views as distressed or if a bankruptcy or default becomes a virtual certainty. "We could raise the rating if EP Energy successfully refinances or redeems its upcoming bond maturity without utilizing a debt exchange that we view as distressed. We would also need to have confidence in the company's ability to remain a going concern," the rating agency said. FAYETTE MEMORIAL: Gets Final Nod to Use Cash Collateral ------------------------------------------------------- The Hon. Jeffrey Graham of the U.S. Bankruptcy Court for the Southern District of Indiana signed a final order authorizing Fayette Memorial Hospital Association, Inc., to use of cash collateral. The Debtor asserts that the cash collateral will be used to pay actual expenses of the estate necessary for: (1) the maintenance and preservation of assets, including adequate protection payments as authorized or directed by the Court; (2) the continued costs of operating its business, including payment of payroll and employee-related expenses, equipment leases, cost of supplies, third party services, and insurance expenses; (3) professional fees incurred and authorized to be paid in this bankruptcy case, and (4) to pay any fees due the Office of the U.S. Trustee during the relevant time period. The Debtor may use cash collateral to fund payment of expenses as and when budgeted in the Budget, with a variance of up to 10% per line item allowed (except professional fee line items), provided the aggregate amount of expenditures does not exceed the aggregate Budget. The Debtor's authorization to use cash collateral pursuant to the Final Order will immediately terminate on the earlier to occur of: (a) the date on which the Bond Trustee or Comerica provide, via facsimile or overnight mail, written notice to the Debtor and Debtor's counsel of the occurrence of an Event of Default and the expiration of a three business day cure period; or (b) July 31, 2019. Pursuant to certain Master Trust Indenture and supplements thereto, The Bank of New York Mellon Trust Company, as successor trustee to Fifth Third Bank of Central Indiana ("Bond Trustee") claims a security interest in the cash collateral and Comerica Bank claims a security interest in all Comerica Bank Accounts. The Bond Trustee is granted a continuing and replacement security interest and post-petition liens, which will be priority liens in all of the Debtor's right title and interest in and to: (i) the Gross Revenues (subject in all cases to Permitted Encumbrances); and (ii) any and all moneys and securities held by the Trustee pursuant to the Master Indenture. Such replacement liens will be to the same extent and with the same validity and priority that the Bond Trustee held prepetition, subject only to the claim of the Office of the United States Trustee for the payment of fees under 28 U.S.C. section 1930(a). The Bond Trustee Replacement Liens: (1) are and will be in addition to the Bond Trustee Prepetition Liens; and (2) will remain in full force and effect notwithstanding any subsequent conversion of the Bankruptcy Case. Comerica Bank is granted a continuing and replacement security interest and post-petition liens, which will be priority liens, in all of Debtor's (a) right, title and interest in custodial securities account no. [x0696] maintained at Comerica, and all cash, securities, investment property or financial assets now or hereafter deposited or maintained in, or credited to, the Account, and any and all securities accounts in substitution or replacement thereof; (b) general intangibles (including without limit software) acquired or used in connection with the above; and (c) all additions, attachments, accessions, parts, replacements, substitutions, renewals, interest, dividends, distributions, rights of any kind (including but not limited to stock splits, stock rights, voting and preferential rights), products, and proceeds of or pertaining to the above including, without limit, cash or other property which were proceeds and are recovered by a bankruptcy trustee or otherwise as a preferential transfer by Debtor. Such replacement liens in the Comerica Collateral will be to the same extent and with the same validity and priority that Comerica held prepetition. The Comerica Replacement Liens: (1) are and will be in addition to the Comerica Prepetition Liens; and (2) will remain in full force and effect notwithstanding any subsequent conversion of the Bankruptcy Case. In the event that the adequate protection provided to Bond Trustee and/or Comerica is insufficient to protect the Bond Trustee or Comerica for the Debtor's use of Cash Collateral or for a diminution in value of Bond Trustee, or Comerica's other collateral, then to that extent, the Bond Trustee's and Comerica's claims will have priority under Section 507(b) of the Code over all administrative expenses incurred in this Chapter 11 proceeding. In addition to the replacement liens, the Debtor will: (a) Maintain all of its bank accounts at Comerica, other than U.S. Bank lockbox account (x5957); (b) On a daily basis, transfer all funds from the U.S. Bank lockbox account (x5957) to the Comerica Operating Account (x0570), and utilize the Comerica Operating Account for all disbursements during the term of this Order; (c) Maintain net accounts receivable of 90 days or less in an amount not less than $5 million; (d) Deliver to the Bond Trustee, Comerica and Committee Counsel: (1) copies of all financial or other information reasonably requested; (2) copies of all operating reports and other financial information filed with the Bankruptcy Court concurrently with the filing thereof; (3) a weekly cash flow statement comparing actual receipts and disbursements to the projected receipts and disbursements as set forth in the Budget; (4) all reports or financial information as and when required under Debtor's agreements with Bond Trustee and/or Comerica, and (5) any other reports or information historically provided by the Debtor, with the same frequency and on the same timelines as it has historically been provided; (e) The obligation of the Debtor to make a payment in the amount of $100,000 to the Bond Trustee on or before January 2, 2019 is excused; (f) At all times comply with all laws, statutes, rules, regulations, order and directions of any governmental authority having jurisdiction over the property of the estate; (g) Maintain all insurance coverage required to be maintained under the prepetition agreements with the Bond Trustee and Comerica, and the underlying loan documents and, on request, provide the Bond Trustee and/or Comerica, as applicable, with copies of the current certificates and policies of insurance, and promptly after renewal of coverage or after the effective date of coverage (in the event there is a change in insurance carriers); (h) Comply with all other non-monetary obligations under the terms of and, to the extent the Debtor is not already in violation of, the prepetition agreements and underlying loan documents between the Debtor and the Bond Trustee and Comerica, but excluding debt service coverage ratio and liquidity requirements; (i) Keep current in deposit and payment of all current tax liabilities as they become due by properly making all federal income tax withholding and FICA tax deposits and all federal FUTA tax deposits; and (j) timely file any and all necessary Federal tax returns with the Internal Revenue Service. In addition, the Debtor will comply with each of the following milestones related to both a sale and refinancing process: (a) By not later than March 1, 2019, the Debtor will file a motion(s) necessary to establish bid procedures (which will include a deadline of April 30, 2019 for final bids, May 2, 2019 as the auction date, and May 7, 2019 as the sale hearing date, subject to the Court's availability) and authorize a sale, all in form and substance satisfactory to Comerica; (b) Subject to the Court's availability, the sale hearing will occur not later than May 7, 2019, and by not later than May 8, 2019 the Debtor will obtain an order approving a sale, all in form and substance satisfactory to Comerica; (c) By not later than 21 days after completion of the regulatory approval process, the Debtor will close on a sale and/or refinancing transaction that is acceptable to Comerica; and (d) The Debtor will file a Plan and Disclosure Statement on or before May 1, 2019. Pursuant to the Final Order, in that event the Debtor has not received a bid that is acceptable to the Debtor, the Committee, Comerica and Bond Trustee on or before April 30, 2019, upon Comerica's request, the Debtor will send out a WARN Act notice and engage a third party acceptable to Comerica (in consultation with the Committee and the Debtor), to conduct an orderly wind down and liquidation of the its assets and business. A copy of the Final Order is available at http://bankrupt.com/misc/insb18-07762-276.pdf About Fayette Memorial Hospital Association Founded in 1913, Fayette Memorial Hospital Association, Inc. -- https://www.fayetteregional.org/ -- is a multi-faceted health care organization in Connersville, Indiana. It offers ambulatory care, cancer care, care pavilion, dermatology, diagnostic imaging, emergency care, express care, facial and cosmetic procedures, hospice care, laboratory services, pediatrics, physical therapy and rehabilitation, among other services. Fayette Memorial Hospital Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-07762) on Oct. 10, 2018. In the petition signed by CEO Randall White, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz Maddox Dickens PLC as its legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Fox Rothschild LLP as its legal counsel. FC GLOBAL: Closes Stock Purchase Agreement with Gadsden ------------------------------------------------------- As previously reported, on March 13, 2019, FC Global Realty Incorporated entered into a Stock Purchase Agreement with Gadsden Growth Properties, Inc., pursuant to which Gadsden agreed to transfer and assign to the Company all of its general partnership interests and Class A limited partnership interests in Gadsden Growth Properties, L.P. ("OPCO"), the operating partnership of Gadsden that holds all of its assets and liabilities, in exchange for shares of the Company's common stock, 7% Series A Cumulative Convertible Perpetual Preferred Stock, Series B Non-Voting Convertible Preferred Stock and 10% Series C Cumulative Convertible Preferred Stock. On April 5, 2019, the Company and Gadsden entered into Amendment No. 1 to Stock Purchase Agreement to amend certain provisions of the Purchase Agreement. Following such Amendment, closing of the transactions contemplated by the Purchase Agreement was completed on April 5, 2019. Pursuant to the Amendment, Section 1(a) of the Purchase Agreement was amended to revise the number of shares of Series A Preferred Stock and Series B Preferred Stock issued at closing, as well as to revise the timing on issuance of the Holdback Shares. Pursuant to the Amendment, the Company issued to Gadsden 430,306,645 shares of Common Stock, 889,075 shares of Series A Preferred Stock, 11,696,944 shares of Series B Preferred Stock and 2,498,682 shares of Series C Preferred Stock. An additional 278,178,750 shares of Common Stock will be issued to Gadsden upon filing of the Charter Amendment. The Holdback Shares are subject to forfeiture based on the reconciliation and adjustment of the net asset value of Gadsden's assets and Gadsden's proposed real estate investments as previously disclosed. Following issuance of the Shares and the Holdback Shares, Gadsden will own approximately 96.31% of the Company's outstanding voting securities, resulting in a change of control of the Company. Pursuant to the Amendment, the Company agreed to take such actions as are necessary and desirable to amend the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock for conversion of Preferred Stock and future issuances of Common Stock or Preferred Stock, as determined by Gadsden, and cause the Charter Amendment to be effective in accordance with applicable law as soon as reasonably practicable. OPCO is a Delaware limited partnership that was formed on Nov. 1, 2016. The Company is now the sole general partner. Except as otherwise expressly provided in the partnership agreement, the Company, as the general partner, has the exclusive right and full authority and responsibility to manage and operate OPCO's business. OPCO's partnership agreement provides for pro rata distributions, except as otherwise agreed, and the right to convert the OPCO units to shares of the Company's Common Stock. OPCO owns, directly or through one or more subsidiaries, the properties. Mission Hills Square On Jan. 31, 2019, Gadsden acquired from FDHC, LLC all of the outstanding shares of Fremont Hills Development Corporation, a California corporation, which owns a property known as Mission Hills Square, for approximately $240 million in a combination of cash and stock. In addition, Gadsden paid other consideration for this transaction to First Capital Master Advisor LLC and to affiliates of a Gadsden board member. On Feb. 8, 2019, Gadsden transferred all of its shares of Fremont to OPCO. Mission Hills Square is a new mixed-use development located in Fremont, California and slated for completion in October 2019. Situated in the foothills of the San Francisco Bay Area along Highway 680, Mission Hills Square will offer 158 residential apartment units and more than 53,900 square feet of commercial retail space. Mission Hills future commercial tenants are anticipated to include retail stores, sit-down restaurants, and casual eateries that will serve not only the residents of Mission Hills but also the populations that live in the surrounding areas, as Mission Hills Square will be an easily accessible shopping and dining destination. Fremont has entered into a Construction Loan Agreement, dated Jan. 1, 2018, with Parkview Financial Fund 2015, LP and Trez Capital (2016) Corporation for a loan of up to $65,000,000 for construction of this project. As of March 31, 2019, Fremont has borrowed $35,298,430 under the Loan Agreement, which matures on July 31, 2019, subject to the payment of an extension fee of $680,000 in accordance with the terms of the Loan Agreement payable in full on or prior to June 30, 2019. The Seller is responsible for payment of the extension fee, but there can be no assurance that the Seller will make this payment. Should the payment not be made, the project may not be completed on time, or at all. The extension will give the Seller an additional six months in which to complete the project, which is anticipated to be more time than is necessary to do so. The Seller has agreed to complete construction of the Mission Hills Square project and the Seller and its principals continue to have personal and other guarantees of the Loan Agreement. Possible Litigation On Oct. 18, 2018, the Securities and Exchange Commission commenced a civil action against Jean Danhong Chen, Tony Jianyun Ye, Kai Hao Robinson, Kuansheng Chen, the Law offices of Jean D. Chen, A Professional Corporation, Tree Lined Holdings, LLC, and Golden State Regional Center, LLC in a complaint that was filed in the United States District Court for the Northern District of California. The complaint states that "[T]his case involves fraud, self-dealing, and unregistered brokerage activity in violation of the federal securities laws. Defendants Attorney Jean Chen ('Chen'), her law firm, Law Offices of Jean D. Chen (the 'Law Offices'), and her husband, Tony Ye ('Ye'), were paid over $12 million in undisclosed commissions to sell securities to their legal clients in offerings under the federal EB-5 Immigrant Investor Program. They attempted to conceal their unlawful activity with the help of Defendant Kuansheng Chen ('Kuansheng Chen'), who provided an off-shore bank account to receive the transaction-based compensation and posed as the head of a Beijing immigration agency that was actually co-owned and controlled by Chen and Ye." The complaint also alleges that the named defendants used Fremont during 2014 - 2016 in their activities giving rise to the complaint. Neither the Company, Gadsden, nor any of their respective subsidiaries are named as defendants in the Civil Action, and no legal claim has been asserted in the Civil Action against the Mission Hills Square property or Fremont. Additionally, the Seller is also not a defendant in the Civil Action. None of the defendants in the Civil Action are directors, officers, or affiliates of the Company, or any owner of 5% or more of the Company's voting securities or, based upon current knowledge, any associate of any director, officer or affiliate of the Company. Although the individual defendants in the Civil Action are alleged by the SEC to have used Fremont in connection with the actions described in the Civil Action, there are no claims in the Civil Action that Gadsden, Fremont, or the Seller participated in the actions described since the Seller acquired Fremont in 2018. On March 7, 2019, Jean Danhong Chen and Tony Jianyun Ye were indicted by a Federal Grand Jury for Visa Fraud, Obstruction of Justice, Identity and Aggravated Identity Theft and Criminal Forfeiture. This indictment was unsealed on March 25, 2019. Gadsden has informed the Company that it was not aware of any possible claims against Fremont or the Mission Hills Square property when Gadsden acquired Fremont in February, 2019. On March 25, 2019 Gadsden was informed it was a subject of a criminal investigation by the US Department of Justice. In the acquisition of Fremont by Gadsden from the Seller, Gadsden escrowed part of the purchase consideration, in the form of Gadsden securities, that was issued to the Seller, which had at that time an estimated value of approximately $55 million. The Civil Action alleges that at least $40 million was loaned by Bay Area Investment Fund I to Fremont. This loan has been assumed by the Seller, is currently being paid by the Seller and is not in default. Gadsden has not reserved any amounts in its financial statements, and may use the escrowed securities for any undisclosed liabilities, including any liabilities related to the Civil Action. Gadsden is not able to determine if there is any liability of Fremont in the Civil Action, of Gadsden in the criminal investigation, or related matters, or if any such liability will be in excess of the escrowed amount. Gadsden believes that, if there is any liability to the Company, it is not in excess of the escrowed amount, and intends to vigorously defend itself against any such allegations if made, although such defenses can be expensive and there can be no guarantee that such defenses will be successful. Nevertheless, Gadsden agreed to indemnity and hold the Company harmless from all losses of the Company or any of its subsidiaries arising from or related to the Civil Action, the facts described therein and all civil or other actions arising from or related to such Civil Action. Sacramento Home Lots On June 30, 2018, OPCO, through its subsidiaries Gadsden Roseville, LLC and Gadsden Jesse, LLC, acquired two separate investment parcels, referred to as Roseville and Jessie, as part of a single acquisition, for an aggregate purchase price of $3,408,443 that was paid primarily by issuing shares of Gadsden's Series A Preferred Stock and the acquisition subsidiaries assuming the existing senior mortgage loans of an initial aggregate amount of approximately $1,223,000: (i) $450,000 with respect to the Roseville parcel; and (ii) $773,000 with respect to the to the Jessie parcel. The Roseville Loan and the Jessie Loan each have an interest rate of 12% per annum and were due Oct. 1, 2013, with respect to the Roseville Loan and Sept. 1, 2014, with respect to the Jessie Loan. The maturity of these obligations has been extended to the end of the second quarter of 2019. The aggregate obligations under the Roseville Loan and the Jessie Loan as of Dec. 31, 2018 is $1,866,770. The Roseville parcel is located on Roseville Road in Sacramento, California and is an approximately 9.6 acres parcel that is entitled for the development of approximately 65 small lot single family detached homes. The Jessie parcel is located on Jessie Avenue in Sacramento, California and is an approximately 13.6-acre parcel that is entitled for the development of 94 small lot single family detached homes. The parcels are in established residential neighborhoods. Resignations and Appointments In connection with closing of the Stock Purchase Agreement on April 5, 2019, Richard J. Leider, Kristen E. Pigman and Michael R. Stewart resigned from the board of directors. The Company said those resignations were not in connection with any known disagreement with the Company on any matter. On the same date, the board of directors increased the size of the board to seven members and appointed James Walesa, Jay M. Gratz, John Hartman, B.J. Parrish and Robert G. Watson, Jr. to the board. As was previously disclosed, certain directors of Gadsden, Larry E. Finger and Russell C. Platt, were to be appointed, but resigned from Gadsden's board prior to closing of the Purchase Agreement, and accordingly, were not appointed as directors of the Company. In addition, on April 5, 2019, Michael R. Stewart resigned from his positions as chief executive officer and chief financial officer of the Company. On the same date, John Hartman was elected as the chief executive officer, George Bell was elected as Chief Operating Officer, Scott Crist was elected as chief financial officer and Brian Ringel was elected as corporate controller of the Company. The newly appointed directors and officers were appointed until their successors are duly elected and qualified. There are no family relationships among any of the Company's newly appointed or existing directors and officers. Except pursuant to the Stock Purchase Agreement, there are no arrangements or understandings between the newly appointed directors and officers and any other persons pursuant to which they were selected as directors and officers. There has been no transaction, nor is there any currently proposed transaction, between any newly appointed director or officer and the Company that would require disclosure under Item 404(a) of Regulation S-K. Biographical Information: John Hartman. Mr. Hartman, age 52, organized Gadsden and has served as its chief executive officer and a member of its board since its formation in August 2016. Mr. Hartman has a 30-year career in commercial real estate and finance. Over the most recent five years, Mr. Hartman has held leadership roles at private real estate firms including institutionally backed private equity real estate funds, where he managed capital formation, due diligence, underwriting and acquisitions. From April 2015 through June 2016, Mr. Hartman served as the chief executive officer of Landwin Realty Trust, Inc. From March 2014 to April 2015, Mr. Hartman was a managing director and equity partner of Republic Capital Partners, a commercial real estate merchant bank, where he oversaw the investor marketing and capital formation activities, including deal sourcing and negotiation. In August 2011 through March 2014, Mr. Hartman served as a managing director of Astrum Investment Management, a $50 million private equity real estate fund focused on C-credit middle market industrial sale/leasebacks. From March 2010 to August 2011, Mr. Hartman provided consulting services and acted as chief operating officer for the Sagres Company, which focused on the acquisition of distressed debt. In 2009 to 2010, Mr. Hartman held the position of chief financial officer for Global Facilities Development, a national commercial real estate development and site selection company, focused on historical rehabilitations for high-tech reuse, primarily data centers. He has also served as president and CEO of for Silverado Financial (SLVO), a publicly traded real estate finance company. Mr. Hartman also served as senior vice-president of 1st Cleveland Securities, a high-net-worth investment advisory firm that was acquired by NEXT Advisors, a family office advisory company, where Mr. Hartman continued to serve as president. Mr. Hartman holds a B.S. from San Jose State University and an M.B.A. from California Coast University. Mr. Hartman is a licensed real estate broker in California and Arizona. Mr. Hartman is the chair of Gadsden's Investment Committee. Mr. Hartman was selected to serve on the board due to his expertise in the real estate industry. George Bell. Mr. Bell, age 64, has served as Gadsden's director of Operations from formation until May, 2018, when he became its chief operating officer. Previously, Mr. Bell worked with Memory Matters, since 2015. Memory Matters focuses on the development of facilities dedicated to the control and remission of Alzheimer's. Prior to that, in 2014, Mr. Bell was chief operating officer for Talk Media TV where he was responsible for implementing day-to-day operations, compliance, sales, personnel and business development. He was Regional Manager for Fort Sill National Bank, from 2003 through 2014, and prior to that worked with Mr. Hartman as his chief operating officer of Next Advisors where he was responsible for oversight of compliance, reporting, cost containment, financial oversight, audit, and securities reporting. Mr. Bell was Head of Insurance Services for First Cleveland Securities and has extensive experience with human resources, health insurance, D&O/E&O insurance, the structuring of medical savings accounts, and 401k retirement plans. Scott Crist. Mr. Crist, age 50, has served as Gadsden's chief financial officer since December 2017. Mr. Crist brings over twenty-five years of finance and accounting experience in real estate investment, land development, residential, multi-family and commercial real estate. From September 2013 until February 2017, Mr. Crist was the finance director with the M3 Companies, a master planned community real estate developer managing projects in Arizona, Colorado and Idaho. His responsibilities included directing the finance and accounting operations of the company. From January 2011 until December 2012, Mr. Crist was Controller for Professional Equity Management, a real estate and asset management company with a diverse portfolio of multi-family and commercial properties throughout the United States. Mr. Crist has also held various director and controller level financial positions with the Lyle Anderson and affiliate Companies, a world recognized master planned community developer with projects in Arizona, New Mexico, Hawaii and the United Kingdom. Mr. Crist spent nine years with Desert Mountain Properties, a Lyle Anderson 8,000-acre master planned community with six Jack Nicklaus championship golf courses and five award winning club houses. Mr. Crist is an accomplished forward planner experienced in managing financial, operational and economic risk with specialized skills focused on profitability, development and growth strategy. Mr. Crist has earned a Master of Arts degree in Business from Webster University and a Bachelor of Science in Business Administration with a minor in Finance from Northern Arizona University. Brian Ringel. Mr. Ringel, age 40, has served as Gadsden's corporate controller since February 2018. Mr. Ringel is a certified public accountant with over 15 years of experience in public accounting, audit and SEC regulatory compliance. Prior to joining Gadsden, from June 2011 until January 2018, Mr Ringel was Vice-President of Finance and Controller for American Standard Energy, where he managed all functions of finance, accounting and reporting for the publicly traded energy company. From June 2008 until May 2011, Mr. Ringel was Audit Manager at Grant Thornton, and international accounting and consulting firm, where he worked with both public and private companies in multiple different industries across the U.S. Prior to joining Grant Thornton, Mr. Ringel was an Associate and then was promoted to Audit Manager at KPMG a global accounting firm. Mr. Ringel holds a Master's degree in Accounting from Brigham Young University as well as a BS in Accounting from Brigham Young University. James Walesa. Mr. Walesa, age 58, has served as the vice chairman of Gadsden's board of directors since May 2018 and was the chairman from formation to that date. Mr. Walesa has more than three decades of experience in financial services with an emphasis on the real estate and energy industries. In 1988, Mr. Walesa founded the Asset Management & Protection Corporation, where he currently serves as its Principal, a position he has held since 1988. AMPC currently manages over $500 million in investor assets. Mr. Walesa and AMPC clients provide startup capital for energy and real estate related companies. Since November 2000, Mr. Walesa has been a registered representative with Triad Advisors, Inc., an SEC registered broker dealer that is owned by Ladenburg Thalmann Financial Services, Inc. Mr. Walesa has provided services related to tax free 1031 real estate exchanges for the prior 12 years. Mr. Walesa entered the energy industry in 1992 in the Permian Basin. He and some of his clients were original investors in Basic Energy Services, Inc. (NYSE: BAS) and Southwest Royalties, Inc., now part of Clayton Williams Energy, Inc. (NYSE: CWE). Mr. Walesa started his career as a registered representative for First Investors where he became the youngest vice president in firm history at age 26. Mr. Walesa previously served on the advisory board of NASDAQ-traded Bank Financial Corp. (NASDAQ: BFIN) and currently serves as the chairman of the board of Citadel Exploration, Inc. (NASDAQ: COIL) and a member of the boards of Caerus Hospitality, LLC and AmpliSine Labs LLC. He was the Chicago chairman for the National Multiple Sclerosis Society and is a member of the Alzheimer's Alois Society in recognition of his leadership and support of the Alzheimer's Association to prevent and cure dementia related disease. Mr. Walesa received a B.S. in Business Administration from Rockford University. Mr. Walesa is a member of Gadsden's Investment Committee. Mr. Walesa was selected to serve on the board due to his expertise in the real estate industry and his investment and capital market experience. Jay Gratz. Mr. Gratz, age 64, has served as a member of Gadsden's board of directors since January 2017. Mr. Gratz has served as the chief financial officer of VisTracks, Inc., an application enabling platform service provider, since March 2010, and a director of such company since April 2010. Mr. Gratz was a partner in Tatum LLC, a national executive services and consulting firm that focuses on the needs of the office of the CFO between February 2010 and March 2010. From October 2007 through February 2010, Mr. Gratz was an independent consultant. From 1999 through October 2007, Mr. Gratz served as executive vice president and chief financial officer of Ryerson Inc., a publicly traded company that processes and distributes metals. At Ryerson, Mr. Gratz also served as president of Ryerson Coil Processing Division from November 2001 until October 2007. Mr. Gratz served as vice president and chief financial officer of Inland Steel Industries, a steel company, from 1994 through 1998, and served in various other positions, including Vice President of Finance, within that company since 1975. Mr. Gratz serves on the board of directors of Trex Company, Inc. and Samuel Son and Company Limited. Mr. Gratz is a Certified Public Accountant. He received a B.A. degree in economics from State University of New York in Buffalo and a Master's degree in Management degree from Northwestern University Kellogg Graduate School of Management. Mr. Gratz is the chair of Gadsden's Audit Committee and a member of its Compensation Committee. Mr. Gratz was selected to serve on the board due to his corporate finance experience. B.J. Parrish. Mr. Parrish, age 47, has served as a member of Gadsden's board of directors since Gadsden's formation. Mr. Parrish has served as the chief financial officer and secretary of Cibolo Creek Partners, LLC, a Delaware limited liability company, since 2005 and a Director since 2013. Mr. Parrish is responsible for the financial management of Cibolo and the 12 limited partnerships of which it serves as general partner. Mr. Parrish is also instrumental in the raising of capital through both the equity and debt markets for all of Cibolo's investment ventures. Prior to Cibolo, Mr. Parrish served as the vice president of Cibolo's predecessor company, Midland Red Oak Realty Inc., where he was involved in the formation of a $100 million credit facility, as well the acquisition and disposition of over $200 million worth of commercial real estate assets across the Southwest United States. Prior to Midland Red Oak Realty Inc., Mr. Parrish was a financial analyst and a manager of investor relations with Southwest Royalties, Inc., a privately held oil and gas exploration and production company. Mr. Parrish also serves on the board of directors of Memory Care America, an Alzheimer's and dementia residential care operating company with facilities in Texas, Arkansas, and Florida. Mr. Parrish received a B.B.A. in finance and an M.B.A., both from the University of Texas Permian Basin. Mr. Parrish is a member of Gadsden's Nominating and Corporate Governance Committee and its Audit Committee. Mr. Parrish was selected to serve on the board due to his expertise in the real estate industry. Robert G. Watson, Jr. Mr. Watson, age 42, has served as a member of Gadsden's board of directors since November 2016. Mr. Watson is the chief executive officer of Pass Creek Resources, LLC, a privately-owned oil and gas exploration and production company. From December 2010 to February 2017, Mr. Watson served as President, chief executive officer, Secretary, and director of EnerJex Resources, Inc. (NYSEMKT: ENRJ). While at EnerJex, Mr. Watson managed all aspects of the business including the execution of two strategic mergers, asset opportunity evaluation and strategy implementation, the generation of grassroots oil and gas prospects, valuation of multiple asset acquisition opportunities, evaluation of multiple strategic corporate opportunities, execution of non-core asset divestitures, and the execution of multiple private and public market financings and various other public market transactions. In 2013, Mr. Watson was named in Oil and Gas Investor magazine's inaugural top 20 rising E&P stars under 40 list. In 2008, Mr. Watson founded Black Sable Energy, LLC to generate and develop conventional tight oil reservoirs in South Texas with a focus on driving economics with completion technology. During his tenure at Black Sable, Mr. Watson was responsible for that company's generation and development of two grassroots tight oil projects, both of which were joint ventured with larger oil and gas companies. In 2006, Mr. Watson founded Centerra Energy Partners, focused on forming drilling partnerships to pursue natural gas prospects in the gulf coast region of South Texas. Prior to starting in the oil business, Mr. Watson worked in the private equity and investment banking businesses. From 2000 to 2006, Mr. Watson was a Senior Associate at American Capital, Ltd. (NASDAQ: ACAS), a publicly traded private equity firm and global asset manager with more than $75 billion of total assets under management. While at American Capital, Mr. Watson participated in the execution and management of 12 different debt and equity investments totaling $200 million of invested capital. American Capital increased its assets under management from $600 million to $6 billion during Mr. Watson's tenure. Mr. Watson began his career in the Energy Investment Banking Group at CIBC World Markets in Houston. Mr. Watson has also served as a director on the board of Network for Medical Communications and Research, LLC and Consolidated Utility Services, Inc. Mr. Watson holds a B.B.A. with a concentration in finance from Southern Methodist University. Mr. Watson is chair of Gadsden's Nominating and Corporate Governance Committee and a member of its Compensation Committee. Mr. Watson was selected to serve on the board due to his experience in all aspects of the administration of emerging companies and public companies. About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) founded in 1980, is transitioning from its former business as a skin health company to a company focused on real estate development and asset management, concentrating primarily on investments in high quality income producing assets, hotel and resort developments, residential developments and other opportunistic commercial properties. The company is headquartered in New York. FC Global reported a net loss attributable to common stockholders and participating securities of $4.66 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders and participating securities of $19.38 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, FC Global had $4.80 million in total assets, $4.81 million in total liabilities, and a total stockholders' deficit of $12,000. Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, 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 has incurred net losses for each of the years ended Dec. 31, 2018 and 2017 and has not yet generated any significant revenues from real estate activities. As of Dec. 31, 2018, there is an accumulated deficit of $139.7 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FIVE STAR SENIOR: ABP LLC Has 35.4% Stake as of April 1 ------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Five Star Senior Living Inc. as of April 1, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- ABP Acquisition LLC 17,999,999 35.4% ABP Trust 17,999,999 35.4% Adam D. Portnoy 18,162,999 35.7% Mr. Portnoy is a managing trustee of Senior Housing Properties Trust, which owns 4,235,000 Common Shares. He is also an executive officer of The RMR Group LLC, a Maryland limited liability company, the manager of SNH. However, Mr. Portnoy and RMR LLC may not act to vote or sell the 4,235,000 Common Shares owned by SNH without authorization of the board of trustees of SNH, which is comprised of five trustees. Mr. Portnoy expressly disclaims any beneficial ownership of the Common Shares beneficially owned by SNH. The principal business of ABP LLC is to engage in any activity or business which may be lawfully carried on by a limited liability company organized under the Maryland Limited Liability Company Act, including investing in securities of public and private corporations. The sole director and president of ABP LLC is Mr. Portnoy. The present principal occupation for Mr. Portnoy is director of ABP LLC and officer, trustee and/or director of other affiliated entities. The principal business of ABP Trust is to engage in any activity or business which may be lawfully carried on by a statutory trust organized under the Maryland Statutory Trust Act, including investing in securities of public and private corporations. The sole trustee and president of ABP Trust is Mr. Portnoy. The present principal occupation for Mr. Portnoy is trustee of ABP Trust and officer, trustee and/or director of other affiliated entities. Transaction Agreement On April 1, 2019, the Issuer and Senior Housing Properties Trust, a Maryland real estate investment trust ("SNH"), entered into a transaction agreement, pursuant to which SNH and the Issuer agreed to modify their existing business arrangements. Among other things, the Issuer agreed, effective Jan. 1, 2020 (or Jan. 1, 2021 if extended under the Transaction Agreement), subject to approval by the Issuer's stockholders, to issue to SNH such number of Common Shares as is necessary to cause SNH, together with SNH's then owned Common Shares, to own approximately 34% of the Common Shares post-issuance, and SNH will declare a pro rata distribution to holders of SNH's common shares of beneficial interest of the right to receive, and the Issuer will issue on a pro rata basis to such holders, a number of Common Shares which equals approximately 51% of the Common Shares post-issuance; the noted percentage ownership amounts are post-issuance, giving effect to both share issuances, and those share issuances are referred to in this Schedule 13D as the "Share Issuances." The Share Issuances and other Restructuring Transactions are subject to conditions, including, among others: (1) approval of the Share Issuances by at least a majority of the votes cast, in person or by proxy, by the holders of outstanding Common Shares at any meeting of the Issuer's stockholders held for that purpose; (2) the receipt of all Required Licenses and any other third party consent or approval required for the consummation of the Restructuring Transactions; (3) the effectiveness of the registration statement on Form S-1 to be filed by the Issuer with the SEC, to register the Common Shares to be issued pursuant to the Share Issuances; and (4) approval by The Nasdaq Stock Market LLC of the listing of the Common Shares to be issued pursuant to the Share Issuances, subject to official notice of issuance. Pursuant to a voting agreement that ABP Trust entered into on April 1, 2019 with the Issuer, ABP Trust has agreed to vote, on behalf of ABP LLC, all the Common Shares that ABP LLC beneficially owns in favor of approval of the Share Issuances at any meeting of the Issuer's stockholders held for that purpose. As of April 1, 2019, the 17,999,999 Common Shares that were owned by ABP LLC represented approximately 35.4% of the outstanding Common Shares. The regulatory filing is available for free at the SEC's web site at https://is.gd/1PkAp2. About Five Star Senior Headquartered in Newton, Massachusetts, Five Star Senior Living Inc. -- www.fivestarseniorliving.com -- is a senior living and healthcare services company. As of Dec. 31, 2018, Five Star operated 284 senior living communities with 32,106 living units located in 32 states, including 208 communities (22,250 living units) that it owned or leased and 76 communities (9,766 living units) that it managed. These communities include independent living, assisted living, continuing care retirement communities and skilled nursing communities. Five Star Senior incurred a net loss of $74.08 million in 2018, following a net loss of $20.90 million in 2017. As of Dec. 31, 2018, the Company had $405.62 million in total assets, $229.69 million in total current liabilities, $104.76 million in total long-term liabilities, and $71.16 million in total shareholders' equity. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit of $292.6 million. This raises substantial doubt about the Company's ability to continue as a going concern. "We face increased competition across the senior living industry, including in specific markets in which we operate senior living communities. Medical advances and healthcare services also allow some potential residents to defer the time when they require the special services available at our communities. In addition, low unemployment in the United States combined with a competitive labor market within our industry are increasing our employment costs. These challenges are currently negatively impacting our revenues, expenses, cash flows and results from operations, and we expect these challenges to continue at least through 2019," the Company said in its 2018 Annual Report. GNC HOLDINGS: Adds New Member to Board of Directors --------------------------------------------------- Pursuant to that certain Stockholders Agreement, entered into as of Nov. 7, 2018, the Board of Directors of GNC Holdings, Inc., upon designation by Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the People's Republic of China, and based on the recommendation of the Board's Nominating and Corporate Governance Committee, appointed Michele S. Meyer to the Board, effective April 8, 2019. The Board had previously adopted resolutions to increase the size of the Board to eleven members and Ms. Meyer has been appointed to fill a resulting vacancy. Ms. Meyer currently serves as president and senior vice president of the snacks operating unit, a $2 billion enterprise within General Mills, a Minneapolis based Fortune 500 global foods company. Ms. Meyer joined General Mills in 1988, and has held key leadership roles during her 30 years of service, including as president and senior vice president, and as Business Unit Director, vice president, of other units within General Mills. The Company also entered into an Indemnification Agreement and Confidentiality Agreement with Ms. Meyer. The Indemnification Agreement provides for indemnification and advancement of litigation and other expenses to Ms. Meyer to the fullest extent permitted by law for claims relating to her service to the Company or its subsidiaries. The Board has determined that Ms. Meyer meets the Designee Qualifications set forth in the Stockholders Agreement. About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. As of Dec. 31, 2018, GNC had approximately 8,400 locations, of which approximately 6,200 retail locations are in the United States (including approximately 2,200 Rite Aid licensed store-within-a-store locations) and franchise operations in approximately 50 countries. GNC Holdings reported net income of $69.78 million for the year ended Dec. 31, 2018, compared to a net loss of $150.26 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, GNC Holdings had $1.52 billion in total assets, $1.54 billion in total liabilities, $98.80 million in preferred stock, and a stockholders' deficit of $114.31 million. * * * As reported by the TCR on Nov. 15, 2018, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Pittsburgh-based vitamin and supplement retailer GNC Holdings Inc. and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Feb. 14, 2018. "The affirmation reflects our belief that GNC's capital structure remains unsustainable over the long term in light of its current operating performance, including its cash flow generation, because of increased competitive threats amid the ongoing secular changes in the retail industry. GRAFTECH INTERNATIONAL: S&P Hikes ICR to 'BB-'; Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating and secured term loan rating on U.S.–based graphite electrode manufacturer GrafTech International Ltd. to 'BB-'from 'B+'. The '3' recovery rating is unchanged. GrafTech prepaid $100 million in debt in the first quarter of 2019, and has $112.5 million in annual term loan amortization payments. The company also signed new long-term agreements (LTAs) at favorable prices in the first quarter of 2019. These new contracts, for 40,000 metrics tons (mt) of graphite electrode, combined with existing contracts, should help lock in about $700 million in EBITDA per year through 2021, according to S&P. "Our upgrade primarily reflects our expectation for better earnings visibility and for debt leverage to remain no higher than the company's target maximum of 2x-2.5x as it balances out debt repayments and shareholder returns," S&P said. The rating agency also expects higher needle coke costs limiting capacity additions and low import risk to support favorable graphite electrode market conditions, as evidenced by the terms of GrafTech's take-or-pay contracts through 2023. The stable outlook reflects S&P's expectation that GrafTech's credit metrics will remain steady as the company benefits from favorable take-or-pay contracts and maintains a more conservative financial policy. The rating agency expects stable operating performance to lead to adjusted debt to EBITDA in the 2x area over the next 12 months. "We could lower our ratings if the company were to pursue additional debt-financed shareholder-friendly activities or if graphite electrode market conditions deteriorate. In this scenario, debt leverage could move well beyond 3x while contract renewals put operating margins at risk through lower realized prices," S&P said. "While unlikely, we could raise our ratings if Brookfield were to significantly reduce its ownership and GrafTech maintained strong cash flow and modest debt leverage. In this scenario, we would expect the financial sponsor's equity stake to be less than 40% and the company's adjusted debt to EBITDA to remain at less than 2x," the rating agency said. GrafTech researches, develops, manufactures, and sells graphite-based products worldwide. It offers ultra-high power (UHP) graphite electrodes, which are key components of the conductive power systems used to produce EAF steel. The company operates three graphite electrode facilities in Europe and Mexico with total capacity of 202,000 mt in 2018. GrafTech also operates a vertically integrated petroleum needle coke facility in Texas. The company was founded in 1886 and is headquartered in Brooklyn Heights, Ohio. GRANT STREET: Trustee Seeks to Hire Demeo LLP as Counsel -------------------------------------------------------- Anne J. White, the Chapter 11 Trustee of The Grant Street, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Demeo LLP, as counsel to the Trustee. The Trustee requires Demeo LLP to: a. assist, advise, and represent the Trustee in any investigation of the acts, conduct, assets, liabilities and financial conditions of the Debtor, and direct the activities of accountants and other professionals that are employed by the Trustee; b. assist, advise and represent the Trustee with respect to the allowance or disallowance of any claims filed against the Debtor's estate; c. assist, advise and represent the Trustee with respect to the preparation of any litigation that may be necessary to recover estate assets and any other matters relevant to the bankruptcy proceedings; d. assist, advise and represent the Trustee in connection with any other matters that may be necessary and appropriate in the administration of the bankruptcy case. Demeo LLP will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Anne J. White, partner of Demeo LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Demeo LLP can be reached at: Anne J. White, Esq. DEMEO LLP, 200 State Street Boston, MA 02109 Tel: (617) 263-2600 Fax: (617) 263-2300 About The Grant Street The Grant Street, LLC, based in Sudbury, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 18-42074) on Nov. 6, 2018. In the petition signed by David J. Howe, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Elizabeth D. Katz oversees the case. Daniel W. Murray, Esq., at The Law Offices of Daniel W. Murray, serves as the Debtor's bankruptcy counsel. GREGORY GILBERT: $853K Sale of Tahoe Property to Pinands Approved ----------------------------------------------------------------- Judge Bruce T. Beesley the U.S. Bankruptcy Court for the District of Nevada authorized Gregory L. Gilbert and Rebekah E. Gilbert to sell the real property located at 1115 Big Pine Court, Tahoe City, California to Christopher Joseph Pinand and Renee Pinand for $852,700, cash. A hearing on the Motion was held on March 20, 2019 at 2:00 p.m. The sale is "as is," without warranties or representations, and free and clear of all liens, claims, interests and/or encumbrances. The $852,700 in sales proceeds will be disbursed directly from escrow to pay the secured claim against the property and the Debtors' costs of sale, including real estate agent commissions and title/escrow fees and the remaining net proceeds will be paid to the Debtors. The Debtors will be required to deposit and segregate the sale proceeds in a new DIP bank account. The Debtors may not access or use the sale proceeds, unless authorized by future order of the Court. Upon entry of the Order, the Secured Creditor, by and through its counsel of record, will provide an updated formal, written payoff demand to the Debtors, the Debtors' counsel and the designated escrow officer with respect to Creditor's Claim. The Secured Creditor's claim will be paid in full, directly from escrow from the proceeds of the sale as a first position secured creditor in accordance with the terms and provisions of its payoff demand provided. The Secured Creditor's claim secured by the Big Pine Property, including those amounts specified in any payoff demand provided, will be undisputed. If the Debtors dispute any amounts set forth in any payoff demand provided by Creditor, the Debtors will be required to identify what amounts are in dispute in writing at least 24 hours prior to any close of escrow. Further, the Debtors will immediately release to Creditor any and all funds not alleged to be disputed, and hold and reserve in escrow the amount disputed, along with the remaining excess sale proceeds over and above Creditor payoff demand pending the release of any such Disputed Amount pursuant to written stipulation between the parties submitted to escrow without further order of the Court, or pursuant to Order of the Court after notice and hearing. Further, the Creditor's lien will immediately attach to the sale proceeds with the same force and effect, and in the same priority, validity and scope as its lien with respect to the Subject Property, and Creditor's claim will continue to accrue interest at its per diem rate and fees and costs in any payoff demand provided until said claim is paid off in full. Prior to any scheduled closing of escrow, the counsel for Creditor will be authorized to obtain a copy of the estimated HUD-1 Settlement/Closing Statement for review and approval. The Secured Creditor will retain the right to require an updated payoff demand prior to any close of escrow to ensure its claim is paid in full. The Creditor preserves the right to seek a motion for relief from the automatic stay in the event the sale is not consummated for any reason. As provided by Fed. R. Bankr. P. 6004(h), 6006(d) and 7062, the Order will be effective and enforceable immediately upon entry. Notwithstanding Bankruptcy Rules 6004(h), the Court expressly finds that there is no just reason for delay in the implementation of the Order and expressly directs entry of judgment as set forth therein. Gregory L. Gilbert and Rebekah E. Gilbert sought Chapter 11 protection (Bankr. D. Nev. Case No. 18-50772) on July 17, 2018. The Debtor tapped Kevin A. Darby, Esq., at Darby Law Practice, Ltd., as counsel. Counsel for the Debtor: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. E-mail: kad@darbylawpractice.com H.T.O. ARCHITECT: Seeks to Hire Macco & Stern as Legal Counsel -------------------------------------------------------------- H.T.O. Architect, PLLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Macco & Stern, LLP as its legal counsel. The firm will provide these services in the Debtor's Chapter 11 case: a. advise the Debtor of its powers and duties in the continued management and operation of its business and property; b. negotiate with creditors in formulating a plan of reorganization and take all necessary steps to confirm the plan, including negotiations to get financing for the plan and the Debtor's continued operations; c. prepare reports, complaints and other legal documents; and d. appear before before the bankruptcy court, appellate courts and the Office of the U.S. Trustee to protect and advance the Debtor's interests. Macco & Stern will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for work-related expenses incurred. Prior to the filing of the petition, the firm received from the Debtor the sum of $30,000 as retainer and $1,717 for the filing fee. Michael Macco, Esq., a partner at Macco & Stern, assures 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 counsel can be reached at: Michael J. Macco, Esq. Macco & Stern, LLP 2950 Express Drive South, Suite 109 Islandia, NY 11749 Tel: (631) 479-2869 About HTO Architect, PLLC H.T.O. Architect, PLLC is a full-service architectural firm based in Manhattan, specializing in the design of high-rise residential, hospitality and mixed-use buildings. HTO Architect filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10915) on March 28, 2019. At the time of the filing, the Debtor estimated $1,000,001 to $10,000,000 in both assets and liabilities. Judge Martin Glenn presides over the case. Michael J. Macco, Esq., at Macco & Stern, LLP, represents the Debtor as counsel. HATSWELL FARMS: $87K Sale of 50% Interest in Wet Corn Approved -------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Hatswell Farms, Inc.'s sale of its one-half interest in 174,829 bushels of dry corn equivalent to David Wendel for $87,414.50. The Sale Hearing was held on March 18, 2019 at 9:00 a.m. The sale is free and clear of all liens, claims, and encumbrances. All Claims, if any, will attach to the proceeds of the sale. The other one-half interest in the Wet Corn is owned by Keast Enterprises, Inc. The auction resulted in a winning bid by the Buyer for the Wet Corn of $174,829. Hatswell’s one-half interest results in a purchase price for Hatswell's interest in the Wet Corn of $87,414.50. The purchase price of $174,829 for the Wet Corn is currently being held in Spencer's auction escrow account. Pursuant to the Wet Corn Purchase Agreement, the Buyer must remove the Wet Corn from its current locations prior to June 1, 2019. The closing will occur no later than April 15, 2019. At Closing, Spencer will transfer $87,414.50 from the Wet Corn sale proceeds in Spencer's auction escrow account to the controlled Cash Collateral Account. Notwithstanding Bankruptcy Rule 6004(h), the Sale Order will take effect immediately upon entry, and Debtor may close the transaction by April 15, 2019. About Hatswell Farms Hatswell Farms, Inc., is an Iowa corporation engaged in farming operations including miscellaneous crop farming. Hatswell Farms, Inc., filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 18-00859) on April 17, 2018. The Debtor is represented by Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C. JT Korkow d/b/a Northwest Financial Consulting, is its financial advisor. At the time of filing, the Debtor estimated $1 million to $10 million in assets and liabilities. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HEFLIN, AL: S&P Cuts GO Warrant Ratings to 'BB+' on Weak Liquidity ------------------------------------------------------------------ S&P Global Ratings lowered its underlying rating (SPUR) to 'BB+' from 'A' on Heflin, Ala.'s series 2015 general obligation (GO) warrants and series 2011 GO refunding warrants. The outlook is negative. "The downgrade reflects our view of precipitous deterioration in Heflin's financial metrics, including a drastic reduction in liquidity to levels we consider very weak," said S&P Global Ratings credit analyst Karolina Norris. The negative outlook reflects S&P's view of Heflin's very weak budgetary flexibility and its very weak liquidity position that is extremely narrow on a nominal basis, which leaves the city's finances particularly exposed to any revenue and expenditure fluctuations. ICONIX BRAND: UBS Group AG Reports 9.9% Stake as of March 31 ------------------------------------------------------------ UBS Group AG (for the benefit and on behalf of the UBS Asset Management division of UBS Group AG) disclosed in its most recent filing with the Securities and Exchange Commission that as of March 31, 2019, it beneficially owns 988,189 shares of common stock of Iconix Brand Group, Inc., representing 9.9 percent of the Shares outstanding. In accordance with SEC Release No. 34-39538 (Jan. 12, 1998), this filing reflects the securities beneficially owned by the UBS Asset Management division of UBS Group AG and its subsidiaries and affiliates on behalf of its clients. This filing does not reflect securities, if any, beneficially owned by any other division of UBS Group AG. A full-text copy of the Schedule 13G/A is available for free at https://is.gd/bye22H About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. As of Dec. 31, 2018, the Company's brand portfolio includes Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $100.5 million for the year ended Dec. 31, 2018, following a net loss attributable to the Company of $489.3 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $632.07 million in total assets, $743.7 million in total liabilities, $34.13 million in redeemable non-controlling interests, and a total stockholders' deficit of $145.73 million. IG INVESTMENTS: S&P Lowers ICR to B-' on Debt-Funded Dividend ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based IT staffing firm IG Investments Holdings LLC (d/b/a Insight Global) and issue level rating to 'B-' from 'B'. Insight Global plans to pay a $340 million dividend to its financial sponsors, using proceeds from $30 million of add-on first-lien debt, cash on hand, and a new (unrated) $295 million second-lien notes. The proposed transaction will weaken credit metrics, according to S&P. "The downgrade reflects deterioration in the company's credit metrics because of the proposed debt-funded dividend, and our expectation that credit metrics will remain weak given the company's aggressive financial policy and appetite for debt-funded dividends," S&P said. The proposed dividend comes less than a year after a dividend recapitalization in May 2018 and will be the fifth distribution over the past five years, and the rating agency expects this trend to continue. Although S&P expects Insight Global to generate good growth and positive free operating cash flow (FOCF) over the next 12 months, the rating agency believes the company's increased debt burden could limit its flexibility in an economic downturn. Pro forma for the proposed transaction as of Dec. 31, 2018, adjusted leverage increased to 7.1x from 5.8x and adjusted FOCF to debt declined to 2% from 5.8%. S&P expects modest deleveraging to the mid- to high-6x area at the end of this year and a decline to the low- to mid-6x area in 2020. S&P also forecasts adjusted FOCF to debt of 2.4% in 2019 and 3% in 2020. The rating agency expects that the ongoing high demand for IT talent will support revenue and EBITDA growth sufficient to enable the company to maintain adequate liquidity and generate modest FOCF despite annual interest expense increasing by roughly $48 million. Insight Global has a niche market position in the highly competitive, fragmented, and cyclical IT staffing industry. The company faces intense competition from the IT divisions of well-capitalized general staffing firms, which cross-sell IT personnel services to their clients. Unlike some of its peers, Insight Global has limited international presence with only one of its forty-nine offices outside the U.S. The company also has notable client concentration, with its top five clients contributing about 20% of revenues, and little end-market diversity, with its IT segment accounting for about 85% of revenues. Nevertheless, revenue growth at Insight Global remains higher than its peers', growing in the mid- to low-double-digit percentage range over the past three years. Its diversification into accounting, finance, and engineering staffing, government services, and managed services has increased the company's addressable market and contributes to the its overall growth. S&P believes that Insight Global will continue to exhibit good revenue growth over the next 12 months, thanks to the increasing demand for a flexible work force and to low unemployment rates. The stable outlook reflects S&P's belief that the company's debt leverage will remain high, in the mid-6x area, because of its financial sponsor ownership and debt-funded dividend return strategy. S&P expects the increasing demand for flexible work and temporary staffing will result in mid- to high-single-digit percentage revenue growth over the next 12 months and stable EBITDA margin. Additionally, the rating agency expects that the company will generate modest FOCF and maintain adequate liquidity to fund its working capital, capital expenditures, and term loan amortization despite the increase in debt leverage and interest expense. "We could lower the rating if the company pursued additional debt-financed distributions results in negative FOCF or constrained liquidity. This could also occur as a result of increased competitive pressures or an economic downturn that leads to weaker demand for the company's temporary staffing services," S&P said. "We view an upgrade as unlikely given the company's appetite for debt-financed dividends. However, any upgrade would be dependent on the company reducing leverage below 6x on a sustained basis, with a commitment to a less aggressive financial policy. We could also raise the rating if the company meaningfully diversifies its business lines while continuing to generate good revenue growth and FOCF," S&P said. INFORMATICA LLC: Moody's Affirms B2 CFR on $388MM Dividend Issuance ------------------------------------------------------------------- Moody's Investors Service affirmed Informatica LLC's existing ratings, including the B2 Corporate Family Rating (CFR), and the B1 and Caa1 ratings for the company's 1st lien credit facilities and senior unsecured notes, respectively. The outlook is stable. The ratings affirmation follows the company's plans to issue a dividend of $388 million to shareholders which will be financed with $125 million of new add-on term loan B and cash on hand. RATINGS RATIONALE Moody's estimates that Informatica's total debt to EBITDA (including change in deferred revenues and Moody's standard analytical adjustments) will increase by 0.3x to about 7x pro forma for the increase in debt to fund the dividend. Informatica delevered significantly in 2018 from solid subscription revenue growth that led to improving profitability. Moody's expects Informatica's revenues to grow by at least 10% over the next 12 to 18 months driven by strong growth in subscription revenues and high software maintenance retention rates. The affirmation of the ratings reflects Moody's expectation that Informatica's free cash flow will grow from about 6% of total debt in 2019, to the high single digit percentages in 2020, and leverage will decline to the mid 5x by mid-2020, assuming debt does not increase. Informatica has very good liquidity comprising cash balances, projected free cash flow and access to an undrawn $150 million revolving credit facility. The B2 CFR is constrained by Informatica's high financial leverage and Moody's view that financial risk tolerance will remain high under financial sponsor ownership, precluding sustained deleveraging despite strong adjusted EBITDA growth. Informatica's focus on transitioning its legacy on-premise software sales to subscription-based software could pressure cash flow from operations, although Moody's expects the company to benefit over time from greater revenue stability. Informatica's operating performance has benefited from improved sales execution, robust information technology spending and good demand for data management software related to digital transformation projects in the enterprise segment. The company has made good progress in rolling out new products that enable its customers to integrate data across multiple IT environments, but it faces a growing number of competitors beyond the legacy diversified software vendors. Informatica has leading products in multiple segments of the enterprise data management software market. Its credit profile is further supported by its good operating scale and growing recurring revenues. The stable outlook reflects Moody's expectation that Informatica will generate strong EBITDA growth and free cash flow in the mid-to-high single digit percentages of total over the next 12 to 18 months. Moody's could upgrade Informatica's ratings if the company generates sustained earnings growth and is expected to maintain free cash flow in excess of 8% of adjusted debt and total debt to EBITDA (Moody's adjusted, including change in deferred revenues) at the mid 5x or lower. Conversely, the ratings could be downgraded if weak EBITDA growth or an increase in debt cause free cash flow to fall below 5% of adjusted debt and leverage is sustained above 7x. Affirmations: Issuer: Informatica LLC Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Gtd. 1st Lien Senior Secured Term Loan B, Affirmed B1 (LGD3) Gtd. 1st Lien Senior Secured Term Loan B, Affirmed B1 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Affirmed B1 (LGD3) Senior Unsecured Global Notes, Affirmed Caa1 (LGD5) Outlook Actions: Issuer: Informatica LLC Outlook, Remains Stable Informatica is a leading independent provider of enterprise data management software and services. The company is owned by funds affiliated with Permira Advisers and Canada Pension Plan Investment Board. INLAND FAMILY: Hires Mitchell Day Law as Special Counsel -------------------------------------------------------- Inland Family Practice Center, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Mitchell Day Law Firm, PLLC, as special counsel to the Debtor. Inland Family requires Mitchell Day Law to represent and provide legal services to the Debtor in the appeal from a decision of an Administrative Law Judge, Civil Action No. 2:18cv140-JS-MTP, in the U.S. District Court for the Southern District of Mississippi, styled Inland Family Practice Center, LLC v. Alex M. Azar, II, Secretary of U.S. Department of Health and Human Services. Mitchell Day Law will be paid at the hourly rate of $250. Mitchell Day Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Julie B. Mitchell, partner of Mitchell Day Law Firm, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mitchell Day Law can be reached at: Julie B. Mitchell, Esq. MITCHELL DAY LAW FIRM, PLLC 618 Crescent Blvd, Suite 203 Ridgeland, MS 39157 Tel: (601) 707-4036 About Inland Family Practice Center Inland Family Practice Center, LLC -- http://www.inlandfamilypractice.com/-- is a privately-owned family practice clinic serving Hattiesburg and South Eastern Mississippi. Established in 2008, the Company has a state of the art facility in Hattiesburg. Inland Family Practice Center filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 19-50020) on Jan. 3, 2019. In the petition signed by Ikechukwu Okorie, sole member, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Sheehan Law Firm, PLLC, as its legal counsel, and Mitchell Day Law Firm, PLLC, as special counsel. INPIXON: Releases FAQs Regarding Locality Systems Acquisition ------------------------------------------------------------- Inpixon released on April 10, 2019, frequently asked questions regarding its proposed acquisition of Locality Systems Inc., which it made available on its website. A copy of the FAQs is as follows: Q. What is being announced? A. On April 10, 2019, Inpixon (Nasdaq: INPX) and Locality Systems announced the parties executed a non-binding term sheet for Inpixon to acquire Locality Systems Inc. Q. What Locality Systems assets are to be acquired? A. We plan to acquire all assets including products, technologies, patents, customer contracts and technology partnership agreements. Q. Who is Locality Systems and what are their products? A. Locality Systems, headquartered in a suburb of Vancouver BC Canada, was founded in 2012 by a team of wireless systems experts with extensive backgrounds in mobile and first responder technology. Locality Systems sells hardware, software and services in two main product offerings: * Visitor Analytics: Locality's visitor analytics solutions utilize a facility's existing Wi-Fi infrastructure for device detection, and they leverage Locality's proprietary cloud-based software for analysis and reporting. Optionally, users can install Locality Wi-Fi sensors which utilize proprietary firmware to deliver more precise location and more thorough device detection (e.g., one can install sensors where existing Wi- Fi signal coverage may be weak). By ascertaining visitor counts, analyzing dwell times, and visualizing visitor flow through the facility, Locality customers can better understand consumer behavior and build operational strategies that convert interest into engagement and sales. * Enhanced Video Surveillance: Most security cameras pick up only that which is visible to the eye. Locality System's enhanced video surveillance solutions enable security personnel to see the unseen - specifically, radio waves emitted by wireless devices. By correlating visual video surveillance with radio frequency (RF) detection, security personnel can improve their ability to identify potential suspects (including accomplices), and to track their movements cross-camera and even from one facility to another. It's a unique and compelling solution that addresses tough, persistent problems in the traditional video surveillance market, such as low light, lack of line-of-site, and inability to track cross-camera. The solution includes key features such as Find and Follow (tag and follow a person of interest across scenes and backward and forward in time), Rapid Search Narrowing (narrow persons of interest based on entrance of arrival, scene departure, etc. to rapidly access related camera views), Cross Scene Commonality (discover commonality between scenes independent of scene obscurities, lighting conditions, and alterations in person of interest appearance), and Cross Day Search (analyze the behavior of persons of interest across multiple days). The patent- pending technology integrates with several leading video management system (VMS) solutions, complements existing video search and facial recognition technology, and helps make existing security infrastructures more intelligent and proactive. Q. What are the potential benefits of the acquisition to Inpixon and its stakeholders? A. Inpixon and its customers and reseller partners can benefit in several ways. The transaction is expected to be accretive. As part of the acquisition, Inpixon expects to hire several tech-savvy employees and acquire two new product solutions that extend the IPA product line and IPA capabilities. We believe Locality Systems' Wi-Fi-based positioning system fits well into Inpixon's IPA Intelligence line-up as a Wi-Fi-only offering, and it can complement Inpixon's IPA Sensors. Locality Systems' enhanced video surveillance solution may be combined strategically with Inpixon's sensor fusion and video integration product enhancement initiatives to deliver a powerful Security Dome product. Inpixon may also gain multiple applied and granted patents and other intellectual property. Inpixon believes the Locality Systems solutions are highly synergistic with Inpixon's IPA offering and will be of great interest to Inpixon's current and prospective customers in government, retail, shopping malls, property management, banking/finance, schools, public venues, and other verticals. Inpixon reseller partners can benefit by expanding and differentiating their offerings to solve tough problems that can only be addressed by going beyond traditional video surveillance or Wi-Fi-only positioning. Q. What are the benefits of the acquisition to Locality Systems? A. Locality Systems will become part of a larger organization where it can leverage more breadth and depth of resources, such as, sales, marketing, development, support, and back-office functions. Locality Systems' geographic reach will be expanded significantly by leveraging Inpixon's established global reseller partner program. Both Locality Systems' visitor analytics offering and its video surveillance solutions may realize enhanced capabilities utilizing Inpixon's IPA Pod and IPA Sensor, allowing Locality Systems customers to detect more devices and to position them more accurately. Locality Systems' video surveillance solution is expected to benefit from being part of the Inpixon Security Dome, and used, for instance, to tag and follow suspect rogue wireless devices in video feeds. We expect to have the opportunity to cross-sell Locality Systems' video surveillance solutions into Inpixon's existing government customers and prospects will be substantial. Q. How will the businesses be integrated following the acquisition? A. After the acquisition, we expect that Inpixon sales representatives will immediately beginning representing Locality Systems solutions. Inpixon Authorized Partner Program (IAPP) members will also become eligible to market, resell and support Locality Systems solutions immediately upon meeting the training requirements. Locality Systems' corporate functions, such as accounting, finance, human resources, marketing, ordering, shipping, billing and support will gradually transition to Inpixon. Q. What is the product roadmap? A: The current plan is for existing Locality Systems solutions to be maintained, supported and enhanced. Inpixon also intends to pursue appropriate integration opportunities. For example, Inpixon plans to add IPA Sensor 4000 and IPA Pods to the Locality positioning and security solutions. Q. If I am a current Locality Systems customer or technology partner, do my pricing, license, support or other agreements change upon completion of the acquisition? A: All existing licensing, support and service arrangements will continue without interruption. Locality Systems customers will work with their existing support and service contacts. Q. Who shall I call for support? A: Locality Systems customers and partners should continue to contact Locality Systems for support, and Inpixon customers should contact Inpixon. Q. Where can I get more information? A: Please use the following resources for further information: - Inpixon website: https://inpixon.com - Prospective customers and partners (Inpixon and Locality Systems): https://inpixon.com/company/contact-us/general/ Note Regarding the Proposed Acquisition of Locality Systems Inpixon has not entered into a definitive agreement for the proposed acquisition of Locality Systems. Accordingly, there can be no assurance that the transaction will occur. The proposed transaction is subject to the satisfaction of due diligence, negotiating the terms of, and executing, a definitive agreement relating to the proposed transaction and obtaining and satisfying all other necessary closing conditions. Furthermore, the terms of the transaction are still subject to discussion and may be changed as a result of any material positive or adverse change to the business of either party. Accordingly, there can be no assurance that a transaction will be entered into or that the proposed transaction will be consummated on the terms as currently proposed. 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. IPS WORLDWIDE: Appointment of A. Moglia as Ch. 11 Trustee Approved ------------------------------------------------------------------ Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida approved the appointment of Alex D. Moglia as the Chapter 11 Trustee for IPS Worldwide, LLC. The approval was made pursuant to the United States Trustee's appointment of Alex Moglia as the Chapter 11 trustee for the Debtor. About IPS Worldwide IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00511) on Jan. 25, 2019. In the petition signed by William Davies, president, the Debtor estimated assets of less than $50,000 and liabilities of $100 million to $500 million. The case is assigned to Judge Karen S. Jennemann. The Debtor tapped the Law Offices of Scott W. Spradley, P.A., as its bankruptcy counsel. J CREW GROUP: Dissolves Office of the Chief Executive Officer ------------------------------------------------------------- The Board of Directors of J.Crew Group, Inc., has elected Michael J. Nicholson interim chief executive officer of the Company, effective April 11, 2019. Also on that date, the Board dissolved the office of the chief executive officer. Departure of Officer Adam Brotman has resigned as president & chief experience officer of the Company, effective as of April 19, 2019. Mr. Brotman served as president & chief experience officer from March 2018 until his resignation. Departure of Director Carrie Wheeler tendered her resignation from the Board of the Company, effective as of April 11, 2019. Ms. Wheeler served on the Company's Board since 2011. Ms. Wheeler's resignation is not due to a disagreement with the Company, the Board or management on any matter. Appointment of Director Jack Weingart was appointed to the Board of the Company, effective as of April 11, 2019. Mr. Weingart was appointed pursuant to the Amended and Restated Principal Investors Stockholders' Agreement dated as of July 13, 2017, by and among the Company, Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate Holdings B, Inc., Chinos Intermediate Inc., certain affiliates of TPG Capital, L.P. and certain affiliates of Leonard Green & Partners, L.P. and the other stockholders party thereto. The Stockholders Agreement was amended and restated in connection with the previously announced and consummated series of interrelated liability management transactions. Pursuant to the Stockholders Agreement, TPG has the right to designate at least two directors to the board of directors of Parent, which directors shall also be elected to the Board. Prior to her resignation, Ms. Wheeler was one of the two directors designated to the Board by TPG. Mr. Weingart is a representative of the Company's Sponsors. As a result, he is not individually compensated by the Company. In connection with Mr. Weingart's appointment, the Company intends to enter into an indemnification agreement with Mr. Weingart. Such Indemnification Agreement will clarify and supplement indemnification provisions already contained in the Company's Articles of Incorporation and Bylaws and, among other things, will provide for indemnification of the director to the fullest extent permitted by the laws of the state of Delaware, advancement of legal fees and expenses in connection with legal proceedings, certain procedures for determining whether the director is entitled to indemnification and dispute resolution procedures. Adoption of Special Bonus Plan On April 11, 2019, the compensation committee of the Board adopted a special bonus plan to provide select associates of the Company with employment retention incentives. The maximum aggregate amount availabile for payment under the plan is $5 million. Each participant will be eligible to receive a grant of a percentage of such participant's base salary, as determined by the Compensation Committee of the Board, in its sole discretion. Except as otherwise provided in an award, the special bonus will be earned in two equal installments on each of the last day of the Company's fiscal year in which the date of grant occurs, and the last day of the sixth month of the following fiscal year, provided that the participant remains in continued employment from the date of grant through the applicable date that each installment is earned. Except as otherwise provided in an award, the payment of the applicable installment shall be made as soon as reasonably practicable following the vesting date, but in no event later than 30 days thereafter. Exploration of Alternatives The Company, in consultation with its legal and financial advisors, announced it is actively exploring strategic alternatives to maximize the value of the Company, including a potential initial public offering of its Madewell business. About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of March 20, 2019, the Company operates 202 J.Crew retail stores, 131 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and 174 factory stores (including 42 J.Crew Mercantile stores). J.Crew Group reported a net loss of $120.07 million for the year ended Feb. 2, 2019, compared to a net loss of $123.19 million for the year ended Feb. 3, 2018. As of Feb. 2, 2019, the Company had $1.22 billion in total assets, $2.49 billion in total liabilities, and a total stockholders' deficit of $1.27 billion. JAGUAR HEALTH: Reports Q4 Net Loss From Operations of $20.7-Mil. ---------------------------------------------------------------- Jaguar Health, Inc., has issued a press release announcing fourth quarter 2019 results and current and planned commercial, educational and product development activities related to Mytesi (crofelemer), the Company's first-in-class, FDA-approved anti-secretory human prescription drug. 2018 Fourth Quarter and Year End Company Financial Results * Mytesi gross sales in the fourth quarter of 2018 were approximately $2.2 million, and Mytesi net sales were approximately $1.6 million, an increase of 71% and 77% of gross and net sales, respectively, over the fourth quarter of 2017. Total Mytesi prescription volume, which is the combination of new prescriptions and refills, as reported by IQVIA, grew 20% in the fourth quarter of 2018 versus the prior quarter, and increased 94% over the fourth quarter of 2017. Mytesi gross sales for the year ended 2018 were approximately $5.7 million, and Mytesi net sales were approximately $4.1 million, an increase of 237% and 185%, respectively year over year. In 2018, the Company's animal product research and development efforts were intentionally minimal, and Jaguar's animal-related sales were also minimal. * The total operating expense for the quarter ended Dec. 31, 2018 was $13.7 million as compared to $22.2 million for the quarter ended Dec. 31, 2017, a 38% decrease quarter over quarter. The total operating expenses for the year ended Dec. 31, 2018 was $35.2 million as compared to $38.6 million for the year ended Dec. 31, 2017. The operating expense for year end 2017 included an impairment expense of goodwill and acquired in-process research and development of $19.1 million and the fourth quarter 2017 included an impairment expense of goodwill and acquired in-process research and development impairment of $15.5 million. The fourth quarter 2018 impairment and year end 2018 impairment expense was $5.2 million. The 38% decrease in total operating expense quarter over quarter is a combination of the $10.0 million decrease in impairment expense offset by an increase of $1.6 million marketing and sales efforts operational expense in the fourth quarter enhancing the Company's Mytesi sales and marketing efforts. The annual $3.4 million operating expense decrease from 2017 to 2018 is due to a $13.9 million reduction in impairment of goodwill and acquired in-process research and development, offset by a $6.7 million in Mytesi marketing and sales headcount expense; a $1.9 million increase in cost of product revenue due to increased Mytesi sales year over year; a $0.9 million increase in clinical studies for cancer therapy-related diarrhea (CTD) and manufacturing and serialization developments; and a $1.0 million increase for general and administrative expense and support for increased sales force headcount. * The R&D expense was $1.3 million for the quarter ended Dec. 31, 2018 compared to $1.2 million for the quarter ended Dec. 31, 2017. The total R&D expense for the quarter ended Dec. 31, 2017 consisted of animal health clinical trials and regulatory expenses for the development of Canalevia for the possible indication of chemotherapy-induced diarrhea (CID) in dogs. The $1.3 million spend of R&D during the fourth quarter of 2018 represents the Company's investment in commercial manufacturing serialization requirements and enhanced manufacturing process improvements the Company is developing to reduce the cost of revenue and prepare for future pipeline projects; as well as clinical study support for cancer therapy-related diarrhea (CTD) studies. The total 2018 R&D expense was $5.2 million compared to a 2017 R&D expense of $4.3 million. This growth once again represents the Company's investment in commercial manufacturing serialization requirements and enhanced manufacturing process improvements the Company is developing for future cost reduction in manufacturing. * The sales and marketing expense for the quarter ended Dec. 31, 2018 was $2.7 million as compared to $2.1 million for the quarter ended Dec. 31, 2017. The $.6 million increase represents the Company's continued effort in selling and marketing Mytesi in the fourth quarter of 2018. The total 2018 marketing and sales spend was $9.8 million compared to $3.1 million for the year ended 2017. The $6.7 million increase represents the growth of the sales force to approximately 21 sales representatives and management; as well as an approximate $5.2 million spend in commercial marketing activities for Mytesi marketing and promotional spend. * The general and administrative expense for the quarter ended Dec. 31, 2018 totaled $3.5 million compared to $2.7 million for the quarter ended Dec. 31, 2017, a 30% increase quarter over quarter. The G&A spend of $3.5 million for the quarter ended Dec. 31, 2018 consisted of the continued G&A support functions such as audit, legal, compliance, accounting, human resources, IT, public company expense, financing and facilities. The increase in G&A quarter over quarter was primarily due to financing fees and third-party consulting fees for the support of public company regulatory reporting and financing activities. * For the fourth quarter of 2018, the net loss from operations was $20.7 million, compared to a net loss of $12.1 million in the fourth quarter of 2017. This was a 42% decrease in operating loss from operations quarter over quarter due to a 77% increase in net product revenue coupled with a 38% decrease in operating expense in fourth quarter 2018 primarily due to the $15.2 million impairment charges in fourth quarter 2017. Net loss from operations for the year ended 2018 was $30.8 million compared to a net loss from operations of $34.3 million for the year ended 2017. The $3.5 million decrease in loss is due to increased net product revenue of $2.8 million year over year coupled with decreased operating expense of $3.4 million in 2018, offset by a $2.7 million decrease in collaboration revenue in 2018 due to the termination of the animal segment collaboration agreement in January 2018. * Other Income (expense), net: A $1.2 million settlement from the Napo-Valeant purchase agreement executed in March 2016 was received in the fourth quarter of 2017 and recorded as a gain on settlement. * Income Tax Rate: The effective tax rate for the year ended Dec. 31, 2018 and 2017, respectively was zero percent, primarily as a result of the estimated tax loss for the year and the change in valuation allowance. Mytesi Commercial and Promotional Activities Updates * As announced Jan. 24, 2019, Mytesi has been added to the formulary for Florida's AIDS Drug Assistance Program (ADAP). As a result of this addition, based on data from healthcare research firm Decision Resource Group, approximately 86% of ADAP-eligible US lives now have access to Mytesi, Jaguar's FDA-approved drug product indicated for the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS on antiretroviral therapy. * Jaguar is seeking partners that share the Company's commitment to making its crofelemer anti-secretory agent available to relieve suffering across patient populations around the world. Human Pipeline Updates * As the Company recently announced, its wholly-owned subsidiary, Napo, met with the U.S. Food & Drug Administration (FDA) on March 28, 2019 to discuss the protocol for Napo's planned Phase 3 clinical trial in cancer subjects to evaluate the effects of Mytesi (crofelemer) in prevention and/or relief of cancer therapy-related diarrhea (CTD). The meeting, which included academic key opinion leaders /Napo Scientific Advisory Board members from leading oncology treatment institutions, resulted in a productive regulatory discussion about design refinements for the anticipated pivotal trial. Napo's planned next step is to continue its interactions with the FDA and incorporate the input from this dialog into the Phase 3 protocol following this very informative discussion. * In support of the Company's focus on the potential CTD indication, two ongoing investigator initiated trials (IITs) utilizing Mytesi are underway: - Enrollment is ongoing for the HALT D study at Georgetown University in breast cancer patients receiving regimens containing Herceptin and Perjeta, which is being funded by Genentech Roche, and interim results are expected to be read out in the first half of 2019. - An IIT being funded by Puma Biotechnology is evaluating the use of crofelemer in breast cancer patients receiving neratinib-containing regimens, which are reported to have extremely high rates of diarrhea. - Additionally, a third-party cancer agent manufacturer is funding Napo's implementation of a nonclinical study, which is underway to evaluate the effects of crofelemer treatment on diarrhea induced by tyrosine kinase inhibitors (TKIs) in healthy female dogs. The evaluation of crofelemer effects in dogs receiving TKIs is intended to provide additional scientific rationale and support for the use of crofelemer in providing symptomatic relief of noninfectious diarrhea in human patients receiving TKI-containing regimens in future human clinical investigations. * The Company is planning to initiate formulation and regulatory activities to support an investigational new drug application for lechlemer for the indication of cholera along with efforts to pursue a tropical disease priority review voucher from FDA for this potential indication. Cholera is an acute diarrheal illness that kills thousands of people worldwide each year due to rapid dehydration in the first few to 48 hours after infection. Lechlemer, Jaguar's second- generation anti-secretory botanical drug product candidate, is approximately one-tenth the price to manufacture as crofelemer and therefore more economically feasible than Mytesi for marketing in resource-constrained countries. Priority review vouchers are granted by the FDA to drug developers as an incentive to develop treatments for neglected diseases and rare pediatric diseases. These vouchers are transferable and, in recent transactions by other companies, have sold for $67 million to $350 million, because they provide third-party purchasers a six-month priority review with the FDA for any product candidate in development. * Napo recently approved a request for an investigator- initiated trial of crofelemer for idiopathic/functional diarrhea, and the Company's pipeline of potential follow-on indications also includes supportive care for diarrhea related to inflammatory bowel disease. Diarrhea stemming from irritable bowel syndrome is another target indication for Mytesi, for which Jaguar has completed two phase 2 studies. The chronic safety of Mytesi is an important distinguishing attribute for these possible indications. Canalevia Updates * As announced March 20, 2019, Jaguar has completed the filing with the FDA's Center for Veterinary Medicine (CVM) of the Chemistry, Manufacturing, and Controls (CMC) technical section in support of the Company's application for conditional approval of Canalevia (crofelemer delayed-release tablets) for treatment of chemotherapy-induced diarrhea (CID) in dogs. Jaguar has now completed three of the four required technical sections—the CMC, Effectiveness, and Environmental Impact technical sections—of the Company's application for conditional approval of Canalevia for CID in dogs. Jaguar anticipates filing the Target Animal Safety technical section with CVM in the second quarter of this year. With receipt of conditional approval for this indication, the Company expects to conduct the commercial launch of Canalevia for CID in dogs in the first quarter of 2020. A full-text copy of the press release is available for free at: https://is.gd/aT9svI About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Jaguar Health had $41.04 million in total assets, $26.65 million in total liabilities, $9 million in series A convertible preferred stock, and $5.38 million in total stockholders' equity. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAMIE ONE: DOJ Watchdog Seeks Ch. 7 Conversion, Trustee Appointment ------------------------------------------------------------------- Andrew R. Vara, Acting United States Trustee for Region 3, asked the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to convert the Chapter 11 case of Jamie One, LLC to Chapter 7 of the Bankruptcy Code, or in the alternative, appoint a Chapter 11 trustee for the Debtor. Mr. Vara specified that the case should be converted to Chapter 7 because the Debtor has failed to file operating reports, disclose potential Assets, disclose insider relationships and transactions, pay fees due to the United States trustee, and that the Debtor has not proceeded in good faith and in compliance with its obligations under the Bankruptcy Code. Further, Mr. Vara noted that the appointment of a chapter 11 trustee is authorized upon the showing of cause -- inclusive of fraud, dishonesty, incompetence or gross mismanagement of the debtor's affairs by current management. Based on the request, the Debtor has omitted information and/or mislead the court and interested parties in its Disclosure statement concerning its dealings with 2121 Partnership, LLC. Moreover, the Debtor has also failed to disclose relationships among the Debtor and its principal and affiliates, transfers and monies owed by affiliates and its principal to the Debtor. In addition, Mr. Vara noted that the Debtor has also made unauthorized payments to insiders post-petition and has filed a proposed Plan that improperly provides for an injunction against creditors from pursuit of claims against equity interest holders. In general, Mr. Vara believed that the Debtor has failed to meet its obligations of compliance under the Bankruptcy Code. Therefore, the Mr. Vara sought for the conversion of the case to Chapter 7 or the appointment of a Chapter 11 trustee. About Early Learning Children's Academy Early Learning Children's Academy is in the childcare center and kindergarten business. Its centers are located in Bensalem, Buckingham, Fort Washington Rising Sun and Springfield. Jamie One, LLC, doing business as Early Learning Children's Academy, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 18-17075) on Oct. 25, 2018. In the petition signed by John D. Hertzberg, member, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jean K. FitzSimon. Harry J. Giacometti, Esq. at Flaster/Greenberg, P.C., is the Debtor's counsel. JANE STREET: Moody's Affirms Issuer Rating & 1st Lien Loan at Ba3 ----------------------------------------------------------------- Moody's Investors Service affirmed Jane Street Group, LLC's Ba3 issuer rating and Ba3 senior secured first lien term loan rating. Moody's rating action follows the company's indication that it intends to upsize by $420 million its senior secured first lien term loan. Jane Street plans to use the net proceeds from the incremental debt issuance to support its growing operations, its trading capital and for general corporate purposes, said Moody's. The rating outlook is stable. Moody's has decided to withdraw its outlook on Jane Street's issuer rating and senior secured term loan for its own business reasons. Outlook Actions: Issuer: Jane Street Group, LLC Outlook, Remains Stable Affirmations: Issuer: Jane Street Group, LLC Issuer Rating, Affirmed Ba3 Senior Secured Bank Credit Facility, Affirmed Ba3 RATINGS RATIONALE Moody's said Jane Street continues to have a strongly profitable credit profile and a strong level of retained capital. However, said Moody's, the firm's rapid growth into sectors like fixed income trading and fixed income ETF market-making that are adjacent to its historical areas of core competency require careful management of incremental liquidity and market risks. Moody's said that Jane Street's growth trajectory may eventually pose a substantial leadership challenge in maintaining the firm's strong partnership-like culture, and its risk management and control processes may have to evolve at a faster rate in order to remain fully effective. Moody's said Jane Street has an inherently high level of operational and market risk in its relatively narrow market making activities, that in the event of a risk management failure, could result in severe losses and a deterioration in liquidity and funding. Jane Street is also reliant on prime brokerage relationships to ensure the appropriate functioning of some of its business activities, said Moody's. The stable outlook is based on Moody's assessment that Jane Street's credit profile will continue to benefit from the firm's strong profitability. Moody's also expects that Jane Street's leaders will continue to place a high emphasis on maintaining an effective risk management and controls framework. FACTORS THAT COULD LEAD TO AN UPGRADE - Improved quality and diversity of profitability and cash flows from development of lower-risk business activities - Reduced reliance on key prime brokerage relationships FACTORS THAT COULD LEAD TO A DOWNGRADE - Increased risk appetite or failure to effectively evolve the risk management and controls environment to meet the challenges posed by rapid growth - Adverse changes in corporate culture or management quality - Reduced profitability from changes in market or regulatory environment - Significant reduction in retained capital Jane Street was founded in 2000 and is a global liquidity provider and market maker specializing in ETFs and other products. Headquartered in New York City, Jane Street has main offices in the US, UK and Hong Kong and trades in over 40 countries on more than 200 electronic exchanges. JANE STREET: S&P Rates Sr. Sec. Term Loan Add-On 'BB-' ------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue rating on Jane Street Group LLC's $420 million add-on to its senior secured term loan B due 2022. This debt issue is incremental to the firm's existing approximately $1 billion term loan B, which will remain outstanding. The incremental debt provides additional stable funding, and S&P expects the company to use the proceeds to further expand trading capital and support liquidity. While S&P expects that this will increase trading book market risk, it has no effect on the rating agency's issuer credit rating on Jane Street. Retention of very strong earnings in 2018 substantially built up the firm's capitalization, which it has been deploying to support the expansion of its trading operations. "We believe capital is sufficient to offset the expected increase in trading book risk and maintain an S&P Global Ratings risk-adjusted capital ratio above 9%, in line with our current ratings expectations," the rating agency said. Ratings List Issuer Credit Rating BB-/Stable/-- New Rating Jane Street Group, LLC $420 mil Senior Secured due August 25,2022 BB- JTJ RESTAURANTS: Hires David W. Southwell as Accountant ------------------------------------------------------- JTJ Restaurants, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ David W. Southwell, as accountant to the Debtor. JTJ Restaurants requires David W. Southwell to provide tax advise and assist the Debtor in the preparation of the 2018 tax returns and 941. David W. Southwell will be paid based upon its normal and usual hourly billing rates. David W. Southwell will be paid a retainer in the amount of $5,000. David W. Southwell will also be reimbursed for reasonable out-of-pocket expenses incurred. David W. Southwell, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David W. Southwell can be reached at: David W. Southwell 5781-B NW 151st St. Miami Lakes, FL 33014 Tel: (305) 822-8385 About JTJ Restaurants JTJ Restaurants, Inc. and Byrd Restaurants-Royal Palm, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 19-12990 and 19-12991) on March 6, 2019. The petitions were signed by Jerome Byrd, president. JTJ Restaurants estimated $50,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by Brian K. McMahon, P.A. as counsel. KAIROS HOMES: May Use Proceeds From Sale of Springtown Assets ------------------------------------------------------------- The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas has signed an interim agreed order authorizing Kairos Homes, L.L.C., to use cash collateral in the ordinary course of its business. The Debtor is authorized to sell the properties described as: (i) 739 County Road 3696 Lot 1, Keeter Springs Addition, Springtown, TX 76082; (ii) 693 County Road 3696, Lot 3, Keeter Springs Addition, Springtown, TX 76082; and (iii) 637 County Road 3696, Lot 6, Keeter Springs Addition, Springtown, TX 76082, free and clear of all judgment liens, liens and encumbrances except money, and all unpaid ad valorem property tax liens. The Internal Revenue Service's liens now attach to the proceeds from the sale and not the real property. Brian Frazier, president of Kairos Homes, is granted authority to sign the closing and conveyance documents. The Court also ordered that all expenses are to be paid out of seller's proceeds, including all title company charges and for such additional costs of closing as the Bankruptcy Trustee or Debtor may authorize in writing and at their discretion. The Debtor is directed to submit to the Internal Revenue Service (i) a payment in the amount of $50,000 upon the closing of Lot 1; (ii) a payment in the amount of $25,000 upon the closing of Lot 3; and a payment in the amount of $87,500 upon the closing of Lot 6; for a total of $162,500 as adequate payment for the use of the cash collateral specifically from the sale of the listed properties in Springtown, Texas. Such payment will be made upon the closing of the sale of this property and made payable to the Department of Justice and sent to the U.S. Attorney's Office, 1100 Commerce St. Ste. 300, Dallas, Texas 75242. In addition, the Interim Agreed Order states that all ad valorem property taxes for year 2019 and all prior years will be paid in full at the sale closing with the liens that secure all amounts owed for any unpaid years remaining attached to the property and becoming the responsibility of the purchaser. The Debtor is allowed to use the net proceeds from the sale of the listed properties to satisfy post-petition payroll, materials, subcontractors, rent, bills and other miscellaneous expenses. The Debtors will be entitled to utilize cash collateral of the Internal Revenue Service only for ordinary business expenses, consistent with the cash flow projections of the Debtor and may exceed the line item in the cash flow projection by not more than 10% without a variance sought by the Debtor and approved by the IRS in writing (including email), or approved by order of the Court. Among other terms, the Interim Agreed Order provides that: (a) The IRS will be granted replacement liens on post-petition cash collateral and property of the Debtors, including inventory, accounts receivable, cash, cash equivalents, intangibles, and all other post-petition property of the Debtors which would constitute the IRS' prepetition collateral, including proceeds and products thereof to the same validity, extent and priority of the IRS' liens prior to the Petition Date. These liens, if any, will be in addition to the liens that the IRS had in the assets of the Debtor as of the petition date. The replacement liens will not extend to Chapter 5 causes of action and will be limited to the decline, if any, in the value of the IRS' collateral by virtue of the Debtor's use. (b) The Debtors will file all past due tax returns, if any, (including, but not limited to, income, excise, employment, and unemployment returns) within 60 days of the entry of the Interim Agreed Order and will file such return with Leo Carey, Bankruptcy Specialist, IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas, Texas 75242. (c) The Debtors will file all post-petition federal tax returns on or before the due date, and will pay any balance due upon filing of the return. (d) The Debtors will, during the pendency of this bankruptcy case, provide proof of deposit of all federal trust fund taxes within 7 days from the date on which they are deposited. (e) Upon reasonable notice, the Debtors will, during the pendency of Debtors' case, permit the IRS to inspect, review, and copy any financial records of the Debtor. A full-text copy of the Interim Agreed Order is available at http://bankrupt.com/misc/txnb18-43969-82.pdf About Kairos Homes Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In the petition signed by Brian Frazier, president, the Debtor disclosed $3,006,914 in assets and $1,116,717 in liabilities. The Hon. Mark X. Mullin oversees the case. John Park Davis, Esq., at Davis Law Firm, serves as bankruptcy counsel. KESTRA ADVISOR: Moody's Assigns B3 CFR on Proposed Financing ------------------------------------------------------------ Moody's Investors Service assigned B3 corporate family and senior secured bank credit facility ratings to Kestra Advisor Services Holdings A, Inc. The rating action follows Kestra's proposed financing following a recapitalization led by private equity firm Warbug Pincus LLC (Warbug Pincus). Moody's said Kestra's rating outlook is stable. Assignments: Issuer: Kestra Advisor Services Holdings A, Inc. Corporate Family Rating, Assigned B3 Gtd Senior Secured First Lien Revolving Credit Facility, Assigned B3 Gtd Senior Secured First Lien Term Loan, Assigned B3 Outlook Actions: Issuer: Kestra Advisor Services Holdings A, Inc. Outlook, Assigned Stable RATINGS RATIONALE Moody's said Kestra's ratings reflect its planned high level of debt leverage and its modest profitability. The firm's planned increase in debt following its acquisition by Warburg Pincus will pressure its financial flexibility and limit its room for additional debt at the existing rating level, said Moody's. Moody's said that in February 2019, Kestra announced that Warburg Pincus had agreed to acquire a majority interest in Kestra from funds managed by Stone Point Capital, LLC (Stone Point). Stone Point will retain a minority interest in Kestra, said Moody's. As part of the transaction, Kestra is proposing the issuance of a $410 million senior secured first lien term loan and $75 million revolving credit facility. Moody's said the transaction will result in around 6.0x Moody's-adjusted proforma debt/EBITDA. This elevated level of leverage will weaken the firm's credit profile for the next twelve to eighteen months, said Moody's. Moody's said that Kestra has achieved strong revenue growth driven by M&A and successful advisor recruiting. Kestra's recruiting strategy has generally been prudent and focused on attracting higher-producing advisors as well as those serving a significant portion of their client base in an advisory capacity. These recruiting standards will not only benefit the firm's revenue profile in the form of recurring revenue, but also reduce potential risks of compliance issues that could arise from hiring less experienced lower-producing advisors and advisors who are more reliant on generating transactional commission-based revenue from the sale of complex products. However, said Moody's, the fast-growing financial advisor base will require Kestra to devote increasing resources towards oversight and regulatory compliance processes. Moody's said Kestra's outlook is stable reflecting its favorable revenue growth and prudent advisor recruiting policies that reinforce its credit profile. The outlook also reflects the firm's planned increase in debt and Moody's expectation that Kestra will delever over the next twelve to eighteen month. Factors that could lead to an upgrade: - Improving profitability, pretax margin and EBITDA growth that would sustain debt leverage below 5.5x - Continued implementation of a successful and prudent recruiting strategy of productive advisors, resulting in strong net new client asset growth and larger overall scale - Demonstration of a prudent financial policy with commitment to leverage targets Factors that could lead to a downgrade: - Increase in leverage above 6.5x on a sustained basis - Revenue decline or weaker margins without the demonstration of a reduction in operating expenses - Deterioration in advisor productivity, significant worsening of advisor retention rates, or the emergence of significant regulatory compliance issues. LARRY CARR & ASSOCIATES: Hires Stichter Riedel as Counsel --------------------------------------------------------- Larry Carr & Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Stichter Riedel Blain & Postler, P.A., as counsel to the Debtor. Larry Carr & Associates requires Stichter Riedel to: a. render legal advice with respect to the Debtor's powers and duties as debtor in possession, the continued operation of the Debtor's business, and the management of its property; b. prepare on behalf of the Debtor necessary motions, applications, notices, orders, reports, pleadings, and other legal papers; c. appear before this Court and the Office of the U.S. States Trustee to represent and protect the interests of the Debtor; d. assist with and participate in negotiations with creditors and other parties in interest in formulating a plan of reorganization, draft such a plan and a related disclosure statement, and take necessary legal steps to confirm such a plan; e. represent the Debtor in all adversary proceedings, contested matters, and matters involving the administration of this case; f. represent the Debtor in negotiations with potential financing sources and preparing contracts, security instruments, or other documents necessary to obtain financing; and g. perform all other legal services that may be necessary for the proper preservation and administration of this Chapter 11 case. Stichter Riedel will be paid based upon its normal and usual hourly billing rates. Stichter Riedel will be paid a retainer in the amount of $5,000. Stichter Riedel will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Hooi, a partner at Stichter Riedel Blain & Postler, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stichter Riedel can be reached at: Harley E. Riedel, Esq. Michael J. Hooi, Esq. STICHTER RIEDEL BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 E-mail: hriedel@srbp.com; mhooi@srbp.com About Larry Carr & Associates Larry Carr & Associates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-01390) on Feb. 21, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael J. Hooi, Esq., at Stichter Riedel Blain & Postler, P.A. LBM BORROWER: Moody's Hikes CFR to B2 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service upgraded LBM Borrower, LLC's Corporate Family Rating to B2 from B3, Probability of Default Rating to B2-PD from B3-PD, the rating on the company's $850 million first lien senior secured term loan due 2022 to B2 from B3 and the rating on its $220 million second lien senior secured term loan due 2023 to Caa1 from Caa2. Speculative Grade Liquidity Rating was affirmed at SGL-3. The rating outlook was changed to stable from positive. The rating action reflects the progress the company has made in de-leveraging of its capital structure and improving free cash flow generation, while maintaining a more balanced approach to its growth through acquisitions strategy. The upgrade also reflects the substantive scale and geographic reach US LBM has achieved organically and through acquisitions with $3.35 billion in revenue in 2018 and the gained benefits of the resulting operating efficiencies. As of 2018, US LBM's pro forma debt to EBITDA, inclusive of Moody's adjustments, stood at approximately 4.7x, in line with the B2 rating category, while EBITA to interest coverage was 2.0x, and free cash flow generated during the year amounted to $70 million. Moody's expects that over the next 12 to 18 months, US LBM will continue to benefit from the stable conditions in its new housing and repair and remodeling end markets as it continues to focus on further de-leveraging, disciplined acquisition strategy and top line expansion. The following rating actions have been taken: Issuer: LBM Borrower, LLC: Corporate Family Rating, upgraded to B2 from B3; Probability of Default Rating, upgraded to B2-PD from B3-PD; $850 million first lien senior secured term loan due 2022, upgraded to B2 (LGD4) from B3 (LGD4); $220 million second lien senior secured term loan due 2023, upgraded to Caa1 (LGD5) from Caa2 (LGD5); Speculative Grade Liquidity Rating, affirmed at SGL-3; The rating outlook, changed to stable from positive. RATINGS RATIONALE US LBM's B2 Corporate Family Rating reflects: 1) the company's pro forma debt to EBITDA leverage of 4.7x; 2) a history of aggressive debt-funded acquisition strategy and the associated integration risks; 3) highly cyclical residential construction end markets and vulnerability to demand variations; 4) thin operating margins inherent to distributors; and 5) long term risks associated with potential shareholder-friendly actions given the private equity ownership of the company. US LBM's rating is supported by: 1) healthy industry fundamentals across the end markets, which include homebuilding industry (from which it derives 67% of revenue), repair and remodeling market, (accounting for 17% of revenues), and commercial construction (10% of revenues), although Moody's notes that given recent softening in the residential market, growth in this segment will moderate somewhat going forward; 2) the company's good market positions within various geographic regions it operates in, allowing it to compete successfully in a fragmented industry that predominantly consists of smaller independent distributors; 3) its diverse product mix of specialty building materials; and 4) a track record of strong scale improvements and expansion in geographic footprint, accomplished organically and through acquisitions with 2018 revenues of $3.35 billion. The stable rating outlook reflects Moody's expectation that the company will maintain a well-balanced acquisition strategy, focus on de-leveraging, and benefit from the healthy end market fundamentals. The SGL-3 Speculative Grade Liquidity Rating reflects US LBM's adequate liquidity profile, supported by positive free cash flow generation, improved availability under its $275 million revolver as a result of the reduced pace of acquisitions, and the flexibility under its springing covenant. The ratings could be upgraded if the company sustains its adjusted debt to EBITDA below 4.0x and maintains operating margin above 5.0%, while generating consistent positive free cash flow and maintaining a good liquidity profile. Additional considerations include successful integration of the acquired businesses, and solid end markets conditions. The ratings could be pressured downward if the company's end markets weaken and cause revenues to decline, or if leverage is sustained above 5.0x either as a result of on-going acquisitions without an offsetting increase in earnings or a meaningful dividend distribution. The ratings could also be downgraded if the company's liquidity were to deteriorate or EBITA to interest coverage were to weaken below 1.5x. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. US LBM, founded in 2009 and headquartered in Buffalo Grove, IL, is a specialty building materials distributor, with 251 operating locations across 30 states, primarily serving custom homebuilders, remodelers, and specialty contractors. Since August 2015, US LBM has been owned by Kelso & Company. In 2018, US LBM generated approximately $3.35 billion in revenues. MAJOR EVENTS: $159K Sale of Lansdowne Property to Singleton Okayed ------------------------------------------------------------------ Judge Eric L. Frank of the U.S. Bankruptcy Court for the District of Pennsylvania authorized Major Events Group, LLC's sale of the real property at 327 Walnut Street, Lansdowne, Pennsylvania to Cory Singleton for $158,801. The proceeds of sale will be distributed as follows: a. ordinary and reasonable settlement costs, including transfer taxes; b. satisfaction of all liens and encumbrances necessary to convey good title; c. a pre-confirmation distribution on account of the proof of claim of the Pennsylvania Department of Revenue (Claim No. 1), to the extent not already paid pursuant to Paragraph 2.a.; d. a pre-confirmation distribution on account of the proof of claim of Select Holdings, LLC (Claim No. 6); and e. the Debtor. The Title Clerk will fax a completed HUD-1 or settlement sheet from the closing directly to the Assistant United States Trustee, Dave P. Adams, immediately upon the close of the settlement. The 14-day stay of the Order provided by Fed. R. Bankr. P. 6004(h) is waived. About Major Events Group Major Events Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11123) on Feb. 20, 2018. In the petition signed by Antoine Gardiner, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Eric L. Frank oversees the case. The Debtor tapped Michael P. Kutzer, Esq., as its legal counsel. MEGHA LLC: Trustee Seeks to Hire Beau Box as Broker --------------------------------------------------- Megha, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Beau Box Commercial Real Estate, L.L.C., as broker to the Trustee. The Trustee requires Beau Box to market and sell the Debtor's property known as a hotel in New Iberia, Louisiana known as the Hampton Inn and Suites New Iberia. Beau Box will be paid a commission of 3% of the gross sales price. Beau J. Box, partner of Beau Box Commercial Real Estate, L.L.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Beau Box can be reached at: Beau J. Box BEAU BOX COMMERCIAL REAL ESTATE, L.L.C. 5500 Bankers Avenue Baton Rouge, LA 70808 Tel: (225) 237-3343 Fax: (225) 237-3344 About Megha, LLC Megha, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has full ownership of lots 4 and 5 of Spanish Town Center known as the Hampton Inn and Suites New Iberia with an appraisal value of $6.6 million. Megha, LLC, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 18-51147) on Sept. 11, 2018. In the petition signed by Jay Sachania, manager, the Debtor disclosed $8,137,429 in assets and $6,529,035 in liabilities. The case is assigned to Judge John W. Kolwe. Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell, serves as counsel to the Debtor. MIKE TAMANA: Hires Acrius Capital as Financing Broker ----------------------------------------------------- Mike Tamana Freight Lines, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Acrius Capital, LLC, as financing broker to the Debtor. Mike Tamana requires Acrius Capital to assist the Debtor in seeking, negotiating and obtaining potential debtor-in-possession financing or exit financing. Acrius Capital will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Seeley, a partner at Acrius Capital, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Acrius Capital can be reached at: John Seeley ACRIUS CAPITAL, LLC 400 Montgomery St., Suite 900 San Francisco, CA 94104 Tel: (415) 433-4000 About Mike Tamana Freight Lines Mike Tamana Freight Lines, LLC -- http://miketamana.com/-- is a family owned company that specializes in the transportation of temperature controlled and dry freight with truck load service throughout the United States, mainly servicing the lanes in California, Oregon, Washington, Utah, Indiana, Nevada, Arizona, New Mexico, and Texas. Mike Tamana Freight Lines owns and operates a fleet of over 75 sleeper cabs and five day cabs trucks and 110 refrigerated trailers. Mike Tamana Freight Lines filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-90122) on Feb. 8, 2019. In the petition signed by Amanjot Tamana, president and manager, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Ronald H. Sargis. The Debtor is represented by Reno F.R. Fernandez, III, Esq., at MacDonald Fernandez LLP. NATURAL HEALTH: Seeks to Hire Furr Cohen as Attorney ---------------------------------------------------- Natural Health News Report, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Furr Cohen, P.A., as attorney to the Debtor. Natural Health requires Furr Cohen to: (a) give advice to the Debtor with respect to the Debtor's powers and duties as Debtor-in-Possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Furr Cohen will be paid at these hourly rates: Attorneys $350 to $650 Paralegals $150 The Debtor paid Furr Cohen an initial retainer in the amount of $100,000. Furr Cohen will also be reimbursed for reasonable out-of-pocket expenses incurred. Aaron A. Wernick, partner of Furr Cohen, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Furr Cohen can be reached at: Aaron A. Wernick, Esq. FURR COHEN, P.A. 2255 Glades Road, Suite 301E Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-mail: awernick@furrcohen.com About Natural Health News Report Natural Health News Report, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-13730) on March 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Aaron A. Wernick, Esq., at Furr Cohen, P.A. NEENAH INC: Moody's Affirms 'Ba2' CFR & 'Ba3' Sr. Unsecured Rating ------------------------------------------------------------------ Moody's Investors Service affirmed Neenah, Inc.'s Ba2 Corporate Family Rating, Ba2-PD Probability of Default rating, the Ba3 Senior Unsecured notes rating, and SGL-2 Speculative Grade Liquidity Rating. The ratings outlook is stable. The affirmation of Neenah's ratings reflects Moody's expectations that the company will be able to maintain strong balance sheet credit metrics despite challenging growth expectations and raw material price inflation. Outlook Actions: Issuer: Neenah, Inc. Outlook, Remains Stable Affirmations: Issuer: Neenah, Inc. Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba2 Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) RATINGS RATIONALE Neenah's Ba2 CFR rating reflects the company's strong brand recognition, long-term growth potential in the technical products business, strong balance sheet credit metrics and a good liquidity position supported by positive free cash flow. Despite a challenging 2018, marked by record pulp prices, slowing demand in some of its end markets and a decline in earnings, the company reported debt to EBITDA and EBITDA-to-interest for the twelve months ended December 2018 (as adjusted by Moody's) of 2.4 times and 7.5 times, respectively. In 2019, Moody's expects slower global growth to continue to impact demand for the company's technical products, such as filtration media and backings for specialty tapes, but volume declines will be somewhat offset by the ramp up of business on the converted Appleton machine and announced price increases. Moody's also expects pulp prices to moderate from record levels set in 2018. This together with the sale of a Brattleboro mill should support modest profitability improvement in 2019. The affirmation of the Ba2 rating incorporates Moody's expectations that the company will continue to maintain its conservative financial policies including reinvesting the majority of its operating cash flow in the business and minimizing borrowings, while maintaining dividend growth. The company has historically supplemented its organic growth with acquisitions funded with a combination of cash, free cash flow and borrowings, but it has been able to maintain strong leverage metrics (relative to its Ba-rated peers), with debt-to EBITDA, including pension and operating lease adjustments has ranged between 1.8 times and 2.4 times over the last five years ended 2018. Moody's expects the company to continue to generate free cash flow and maintain its dividend growth and modest share repurchases. The rating is constrained by the company's limited scale and lack of diversification relative to its peers, exposure to cyclical inputs and end markets and expectations for continued secular contraction in demand for printing and writing papers. Neenah is one of the smallest Ba-rated companies in the paper and forest products industry and not back-integrated into pulp used in its paper-making processes and thus, exposed to volatile softwood and hardwood pulp pricing as well as latex, natural gas and rising freight costs. The stable rating outlook assumes that the company will marginally improve margins in 2019 as it ramps up production at a converted paper machine, benefits from lower pulp costs and rationalized footprint and announced price increases. Upward rating momentum is unlikely due to the company's limited scale and diversification. Moody's could consider an upgrade if the company significantly increases its scale and expands its product line, improves margins above 18% and demonstrates that they can be sustained, while also maintaining its strong credit metrics. Moody's could downgrade the rating with expectations for adjusted leverage sustained above 3.0x, interest coverage sustained below 4.5x, or substantive deterioration in liquidity. Moody's could also downgrade the rating if margins decline below 10% or if there is prolonged weakness in some of the company's cyclical end markets. The SGL-2 Speculative Grade Liquidity Rating reflects Moody's view that the company will maintain good liquidity over the next four quarters, supported by free cash flow generation and availability under its revolving facility. Neenah maintains a small cash balance, but is expected to generate free cash flow. The company had $10 million in cash and cash equivalents as of December 31, 2018, primarily held in the US. In December 2018, Neenah entered into its fourth amended credit agreement to increase its U.S. and German revolving credit facility by $25 million to $225 million and extend its maturity date to December, 2023 from December 2019. The facility are subject to the borrowing base limitations and the company had approximately $58 million of borrowings outstanding as of December 31, 2018. The facility has a springing fixed charge coverage test set at 1.1 times if availability falls below $20 million or 10% of the maximum aggregate commitments of the revolver. Moody's does not expect the fixed charge covenant to be tested over the next twelve months. The $175 million senior notes due 2021 is the nearest maturity. The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Based in Alpharetta, Ga., Neenah Paper, Inc. is a manufacturer of fiber-based technical products and fine paper and packaging products. The technical products business accounts for about half of consolidated sales and manufactures transportation, water and other filtration media as well as backings for specialty tapes and other specialty markets. The fine paper and packaging business manufactures premium printing, packaging and other papers. The company has operations in the US (10 sites) and Europe (4 sites), a small JV in India and reported revenues of approximately $1 billion for the 12 months ending December 31, 2018. NEIMAN MARCUS: 2028 Debentures Holders Deliver TSA Joinders ----------------------------------------------------------- Neiman Marcus Group LTD LLC announced on March 25, 2019, that it had entered into a Transaction Support Agreement with holders of more than 55% of the outstanding principal amount of the Company's term loans under its term loan credit facility and holders of more than 60% of the aggregate principal amount of the Company's unsecured 8.750%/9.500% Senior PIK Toggle Notes due 2021 and unsecured 8.000% Senior Cash Pay Notes due 2021. To enable the Term Loan holders and holders of Unsecured Notes to prepare and submit joinders to the TSA, the joinder deadline for both groups had been extended to April 5, 2019 at 5:00 p.m. ET. On April 11, 2019, the Company disclosed to holders of Term Loans and Unsecured Notes that, as of 5:00 p.m. ET on April 5, 2019, the TSA had been executed by holders of approximately 98% of the outstanding principal amount of the Term Loans and holders of approximately 91% of the aggregate principal amount of the Unsecured Notes. The holders of Term Loans and Unsecured Notes that have consented to the TSA collectively represent over $4 billion of outstanding Term Loans and Unsecured Notes. On April 10, 2019, Exhibit 6 to the TSA was amended by the required parties to provide or clarify, as applicable, that the 7.125% Senior Debentures due 2028 of The Neiman Marcus Group LLC will be secured by "equal and ratable" liens on certain owned real estate properties, real estate ground leases and real estate operating leases of the Issuer and its subsidiaries, and on shares of capital stock and indebtedness of any Subsidiary (as defined in that certain Indenture, dated as of May 27, 1998), in each case pari passu with the Extended Term Loans, and will receive a second priority unsecured guarantee from a new subsidiary that will hold certain real estate leases. A chart detailing the collateral and ranking of priority of security interest and ranking of priority of unsecured guarantee by New Subsidiary is available for free at https://is.gd/tn6blt. In connection with the foregoing, holders of a majority of the outstanding principal amount of 2028 Debentures, delivered a joinder to the TSA, as amended. Further, the Majority 2028 Debentures Holders have agreed, effective upon the closing of the transactions contemplated by the TSA, to direct the trustee under the 2028 Debentures Indenture to execute a supplemental indenture to the 2028 Debentures Indenture to, among other things, amend the reporting covenant in the 2028 Debentures Indenture to substantially replicate the reporting requirements set forth in the indentures governing the Unsecured Notes. In connection with the foregoing, the Company has agreed to pay the Majority 2028 Debentures Holders a fee equal to $750,000 and certain legal fees and expenses. About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, and mytheresa brand names. Neiman Marcus reported net earnings of $251.1 million in fiscal year 2018 compared to a net loss of $531.8 million in the fiscal year 2017. As of Jan. 26, 2019, the Company had $7.26 billion in total assets, $810.24 million in total current liabilities, $6.04 billion in total long-term liabilities, and $412.90 million in total member equity. * * * As reported by the TCR on March 29, 2019, Moody's affirmed the company's Corporate Family Rating at Caa3 and its' Probability of Default rating of Ca-PD. This rating action follows the company's announcement on March 25, 2019 that it has entered into a transaction support agreement with lenders representing approximately 57% of the company's Term Loan and more than 60% of the holders of the Company's Unsecured Notes. NMSOOH INC: Seeks to Hire Certilman Balin as Attorney ----------------------------------------------------- NMSOOH, Inc., d/b/a National Media Services, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Certilman Balin Adler & Hyman, LLP, as attorney to the Debtors. NMSOOH, Inc. requires Certilman Balin to: a. prepare necessary schedules, pleadings and other documents; b. represent the Debtors in connection with any motion practice and proceedings; and c. negotiate with creditors and prepare, propose and seek approval of a disclosure statement and confirmation of a plan. Certilman Balin will be paid at these hourly rates: Partners $500 Associates $400 Paraprofessionals $150 Certilman Balin will be paid a retainer in the amount of $35,000. Certilman Balin will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard J. McCord, a partner at Certilman Balin Adler & Hyman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and theirs estates. Certilman Balin can be reached at: Richard J. McCord, Esq. CERTILMAN BALIN ADLER & HYMAN, LLP 90 Merrick Avenue East Meadow, NY 11554 Tel: (516) 296-7000 About NMSOOH, Inc. NMS Fabrications, Inc. and its affiliate NMSOOH, Inc., sought Chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 18-72675 and 18-72671) on April 20, 2018. At the time of the filing, the Debtors estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge Louis A. Scarcella. Richard J. McCord, a partner of Certilman Balin Adler & Hyman, LLP, serves as the Debtors' bankruptcy counsel. NMSOOH INC: Seeks to Hire Margolin Winer as Accountant ------------------------------------------------------ NMSOOH, Inc., d/b/a National Media Services, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Margolin Winer & Evens LLP, as accountant to the Debtors. NMSOOH, Inc. requires Margolin Winer to prepare the Debtors' tax returns; assist in the formulation of a plan of reorganization; provide consulting services related to financial and business matters; and provide other accounting services. Margolin Winer will be paid at these hourly rates: Partners $545 to $555 Managers $275 to $480 Supervisors $235 to $270 Staffs $150 to $230 Margolin Winer will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan Materazo, partner of Margolin Winer & Evens LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Margolin Winer can be reached at: Alan Materazo MARGOLIN WINER & EVENS LLP 757 Third Avenue, Suite 2002 New York, NY 10017 Tel: (212) 973-1000 Fax: (212) 973-1004 About National Media Services NMS Fabrications, Inc., d/b/a National Media Services, and its affiliate NMSOOH, Inc., sought Chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 18-72675 and 18-72671) on April 20, 2018. At the time of the filing, the Debtors estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge Louis A. Scarcella. Richard J. McCord, a partner of Certilman Balin Adler & Hyman, LLP, serves as the Debtors' bankruptcy counsel. NORDAM: Reorganization Plan Approved, Exits Chapter 11 ------------------------------------------------------ NORDAM, a market leader in aerospace-composite manufacturing and repair, on April 9 disclosed that it has emerged from bankruptcy. The emergence follows the U.S. Bankruptcy Court for the District of Delaware's approval of the company's reorganization plan, which was supported by all parties, as well as court and regulatory approval of an investment partnership with private equity firm The Carlyle Group. According to NORDAM CEO Meredith Siegfried Madden, NORDAM has secured funding needed to support future growth, and all creditors will receive full payment. "I'm pleased we have reached a quick resolution for our stakeholders, our customers, and our suppliers and lenders," Ms. Madden said. "We're obviously extremely proud to be paying back all our creditors in full. That was a commitment we made, and we delivered on that commitment. I'm grateful for the support our customers and suppliers have shown us. And I'm very excited to be turning the page to a new chapter for NORDAM as we celebrate our 50th anniversary this year. In combination with our new partner The Carlyle Group, we are privileged to be able to secure the future for our stakeholders and now have the funding to support our path toward future growth." About The Nordam Group Founded in 1969 on family values with multiple, strategically located operations and customer support facilities around the world, Tulsa-based NORDAM is a leading independently owned aerospace company. The firm designs, certifies and manufactures integrated propulsion systems, nacelles and thrust reversers for business jets; builds composite aircraft structures, interior shells, custom cabinetry and radomes; and manufactures aircraft transparencies, such as cabin windows, wing-tip lens assemblies and flight deck windows. NORDAM also is a major third-party provider of maintenance, repair and overhaul services to the military, commercial airline and air freight markets. The NORDAM Group, Inc., and certain of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11699) on July 22, 2018. In the petition signed by CRO John C. DiDonato, The NORDAM Group estimated assets of $500 million to $1 billion and liabilities of $100 million to $500 million. The Debtors tapped Weil Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as counsel; Huron Consulting, LLC, as financial advisor; Guggenheim Securities, LLC, as investment banker; and Epiq Corporate Restructuring, LLC, as the claims and noticing agent. NS FITNESS: Seeks to Hire Schatt & Hesser as Legal Counsel ---------------------------------------------------------- NS Fitness LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to hire Schatt & Hesser, PA as its legal counsel. The services to be provided by the firm include the preparation of a plan of reorganization and disclosure statement, and the prosecution and defense of causes of action on behalf of the Debtor. Kenneth Hesser, Esq., Schatt & Hesser, assures the court that he neither holds nor represents any interest adverse to the Debtor's estate. Schatt & Hesser can be reached at: Kenneth M. Hesser, Esq. Schatt & Hesser, P.A. 328 NE 1st Evenue, Suite 100 Ocala, FL 34470 Phone: 352-789-6520 Fax: 352-789-6570 Email: khesser@schatthesser.com About NS Fitness LLC NS Fitness LLC -- http://www.nextstepfitnessocala.com-- owns and operates a gym in Ocala, Calif. It conducts business under the name Next Step Fitness. NS Fitness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01173) on March 29, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Schatt, Hesser, McGraw is the Debtor's bankruptcy counsel. OCEAN HORIZON: Seeks to Hire Shmuel Klein as Legal Counsel ---------------------------------------------------------- Ocean Horizon Properties, LLC seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire the Law Office of Shmuel Klein as its legal counsel. The firm will assist the Debtor in the preparation of a disclosure statement and bankruptcy plan, and will provide other legal services in connection with its Chapter 11 case. Shmuel Klein Law will charge $385 per hour for its services. The firm has received $7,000 as retainer. Shmuel Klein, Esq., assures the court that his firm is disinterested and does not represent nor hold any interest adverse to the Debtor and its estate. The firm can be reached at: Shmuel Klein, Esq. Law Office of Shmuel Klein 113 Cedarhill Avenue Mahwah, NJ 07430 Tel: 845-425-2510 E-mail: shmuel.klein@verizon.net About Ocean Horizon Properties, LLC Ocean Horizon Properties, LLC is the fee simple owner of real estate properties located at 12 Bayside Place, Jersey City, N.J. and 229 Ocean Ave., Jersey City, N.J. The properties have a total appraised value of $400,000. Ocean Horizon Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16164) on March 27, 2019. In the petition signed by Yechiel Goldman, authorized representative, the Debtor estimated $400,000 in assets and $1,603,897 in liabilities. Judge John K. Sherwood presides over the case. Shmuel Klein, Esq. at the Law Office of Shmuel Klein represents the Debtor as counsel. OUTERSTUFF LLC: S&P Affirms B- ICR on ABL Renewal; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' rating on U.S. youth sports apparel manufacturer Outerstuff LLC and removed all ratings from CreditWatch with negative implications, where it placed them on Feb. 26, 2019. Outerstuff recently renewed its $100 million asset-based lending (ABL) facility and extended the maturity to 2024, which, the rating agency said, improved the company's liquidity position. S&P affirmed its 'BB-' issue-level and '1+' recovery ratings on the renewed ABL, and affirmed its 'B-' issue-level and '3' recovery ratings on the first-lien term loan. "Liquidity is no longer a concern, but the 'B-' rating on Outerstuff reflects its negligible free cash flow and elevated risk tolerance. The ratings affirmation reflects Outerstuff's improved liquidity position following the company's recent renewal of its ABL revolving credit facility," S&P said. Outerstuff was able to reduce the lending rate 50 basis points (bps), which S&P views favorably. However, the affirmation also reflects the company's limited free cash flow generation and high leverage. Although S&P's forecast for leverage in the mid-5x area in 2019 might otherwise indicate a higher rating, Outerstuff generated negative free cash flow in 2018, and the rating agency expects it will only generate flat to modestly positive free cash flow in 2019. In addition, the company's decision to not prioritize the ABL renewal further in advance of its maturity demonstrates a risk appetite that is inconsistent with S&P's previous 'B' rating. The company paid a $30 million special dividend in 2017 when its operating performance deteriorated, which further indicates an aggressive financial policy. Outerstuff's first-lien term loan matures in July 2021, and S&P would not likely consider higher ratings unless the company refinances it on satisfactory terms well in advance, while generating at least $10 million of free cash flow and maintaining leverage below 7x. The stable outlook reflects S&P's expectations for Outerstuff to modestly improve sales and margins with recent licensing agreements, and to maintain adequate liquidity and modestly positive free cash flow in 2019. "We could consider lower ratings if Outerstuff cannot return to positive free cash flow generation by 2020, or if EBITDA interest coverage falls to the low-1x area, either of which would lead to concerns about the sustainability of the company's capital structure. This could result from a loss of a significant licensing agreement," S&P said. "We could consider higher ratings if Outerstuff is able to generate and sustain annual free cash flow (after tax-related dividend payments) above $10 million, while maintaining leverage under 7x. Higher ratings are predicated on the company refinancing its term loan on satisfactory terms well in advance of its July 2021 maturity. In addition, we would not consider higher ratings without better visibility into the company's upcoming contract expirations at that time," the rating agency said. OXFORD ASSOCIATES: $155K Sale of Yonkers Property to Porteous OK'd ------------------------------------------------------------------ Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York authorized Oxford Associates Group, Inc.'s private sale of its rights, title and interests in the shares of cooperative stock in Hudson View Owners Corp. allocated to Unit 5H in the building located at 650 Warburton Avenue, Yonkers, New York, together with the appurtenant proprietary lease, to Esley Porteous, for $155,000, pursuant to the terms of their Contract of Sale, dated as of Jan. 8, 2019. A hearing on the Motion was held on Feb. 28, 2019 at 10:00 a.m. The sale is free and clear of all liens, encumbrances and interests. The Debtor is authorized and directed to disburse the proceeds of sale at the Closing as follows: (a) first, to pay the customary costs and expenses, if any, of closing payable by the Debtor; (b) second, to pay Hudson View Owners Corp. the sum of $5,192 representing the full deferred purchase price for the Shares; and (c) thereafter, to pay Flushing Bank the balance of the proceeds of sale. The terms and conditions of this Order will be immediately effective and enforceable upon its entry and the requirements of Bankruptcy Rule 6004(h) are waived. About Oxford Associates Group Oxford Associates Group Inc., a New York corporation, owns 39 residential cooperative units located along Warburton Avenue, Yonkers. Oxford Associates Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on Sept. 5, 2017. In the petition signed by George Kyriakoudes, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Mary Kay Vyskocil oversees the case. The Debtor hired Pick & Zabicki LLP as its legal counsel. PANCHITA BELLO: $220K Sale of Washington DC Property Approved ------------------------------------------------------------- Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia authorized Panchita Bello's sale of fee interest in the real property located at 1529 A Street, SE, Washington, DC, to Kent Finnerty for $220,000. The sale is free and clear of any and all liens, claims and encumbrances, with such liens, claims and encumbrances to attach to the proceeds from the sale of the Property. The Debtor be and the same is authorized to pay at closing of the sale under the Contract such routine, standard, ordinary and necessary expenses of closing, and any lien, claim or encumbrance as to which the Debtor has no objection or reservation with respect to payment. Following the closing of said sale under the Contract, the Debtor will promptly file with the Court a Report of Sale, indicating the amounts the Debtor received, caused to be disbursed at closing, and retained for further administration (as to which a standard, completed form known as a "HUD-1" would be acceptable if completed in the normal and standard manner). Panchita Bello sought Chapter 11 protection (Bankr. D.D.C. Case No. 16-00130) on March 20, 2016. The Debtor tapped Jeffrey M. Sherman, Esq., at Law Offices of Jeffrey M. Sherman, as counsel. PEARL CITY GARAGE: Hires AG & Business as Attorney -------------------------------------------------- Pearl City Garage, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Iowa to employ AG & Business Legal Strategies, as attorney to the Debtor. Pearl City Garage requires AG & Business to: a. prepare pleadings and applications and conducting examinations incidental to any related proceedings or to the administration of this case; b. develop the relationship of the status of the Debtor to the claims of creditors in the bankruptcy case; c. advise the Debtor of its rights, duties, and obligations as the Debtor operating under Chapter 11 of the Bankruptcy Code; d. take any other necessary action incident to the proper preservation and administration of this Chapter 11 case; and e. advise and assist the Debtor in the formation and preservation of a plan pursuant to Chapter 11 of the Bankruptcy Code and all matters related thereto. AG & Business will be paid at these hourly rates: Attorneys $450 Of Counsels $350 Associate Attorneys $250 Support Staffs $150 The Debtor paid AG & Business a prepetition retainer and after deducting expenses and fees, a remaining balance in the amount of $20,063 was held in the Firm's trust account. AG & Business will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph A. Peiffer, partner of AG & Business Legal Strategies, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. AG & Business can be reached at: Joseph A. Peiffer AG & BUSINESS LEGAL STRATEGIES P.O. Box 11425 Cedar Rapids, IA 52410-1425 Tel: (319) 363-1641 Fax: (319) 200-2059 E-mail: joe@ablsonline.com About Pearl City Garage Pearl City Garage, Inc. is a factory engaged in the business of painting and anodizing metal parts in Muscatine, Iowa. The Company filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 19-00221) on Feb. 7, 2019. The Debtor is represented by Joseph A. Peiffer, Esq. of AG & Business Legal Strategies. PERNIX SLEEP: Highbridge-Led Sale Process Set --------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized the sales procedures of Pernix Sleep, Inc. and affiliates in connection with the sale of substantially all of their assets to Highbridge Capital Management, LLC for an aggregate purchase price composed of cash and credit bid consideration of approximately $75.6 million plus the assumption of certain liabilities on the terms and conditions set forth in their Asset Purchase Agreement, dated as of Feb. 18, 2019, subject to overbid. The Stalking Horse Bidder is deemed a Qualified Bidder for all purposes, and the Stalking Horse Bid as set forth in the Stalking Horse Agreement is deemed a Qualified Bid. In the event that no other Qualified Bids are submitted, the Stalking Horse Bidder will be deemed the Successful Bidder. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. on April 5, 2019 b. Initial Bid: (i) if a Full Bid, such Bid provides for aggregate net consideration to the Debtors' estates (including cash, credit bid, and liability assumption and other than any consideration provided in respect of Other Assets) at Closing in an amount at least equal to the sum of (x) the aggregate net consideration for the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to the Buyer, including the assumption of the Assumed Liabilities as set forth 1n Section 2.7 of the Stalking Horse Agreement plus (y) $250,000 ; and (ii) if for the Silenor IP Assets and the Generics 1P Assets (whether a Partial Bid or a Full Bid), such bid provides aggregate consideration for such assets of more than $15 million c. Deposit: 10% of cash purchase price d. Auction: In the event the Debtors receive, on or before the Bid Deadline, one or more Qualified Bids in addition to the Stalking Horse Bid, an Auction will be conducted at the offices of Davis Polk & Wardwell LLP, 450 Lexington Ave., New York, New York 10017 at 10:00 a.m. on April 11, 2019, or such later time on such day or such other place as the Debtors will notify all Qualified Bidders (including the Stalking Horse Bidder). The Debtors are authorized to conduct the Auction in accordance with the Sale Procedures. e. Bid Increments: Will be announced at the Auction f. Sale Hearing: April 15, 2019 at 2:00 p.m. g. Sale Objection Deadline: April 8, 2019, at 4:00 p.m. h. Cure Objection Deadline/Adequate Assurance Objection Deadline for Stalking Horse Bidder: April 8, 2019, at 4:00 p.m. i. Deadline for Debtors to notify Potential Bidders of their status as Qualified Bidders: April 9, 2019, at 12:00 p.m. Within one Business Day after entry of the Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon the Sale Notice Parties. On the same date, the Debtors will publish the Sale Notice on the Case Information Website. The Debtors are authorized and directed to pay the Expense Reimbursement Amount to the Stalking Horse Bidder in accordance with the terms of the Stalking Horse Agreement without further order of the Court. The Expense Reimbursement Amount is approved. Unless the Court orders otherwise, the Stalking Horse Bidder will have the right to credit bid any portion and up to the entire amount of its outstanding secured claims, including without limitation, on account of its secured claims under the DIP Facility, Prepetition DDTL Term Facility or pursuant to the Prepetition Treximet Notes. The assumption and assignment procedures set forth in the Sale Motion and as modified by the Order are approved. Notwithstanding anything in the Order to the contrary, unless Cigna and the Debtors agree otherwise, the Debtors will provide to Cigna, through its counsel of record, no later than five business days prior to the Sale Hearing: (i) written notice of the Debtors' irrevocable decision as to whether or not it proposes to assume and assign any or all the Cigna Contracts (as defined in the Cigna Objection) as part of the Sale; (ii) the identity of the proposed assignee; and (iii) adequate assurance information for the proposed assignee, including a good faith estimate as to the number of employees of the Debtors who will become employees of the assignee. Any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h), 6006(d), 7062 or 9014) or Local Bankruptcy Rule that might otherwise delay the effectiveness of the Order is waived, and the terms and conditions of the Order will be effective and enforceable immediately upon its entry. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). The automatic stay pursuant to section 362 of the Bankruptcy Code is modified with respect to the Debtors to the extent necessary, without further order of the Court, to allow the Stalking Horse Bidder to deliver any notice provided for in the Stalking Horse Agreement, including, without limitation, a notice terminating the Stalking Horse Agreement. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Pernix_Sleep_191_Order.pdf About Pernix Sleep Pernix -- http://www.pernixtx.com/-- is a specialty pharmaceutical company focused on identifying, developing and commercializing prescription drugs, primarily for the United States market, currently focused on the therapeutic areas of pain and neurology. Primarily, Pernix sells three core branded products: Zohydro ER with BeadTek, Silenor, and Treximet. Pernix is headquartered in Morristown, New Jersey. Pernix Sleep, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10323) on Feb. 18, 2019. As of Sept. 30, 2018, Pernix had assets of $274,770,000 and liabilities of $447,052,000. The cases are assigned to Judge Christopher S. Sontch. The Debtors tapped Davis Polk & Wardell LLP as their bankruptcy counsel; Landis Rath & Cobb LLP as Delaware bankruptcy counsel; Guggenheim Securities, LLC as investment banker; Ernst & Young LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. PETTUS PROPERTIES: Seeks to Hire Maples Law as Attorney ------------------------------------------------------- Pettus Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Maples Law Firm, P.C., as attorney to the Debtor. Pettus Properties requires Maples Law to: a. prepare pleadings and applications and conduct examinations incidental to any related proceedings or to the administration of this case; b. develop the relationship of the status of the Debtor to the claims of creditors in the bankruptcy case; c. advise the Debtor of its rights, duties, and obligations as the Debtor operating under Chapter 11 of the Bankruptcy Code; d. take any and all other necessary action incident to the proper preservation and administration of this Chapter 11 case; and e. advise and assist the Debtor in the formation and preservation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement, and any and all matters related thereto. Maples Law will be paid at these hourly rates: Attorneys $360 Associates $205 to $215 Paralegals $55 to $130 Maples Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Stuart M. Maples, partner of Maples Law Firm, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Maples Law can be reached at: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC 200 Clinton Ave. West, Suite 1000 Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: smaples@mapleslawfirmpc.com About Pettus Properties Pettus Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 19-80926) on March 25, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Stuart M. Maples, Esq., at Maples Law Firm, P.C. PHILLIP JONES: $1.9M Sale of Brooklyn Property to Archstone Okayed ------------------------------------------------------------------ Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Phillip Snortia Jones, Jr.'s sale of the commercial rental property located at 1159 Bedford Avenue, Brooklyn, New York to Archstone Acquisition Partner, LLC for $1,875,000, free and clear of claims. A hearing on the Motion was held on Feb. 27, 2019. On completion of the sale, the Debtor will file with the Court a report of sale. The Debtor is authorized to pay HSBC Bank/Wells Fargo, $1,289,070 plus any accruals after March 4, 2019 with a per diem of $151 per day plus any allowed advances in exchange for a release of their lien and pay full payoff in satisfaction of the Debtor's obligation to them on this property; pay $70,000 to Nationwide Credit Inc. in full satisfaction of compromise of their claim and for a full and complete release to pay remaining funds into the Debtor's DIP account at City National Bank the following costs at closing. The US Trustee fee of $14,395 will be paid at closing. No commissions or other professional fees not set forth in the Order with the exception of deed preparation will be paid without proper request notice and hearing before the Court. Upon closing USBC/Wells Fargo motion for stay relief will be held to be moot. The closing will occur within 30 days of the entry of the Order. The remaining proceeds will be deposited in the Debtor's DIP account at City National Bank. Phillip Snortia Jones, Jr. filed for a petition for relief under Chapter 13 of the Code on June 1, 2018. The case was converted to Chapter 11 (Bankr. S.D. W.Va. Case No. 18-20255) on Sept. 6, 2018. QUANTUM CORP: Appoints New Member to Board of Directors ------------------------------------------------------- The Board of Directors of Quantum Corporation has appointed John A. Fichthorn to the Board. Mr. Fichthorn has served since April 2017 as head of Alternative Investments for B. Riley Capital Management, L.L.C., which is an SEC-registered investment advisor and wholly-owned subsidiary of B. Riley Financial, Inc. B. Riley is currently the Company's largest stockholder and owns approximately 17% of the Company's outstanding shares based on its most recent filing with the Securities and Exchange Commission. B. Riley recommended that the Board consider Mr. Fichthorn's appointment and this recommendation was then considered by the Corporate Governance and Nominating Committee of the Board. The Nominating Committee recommended Mr. Fichthorn's appointment to the full Board, which approved his appointment. Prior to joining B. Riley, Mr. Fichthorn was a co-founder of Dialectic Capital Management, LLC, an investment management firm, and has been a portfolio manager of the firm since 2003. Mr. Fichthorn has significant experience in accounting and financial matters, the unique perspective of representing the interests of a major stockholder, and experience serving on other public company boards. Mr. Fichthorn served as a director of California Micro Devices from September 2009 until its sale in February 2010. From 2000 to 2003, Mr. Fichthorn was employed by Maverick Capital, most recently as managing director of the technology group. From 1999 to 2000, Mr. Fichthorn was an analyst at Alliance Capital working across multiple hedge fund products and as a member of the technology team. From 1997 to 1999, Mr. Fichthorn was an analyst at Quilcap Corporation, a hedge fund where he covered all sectors, with a focus on technology. From 1995 to 1997, Mr. Fichthorn worked at Ganek & Orwicz Partners where his responsibilities included small cap research, international closed-end fund arbitrage and operations. Mr. Fichthorn has served on the board of directors of Health Insurance Innovations, Inc., a publicly traded health insurance and technology platform company, since December 2017, and theMaven, a publicly traded online media company, since September 2018, where he also serves as chairman of the board. Mr. Fichthorn will participate in the Company's standard compensation program for outside directors described in the 2017 Proxy Statement. The standard annual cash retainer for outside directors of the Company is $50,000 per year with additional smaller amounts for committee service. At this time, Mr. Fichthorn has not been appointed to serve on any committees of the Board. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities, and a total stockholders' deficit of $124.3 million. On Jan. 11, 2018, Quantum received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016. Following receipt of the SEC subpoena, the Company's audit committee began an independent investigation with the assistance of independent advisors. QUANTUM CORP: Delays Filing of Form 10-Q for Period Ended Dec. 31 ----------------------------------------------------------------- Quantum Corporation has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2018 by Feb. 9, 2019, the original due date for such filing, without unreasonable effort or expense due to certain circumstances, according to a Form 12b-25 filed with the Securities and Exchange Commission. As previously disclosed, the Company received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016, which was subsequently revised in discussions with the SEC to include transactions commencing Jan. 1, 2015. In response to the subpoena, the Company has produced certain documents and provided certain information to the Staff of the SEC. Following receipt of the SEC subpoena, as previously disclosed, the audit committee of the Company's Board of Directors began an independent investigation of the Company's accounting practices and internal control over financial reporting related to revenue recognition for transactions commencing on Jan. 1, 2016 with the assistance of independent advisors. Subsequently, a special committee of the Board consisting of two members of the Audit Committee undertook to continue the investigation. The Company previously announced in its Current Report on Form 8-K filed with the SEC on Sept. 14, 2018 that the Special Committee has substantially completed and finalized its principal findings with respect to its investigation. The principal findings include a determination that the Company engaged in certain business and sales practices that may undermine the Company's historical accounting treatment for transactions with several key distributors and at least one end customer. The identified transactions potentially affected by those practices date from at least the fourth quarter of fiscal 2015 through the fourth quarter of fiscal 2018. The Special Committee also found that these business and sales practices may have resulted in the Company recognizing revenue for certain transactions prior to satisfying the criteria for revenue recognition required under U.S. Generally Accepted Accounting Principles ("GAAP"). On Sept. 14, 2018, the Board concluded that the Company's previously issued consolidated financial statements and other financial data for the fiscal years ended March 31, 2015, March 31, 2016 and March 31, 2017 contained in its Annual Reports on Form 10-K, and its condensed consolidated financial statements for the quarters and year-to-date periods ended June 30, 2015, Sept. 30, 2015, Dec. 31, 2015, June 30, 2016, Sept. 30, 2016, Dec. 31, 2016, June 30, 2017 and Sept. 30, 2017 contained in its Quarterly Reports on Form 10-Q should no longer be relied upon because of misstatements. The Board also determined that the Company's disclosures related to such financial statements and related communications issued by or on behalf of the Company with respect to the Non-Reliance Periods, including management's assessment of internal control over financial reporting and disclosure controls and procedures, should no longer be relied upon. The determination by the Board was made upon the recommendation of the Audit Committee, as a result of the investigation and after consultation with the Company's management team. The Company has determined that the accounting treatment historically applied by the Company for certain transactions occurring during the Non-Reliance Periods was not appropriate and inconsistent with the business and sales practices identified in the investigation, which resulted in the Company recognizing revenue for those transactions prior to satisfying the criteria for revenue recognition required under GAAP. Revenue recognized prematurely will be recognized in different historical periods or, where the criteria for recognition of revenue under GAAP have not yet been satisfied, may be recorded in future periods upon satisfaction of the criteria required by GAAP. Based on its preliminary analysis, which is subject to change, the Company estimates that: (i) as of Sept. 30, 2017, the end of the last fiscal quarter publicly reported by the Company, there was between approximately $25 million and $35 million of prematurely recognized revenue in the historical periods that may be recognized in periods subsequent to that date upon satisfaction of the criteria required by GAAP; and (ii) as of Dec. 31, 2018, the end of its most recently completed fiscal quarter, there was between approximately $5 million and $15 million of prematurely recognized revenue in the historical periods that may be recognized in future periods upon satisfaction of the criteria required by GAAP. Additionally, other known misstatements will be corrected in connection with the restatement of the Company's historical financial statements. The Company's management has retained separate advisors to assist it with an assessment of the accounting matters related to the Special Committee investigation, including the periods identified by the Special Committee and prior to those covered by the SEC subpoena, including the determination and quantification of misstatements in these periods. This assessment is ongoing, and although sufficient information is available to support the determination made by the Board and the Company has not yet made any findings on the specific amounts to be set forth in the restated results. In addition, the Company is evaluating the impact of the misstatements described above on its internal control over financial reporting and disclosure controls and procedures, and expects to report one or more material weaknesses in internal control over financial reporting related to this matter and to report that its internal control over financial reporting and disclosure controls and procedures were not effective as of the Non-Reliance Periods, as applicable, as well as in subsequent periods until such material weakness or weaknesses are remediated. The Company has begun to implement, will continue to implement and will continue to evaluate additional remedial measures based on the findings from the investigation. In connection with the investigation, the Non-Reliance Determination and the misstatements, the Company and its advisors are performing additional work related to the periods included within the Form 10-Q, which might result in adjustments to the financial statements and related disclosures included therein. As previously disclosed by the Company on Jan. 21, 2019, in its Current Report on Form 8-K filed with the SEC, on that date the Company dismissed its independent registered public accounting firm, PricewaterhouseCoopers, and engaged Armanino LLP to audit the Company's consolidated financial statements for the prior periods subject to the restatement as well as for subsequent periods. The Company's work to complete the restatement and to complete the audit work with Armanino is on-going. As a result of these developments, the Company has been unable to complete its preparation and review of its Form 10-Q in time to file within the prescribed time period without unreasonable effort or expense. While the Company continues to work expeditiously to conclude this review and file the Form 10-Q as soon as practicable, the Company does not anticipate filing such Quarterly Report on Form 10-Q within the five day extension provided by Rule 12b-25(b). The Company will continue to devote the resources necessary to address the Non-Reliance Determination and to complete the filings, which will include financial statements for the fiscal year ended March 31, 2018, including management's assessment of internal control over financial reporting, and for the fiscal quarters ended Dec. 31, 2017, June 30, 2018, Sept. 30, 2018, and Dec. 31, 2018, as soon as practicable. The Company has not filed its Quarterly Reports on Form 10-Q for the fiscal quarters ended Dec. 31, 2017 and June 30, 2018, or its Annual Report on Form 10-K for the year ended March 31, 2018. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities, and a total stockholders' deficit of $124.3 million. RENNOVA HEALTH: Welcomes New Chief Financial Officer ---------------------------------------------------- Rennova Health, Inc.'s Board of Directors has appointed Jonathan Immordino, MBA, CPA to the position of chief financial officer (CFO) effective April 8, 2019. Mr. Immordino has held senior level healthcare executive roles in finance and operations for the past 20 years in both public and privately held companies. Jonathan has a strong track record of integrity, leadership and results, whilst driving the attainment of business, revenue and profitability targets across a variety of healthcare providers, including seven years as chief financial officer at Saint John's Episcopal Hospital, NY. Prior to his appointment with Rennova, Mr. Immordino was interim CFO at MRI Network/Susan B. Allen Memorial Hospital, where he was tasked with the turnaround for this 76-bed community hospital. He was a key member of the senior executive team with responsibility for business plans, financial systems and reporting, processes and system improvements, internal controls, forecasting and budget management with an emphasis on spearheading growth and continually improving processes. "We are delighted to welcome Jonathan to the team at what we believe to be a pivotal stage in the development of Rennova," said Seamus Lagan, CEO of Rennova. "Jonathan brings necessary structure skills and experience to oversee financial reporting at a time when our business is growing and will benefit from the strengthening of the financial team and its controls." "I believe my capabilities will assist Rennova meet its objective to be an efficient and profitable provider of health care services in the rural hospital sector," said Jonathan Immordino, CFO of Rennova. "I look forward to improving efficiency in all areas of the financial management and reporting of the Company for the benefit of its shareholders." Mr. Immordino will be paid $250,000 per annum and will be eligible for a bonus of up to $50,000 based on the achievement of specific performance goals to be agreed. He also will be entitled to participate in any stock option plan that may be implemented by the Company. If Mr. Immordino is terminated without cause between 90 days and one year after appointment, he will receive three months' salary and if he is terminated without cause after one year after appointment he will receive six months' salary. Warrants Extension As previously announced, Rennova Health, Inc. issued Series B Common Stock Purchase Warrants on March 21, 2017 and Sept. 19, 2017, each with a term of 18 months. The terms of each of such Warrants had been extended to June 2019. On March 27, 2019, the terms of those Warrants were further extended for 90 days. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers. Through an ever-expanding group of strategic brands that work in unison to empower customers, the Company is creating the next generation of healthcare. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $19.43 million in total assets, $39.76 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $3.96 million in redeemable preferred stock I-2, and a total stockholders' deficit of $30.13 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. These conditions raise substantial doubt about the company's ability to continue as a going concern. RICHLAND FARMS: Seeks to Hire Steffes Group as Auctioneer --------------------------------------------------------- Richland Farms Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Steffes Group, Inc., as auctioneer to the Debtor. Richland Farms requires Steffes Group to sell and auction the farm equipment of the Debtor. Steffes Group will be paid a commission of 5.75% of the sales price. Chris Bair, a partner at Steffes Group, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Steffes Group can be reached at: Chris Bair STEFFES GROUP, INC. 24400 MN Highway 22 South Litchfield, MN 55355-5840 Tel: (320) 693-9371 Fax: (320) 693-9373 About Richland Farms Richland Farms, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-30424) on Feb. 14, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Katherine A. Constantine. Erik A. Ahlgren, Esq., at Ahlgren Law Office, is the Debtor's legal counsel. S & G MACHINE: Taps Inzer McWhorter as Legal Counsel ---------------------------------------------------- S & G Machine, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Inzer, McWhorter, Haney & Skelton, LLC as its legal counsel. The firm will provide these services in the Debtor's Chapter 11 case: a. advise the Debtor of its powers and duties under the Bankruptcy Code; b. negotiate and formulate a Chapter 11 plan of rearrangement acceptable to creditors; and c. deal with secure lien claimants regarding adequate protection and arrangements for payment of debts or contesting the validity of their claims. Robert McWhorter, Jr., Esq., the attorney who will be handling the case, will charge $200 per hour for his services. Mr. McWhorter assures the court that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert D. McWhorter, Jr. Inzer, McWhorter, Haney & Skelton, LLC 235 Broad Street Gadsden, AL 35902 Phone: (256) 546-1656 Fax: (256) 546-1093 About S & G Machine LLC Based in Hokes Bluff, Alabama, S & G Machine, LLC sought protection under Chapter 11 of the Bankrutcy Code (Bankr. N.D. Ala. Case No. 19-40526) on March 29, 2019. At the time of the filing, the Debtor had estimated assets and liabilities of less than $500,000. Judge James J. Robinson presides over the case. Robert D. McWhorter, Jr., Esq., at Inzer, McWhorter, Haney & Skelton, LLC, represents the Debtor as counsel. SILVER II GUERNSEY: S&P Assigns B ICR on Dividend Recapitalization ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to Silver II Guernsey Holdings Ltd. (Sundyne), which plans to pay a dividend to its financial sponsors, Carlyle and BC Partners, and fund the payment by issuing new debt. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to Sundyne's indirect subsidiary Sundyne US Purchaser Inc.'s proposed first-lien credit facilities. These facilities comprise a $450 million term loan, a $100 million revolving credit facility (RCF), and a $30 million letter of credit (LC) facility. S&P's 'B' issuer credit rating on Sundyne reflects its expectation that the company will reduce its S&P-adjusted debt to EBITDA below 6.5x over the next 12 months. The rating also considers the company's high exposure to the cyclical oil and gas industry, its small size and narrow operational scope (limited to the manufacture and distribution of industrial pumps, gas compressors, and replacement parts), and the challenges it could face in maintaining its profitability during oil and gas downturns. In S&P's view, these constraints are somewhat mitigated by Sundyne's strong position in an attractive niche and its recurring aftermarket revenue base. S&P's negative outlook reflects the risk that the company may be unable to deleverage as the rating agency forecasts if the company encounters operating challenges or incurs additional costs while transitioning to become a stand-alone entity. The negative outlook on Sundyne reflects the company's relatively high leverage immediately following the transaction and the risk that it may be unable to execute its growth and profitability enhancements and generate meaningful free cash flow to meet S&P's forecast for leverage of less than 6.5x over the next 12 months. SIZMEK INC: April 17 Meeting Set to Form Creditors' Panel --------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on April 17, 2019, at 11:00 a.m. in the bankruptcy cases of Sizmek Inc., et al. The meeting will be held at: The United States Bankruptcy Court Room 511 One Bowling Green New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Sizmek Inc. Sizmek Inc. and affiliates operate an online advertising campaign management and distribution platform for advertisers, media agencies, and publishers. Sizmek Inc and seven of its subsidiaries filed for bankruptcy protection (Bankr. S.D. N.Y., Lead Case No. 19-10971) on March 29, 2019. The petition was signed by Mark Grether, president and CEO. The Debtors posted estimated assets of $100 million to $500 million and estimated liabilities of $100 million to $500 million. The Debtors tapped Kirkland & Ellis International LLP and Kirkland & Ellis LLP as counsel; FTI Consulting Inc. as financial advisor; and Stretto as claims and noticing agent. SIZMEK INC: Taps Stretto as Claims Agent ---------------------------------------- Sizmek Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Stretto as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of Sizmek and its affiliates. Stretto will be paid at these hourly rates: Analyst $30 - $50 Associate/Senior Associate $65 - $165 Director/ Managing Director $175 - $210 Solicitation Associate $190 Director of Securities $210 James Le, chief operating officer of Stretto, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stretto can be reached at: James Le Stretto 410 Exchange, Suite 100 Irvine, CA 92606 Tel: (800) 634-7734 About Sizmek Inc. Sizmek Inc. is an online advertising campaign management and distribution platform for advertisers, media agencies, and publishers. Sizmek Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10971) on March 29, 2019. Justin R. Bernbrock, Esq., at Kirkland & Ellis LLP, represents the Debtor as counsel. Judge Stuart M. Bernstein presides over the case. SKIN PC: Seeks Authority to Use Wells Fargo Cash Collateral ----------------------------------------------------------- Skin PC, doing business as Ideal Dermatology, seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral on an interim basis until such time as the Court schedules a final hearing on the use of cash collateral. The Debtor believes has only Wells Fargo Bank, N.A. has an interest in cash collateral. Wells Fargo asserts a claim of approximately $1,620,000, secured by a lien encumbering the Debtor's real property located at 905 Alpine, Boulder, Colorado which has a value of approximately $2.2 million and the Debtor's accounts receivable and personal property. The Wells Fargo loan is paid current and the Debtor proposes to maintain ongoing payments in order to save the cost and expense of default interest, penalties, and legal fees. The Debtor will be replacing its accounts, cash, and cash equivalents in the course of its daily operations and therefore, the Debtor is hopeful that the collateral base will remain stable and will improve over time. The Debtor projects that its cash position will be positive after meeting operating expenses during the term of the case. In order to provide adequate protection, the Debtor has proposed the following treatment on account of cash collateral: (a) The Debtor will provide Wells Fargo with a post-petition lien on all post-petition accounts, operating assets, and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of Wells Fargo's interest in the collateral All replacement liens will hold the same relative priority to assets as did the prepetition liens; (b) The Debtor will use cash collateral to pay all post-petition expenses that the Debtor is allowed or required to pay during the course of the case which are generally outlined in the Budget. While the Budget shows a loss per month it is only on account of the interest expense line item which is large due to the interest due on account of the Note payable to Patrick Lillis. The Lillis claim is disputed and unsecured and will not be paid during the case; (c) The Debtor will make all loan payments due to Wells Fargo on time during the course of the chapter 11 case; (d) The Debtor will keep all of Wells Fargo's collateral fully insured; (e) The Debtor will provide Wells Fargo with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; and (f) The Debtor will maintain in good repair all of Wells Fargo's collateral. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/cob19-11650-16.pdf About Skin PC Skin PC and its affiliate Lake Loveland Dermatology, P.C. offer a comprehensive approach to skin care, performing medical, surgical and cosmetic procedures. Skin PC and Lake Loveland Dermatology filed voluntary Chapter 11 petitions (Bankr. D. Colo. Case Nos. 19-11650 and 19-11659, respectively) on March 8, 2019. The petitions were signed by Dr. Kevin Mott, president. At the time of filing, Skin PC disclosed $9,424,053 in assets and $10,680,249 in liabilities. Lake Loveland disclosed $1,671,978 in assets and $124,779 in liabilities. The cases are assigned to Judge Michael E. Romero. Lee M. Kutner, Esq. at Kutner Brinen, P.C., represents the Debtors. SMM INC: Proposed Colson Auction of Three Kentucky Parcels Approved ------------------------------------------------------------------- Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western District of Kentucky authorized SMM, Inc.'s auction sale of the real estates and improvements at and described as: (i) Parcel I - McCracken County - 1002 North 32nd Street, Paducah, Kentucky; (ii) Parcel II - Ballard County - 859 Veterans Avenue, Kevil, Kentucky; and (iii) Parcel III - Crittenden County - 60 Nichols Avenue, Marion, Kentucky. Interested parties may obtain information about the date, time, and place of the sale, as well as the bid procedures to be utilized, from Chris Colson Auction & Realty Co. LLC, 3250 Key Dr., Paducah, KY 42003, http://www.colsonsells.com/. The Auction will be an "absolute" action. The properties will be sold with a 10% buyer's premium added to the gavel price. The 10% premium will be paid to the auctioneer at closing and represents payment of the sale commission to the auctioneer and reimbursement of all advertising and sale expenses. The ordinary seller's costs associated with the sale of the properties including, but not limited to, payment of delinquent ad valorem taxes to McCracken County and Ballard County, proration of taxes for the year of closing, transfer tax, and deed preparation will be paid at closing as an administrative expense without further order from the Court. Two percent of the gavel price will be retained by the Debtor as a carve out for the payment of administrative fees to be approved by the Court. In the event the aggregate administrative expenses are less than the Carve Out funds, then the remaining funds will be distributed pursuant to the priority scheme set forth under the Bankruptcy Code. The full amount of the gavel price, less the Ordinary Cost and the Carve Out, will be immediately paid at closing first to Banterra to satisfy its senior lien prepetition and post-petition claims. Any proceeds in excess of Banterra's senior lien will be paid at closing to CFSB to satisfy its second lien prepetition and post-petition claims. Any proceeds remaining after the payments to Banterra and CFSB will be held by the Debtor pending further order of the Court. Pursuant to the Agreed Order previously entered by the Court on Feb. 20, 2019, the McCracken County and Ballard County properties will be auctioned on or before April 21, 2019. If the net proceeds from the sale of these properties are insufficient to satisfy the claims of Banterra Bank and CFSB, then the Crittenden County property will be scheduled for sale by 60 days from the auction date of the Ballard and McCracken County properties. The Debtor will file a Report of Sale with the Court after the sale of the McCracken County and Ballard County properties. If a third sale of the Crittenden County property is necessary to satisfy the claims of Banterra and CFSB, the Debtor will file a Report of Sale with the Court after the sale of the Crittenden County property. About SMM Inc. SMM, Inc. is the fee simple owner of three assisted living facilities in McCracken County, Ballard County, and Crittenden County, Kentucky, known as New Haven Assisted Living. The properties have a total appraised value of $2.3 million. SMM sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-50737) on Nov. 15, 2018. At the time of the filing, the Debtor disclosed $2,275,000 in assets and $1,296,170 in liabilities. The case is assigned to Judge Alan C. Stout. The Debtor tapped Ryan R. Yates, Esq., at Yates Law Office, as its legal counsel. SOUTH CENTRAL: Allowed to Use Cash Collateral Until May 31 ---------------------------------------------------------- The Hon. Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas inked his approval to a Stipulation and Agreed Order authorizing South Central Houston Action Council d/b/a Central Care Integrated Health Services, to use cash collateral in order to pay ongoing expenses in the ordinary course of business. The Debtor may use cash collateral only in accordance with the budget. The Debtor will be deemed in compliance with any line item in the Budget so long as Debtor does not exceed such budgeted amount by more than an aggregate of 10%. Capital One, N.A. is a secured creditor of Debtor's estate, holding perfected security interests and liens in, among other things, the Debtor's estate located at 8610 and 8612 Martin Luther King, Jr. Blvd., Houston Texas 77033 and all the rents and proceeds of the same. The collateral secures all indebtedness owed by the Debtor to Capital One, which indebtedness was not less than $1,239,000, as of the Petition Date. The Debtor has advised the Court that it has reached an agreement with Capital One to allow the Debtor to use cash collateral pursuant to the following terms and conditions: (A) Capital One is granted replacement liens and security interests on all assets of Debtor and its estate, whether now existing or hereafter acquired, and the proceeds, income and profits and offspring of any of the foregoing, to secure the Debtor's use of cash collateral. Such replacement liens and security interests (i) are subordinate only to any prior existing and validly perfected liens and security interest in such assets, (ii) are automatically perfected, and (iii) except to the extent of any such subordination, they are first priority replacement liens and security interests. (B) The Debtor will provide Capital One with (i) weekly copies of Debtor's check registers, (ii) the Debtor's 2018 tax return (if filed) or written confirmation from the IRS by April 15, 2019 that the Debtor has obtained or requested an extension of the deadline to file its 2018 tax return, and (iii) any other financial information reasonably requested by Capital One. (C) Capital One will be entitled to the benefits of 11 U.S.C. Section 507(b) in the event the value of the postpetition replacement collateral proves insufficient to enable Capital One to collect the aggregate amount of cash collateral used by the Debtor, or in the event the value of Capital One's prepetition collateral diminishes during the Chapter 11 proceeding. (D) The Debtor will timely deposit all post-petition taxes (whether federal, state or local) with the appropriate taxing authorities and timely file appropriate tax return. (E) The Debtor will timely pay all U.S. Trustee fees. (F) The Debtor will maintain insurance with respect to all of Capital One's collateral for all the purposes and in the amounts maintained by the Debtor in accordance with the requirements of its loan documents with Capital One. Such insurance will contain a standard mortgage clause with Capital One named as loss payee. (G) The Debtor's right to use cash collateral will expire the earlier of (i) midnight on May 31, 2019, (ii) appointment of a Chapter 11 trustee, (iii) conversion of the case to a Chapter 7 case, (iv) lifting of the automatic stay to allow Capital One or any other secured creditor to foreclose its liens on any of the collateral, or (v) the Debtor's failure to timely provide Capital One with any of the reports, information or statements required pursuant to the Agreed Order. (H) All cash collateral will be deposited into a cash collateral account at any U.S. Trustee approved depository institution. Such cash collateral account will contain only cash collateral and will not be co-mingled with any other funds. (I) The Debtor will allow representatives of Capital One (including without limitation one or more appraisers) full access to Debtor's real estate to perform an inspection and appraisal of such real estate. (J) The Debtor will pay to Capital One $12,608.23, every 6th day of the month, as partial adequate protection. A copy of the Stipulation and Agreed Order is available at http://bankrupt.com/misc/txsb19-30371-28.pdf About South Central Houston Action Council South Central Houston Action Council, which conducts business under the name Central Care Integrated Health Services, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-30371) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Jeffrey P. Norman. The Debtor tapped the Law Office of Nelson M. Jones as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. STRATEGIC OIL: Obtains Creditor Protection Under CCAA ----------------------------------------------------- Strategic Oil & Gas Ltd. and its wholly owned subsidiary, Strategic Transmission Ltd. (SOG) (collectively, "Strategic" or the "Company") on April 10, 2019, disclosed that it has obtained creditor protection under the Companies' Creditors Arrangement Act ("CCAA") pursuant to an Order granted by the Court of Queen's Bench of Alberta (the "Court") dated April 10, 2019. As a result of the Company's working capital deficit, limited cash flows from operating activities and current inability to access capital markets, and after careful consideration of all other available alternatives, the Board of Directors of Strategic determined that it was in the best interests of the Company and its stakeholders to obtain creditor protection under the CCAA. The Court has appointed of KPMG Inc. as the monitor ("Monitor") to oversee the CCAA proceedings and report to the Court. During the CCAA proceedings, it is expected that every day obligations to employees, key suppliers of goods and services and the Company's customers will, subsequent to the filing date, continue to be met. While under CCAA protection, management of the Company will remain responsible for the day-to-day operations of the Company under the general oversight of the Monitor. The Company intends to seek approval to initiate a sale and investment solicitation process ("SISP") to be conducted in conjunction with the CCAA proceedings, intended to generate interest in the business and/or the assets of the Company, with the goal of maximizing value for all stakeholders. Further news releases will be provided on an ongoing basis throughout the CCAA process as may be determined necessary. About Strategic Oil & Gas Strategic is a junior oil and gas company with operated light oil assets, primarily in northern Alberta. Strategic's primary operating area is at Marlowe, Alberta. TOISA LIMITED: Court Confirms 3rd Chapter 11 Liquidation Plan ------------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York confirmed the third amended joint Chapter 11 plan of liquidation dated March 12, 2019, of Toisa Limited and certain of its affiliates, and that Plan became effective on March 29, 2019. Judge Chapman noted that each Chapter 11 case of the affiliated Debtors will be deemed closed as of the effective date. A full-text copy of the Debtors' third amended Chapter 11 liquidation plan is available for free at https://is.gd/bqe3vz About Toisa Limited Toisa Limited owns and operates offshore support vessels for the oil and gas industry. Toisa Limited and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29, 2017. In the petitions signed by Richard W. Baldwin, deputy chairman, Toisa Limited estimated $1 billion to $10 billion in assets and liabilities. Judge Shelley C. Chapman is the case judge. Togut, Segal & Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors hired Kurtzman Carson Consultants LLC as administrative agent, and claims and noticing agent; and Scura Paley Securities LLC, as financial advisor. The U.S. Trustee for Region 2 formed an official committee of unsecured creditors on May 18, 2017. The Creditor's Committee retained Sheppard Mullin Richter & Hampton LLP, as counsel; and Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts counsel. Blank Rome LLP, is the special maritime counsel. UFC HOLDINGS: Moody's Lowers 1st Lien Loan Rating to 'B2' --------------------------------------------------------- Moody's Investors Service affirmed UFC Holdings, LLC's B2 corporate family rating and downgraded the upsized 1st lien term loan to B2 from B1. The outlook remains stable. UFC is expected to increase the size of the 1st lien term loan by $435 million which will be used to repay the existing $425 million 2nd lien term loan and pay transaction related expenses. The transaction will increase pro forma leverage slightly to 7.8x from 7.7x as of Q4 2018, but leverage is expected to decline to the mid 5x range by the end of 2019 as the new media contract with ESPN drives growth. The revolving credit facility will be upsized to $162.75 million from $150 million and the maturity date will be extended one year to 2022. The upsize of the 1st lien term loan to repay the existing 2nd lien term loan will result in an all first lien debt structure which led to the downgrade of the 1st lien rating to B2 and in line with the B2 CFR. The rating on the existing 2nd lien term loan and revolving credit facility will be withdrawn after the closing of the transaction. The following is a summary of Moody's actions: Affirmations: Issuer: UFC Holdings, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Downgrades: Issuer: UFC Holdings, LLC $1,877 million Senior Secured 1st lien Term Loan due 2023, Downgraded to B2 (LGD4) from B1 (LGD3) Assignments: Issuer: UFC Holdings, LLC $162.75 million Senior Secured 1st lien Revolving Credit Facility due 2022, Assigned B2 (LGD4) Outlook Actions: Issuer: UFC Holdings, LLC Outlook, Remains Stable RATINGS RATIONALE UFC Holdings, LLC's (UFC) B2 CFR reflects very high pro forma leverage of 7.8x as of Q4 2018 (including Moody's standard adjustments) but is expected to decline materially in 2019 as the impact of the new media and pay per view (PPV) contracts with ESPN are reflected in the results. The US media agreement with ESPN replaces the existing agreement with Fox that ended in 2018 and is expected to lead to a material increase in revenue and EBITDA. UFC also recently entered into an agreement with ESPN for the domestic residential PPV rights for the next seven years and extended the media rights agreement out to seven years from five years. While the media rights deal is projected to lead to a material increase in revenue and EBITDA for the company, the PPV agreement is expected to dramatically reduce the volatility of the business. Historically, results were heavily impacted by the strength of the fight card and last minute changes to the event due to fighter injuries or suspensions. The new PPV agreement dramatically lowers the level of volatility and impact from the retirement of popular fighters, although it may also reduce the upside potential. UFC benefits from its position as the largest mixed martial arts (MMA) promotion company, although Moody's expects competition in the industry will continue to increase. UFC's competitive position is enhanced by its first mover advantage in structuring and organizing the sport, growing fan interest and loyalty with respect to UFC, brand strength in MMA, and its large contractually bound pool of fighters with strong opportunities for exposure and profit. Above average operating margins reflect the company's ability to leverage its existing premium MMA brand and supports free cash flow generation. Increases in contractual media rights revenue will contribute meaningfully to EBITDA growth and Moody's expects the company will have the opportunity to renew international media rights deals at higher levels following the media rights deal in the US. The PIK preferred equity (which is not included in Moody's debt calculation) increases the potential for cash flow or additional debt to be used to repay the preferred equity over time. Moody's also expects UFC to benefit from WME IMG, LLC's (which is a subsidiary of the parent company) relationships and capabilities to support growth and increase international expansion opportunities over the investment horizon. UFC is contractually bound to pay $25 million in annual management fees to WME IMG, LLC. Moody's anticipates that UFC will maintain an adequate liquidity profile over the next twelve months with a cash balance of $91 million as of Q4 2018 at the guarantor entity. The company will also have an undrawn revolving credit facility that was upsized to $162.75 million from $150 million and the maturity date of the revolver was extended one year to 2022. UFC is projected to generate free cash flow as a percentage of debt of almost 10% in 2019 given the limited capex requirement of the business. Moody's expects a portion of free cash flow may be directed to acquisition consideration payments, partner distributions related to tax reimbursement payments, or used to help repay the preferred equity shares outstanding. The term loan is covenant lite and the proposed revolver contains a 6.5x maximum first lien leverage ratio when more than 35% of the revolver is drawn. Endeavor Operating Company, LLC is subject to a $75 million contingent acquisition payment upon the achievement by UFC of $350 million of LTM EBITDA. The stable outlook reflects Moody's expectation for significant growth in revenue and EBITDA with less volatility due to the new media and PPV agreements with ESPN. While leverage is high, Moody's expects it to decline to the mid 5x range by the end of 2019 absent any additional debt issuance. An upgrade could occur if leverage declines below 5x (including Moody's adjustments) with continued positive revenue and EBITDA growth as well as a good liquidity profile. Confidence would also be needed that the financial policy of the company would be consistent with a higher rating level and the preferred equity and acquisition consideration obligations were repaid. Moody's could downgrade UFC's ratings if the company failed to reduce leverage below 7x (including Moody's adjustments) by the end of 2019 as a result of additional debt issuance. A weak liquidity position or elevated concern about its ability to remain in compliance with its financial covenants could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. UFC Holdings, LLC is the world's leading promoter of mixed martial arts (MMA) sports competition events. MMA is an individual combat sport with international appeal, which combines techniques from various combat sports and martial arts, including boxing, karate, judo, jiu-jitsu, kickboxing, and wrestling and is governed by the "Unified Rules of MMA". Endeavor Operating Company, LLC is the majority shareholder. Revenues for 2018 were well over $600 million. [*] Potter Anderson Adds Three New Lawyers to Bankruptcy Practice ----------------------------------------------------------------- Potter Anderson & Corroon LLP on April 8 announced the addition of Christopher M. Samis and L. Katherine Good as partners in the bankruptcy and restructuring practice. Aaron H. Stulman also joins the firm as an associate. Mr. Samis, Ms. Good and Mr. Stulman join Potter Anderson from Whiteford, Taylor & Preston. "Bolstering our bankruptcy practice is a long-term strategic priority," said Potter Anderson Chair Kathleen Furey McDonough. "The team has an outstanding reputation, strong working relationships with co-counsel, and tremendous potential to expand their practices on our platform. I am thrilled to welcome them to the firm." Named as leading Delaware bankruptcy lawyers by Chambers USA and recognized on Benchmark Litigation's "40 & Under Hot List," Mr. Samis and Ms. Good have represented debtors, committees, lenders, purchasers, and significant creditors before the Delaware bankruptcy courts for over 12 years. "I'm delighted to be joining Potter Anderson," said Mr. Samis. "It will be a great opportunity to work with a firm looking to further diversify its broad practice portfolio with additional investments in bankruptcy. My clients are gaining access to a deep bench of go-to Delaware lawyers, and I'm looking forward to building a market-leading bankruptcy practice at one of the most highly regarded Delaware firms." Ms. Good, who is currently chair of the Delaware State Bar Association's Bankruptcy Law Section, said, "Joining Potter Anderson is an ideal fit for my clients and career, due to its impressively strong Delaware-focused platform. Given the firm's excellent reputation and position in the market, I know my practice will thrive." David E. Moore, chair of Potter Anderson's litigation group, added, "Bringing these three lawyers on board is a tremendous boost to our bankruptcy practice and our overall litigation team. They will play a key part in our plan to expand practices with a Delaware advantage." "Chris and Katie have long been known as 'ones to watch' in the Delaware bankruptcy bar," said Jeremy W. Ryan, Potter Anderson bankruptcy partner and immediate past chair of the Delaware State Bar Association's Bankruptcy Law Section. "They have what clients want -- top-notch substantive knowledge with a practical, service-oriented approach. I'm looking forward to having them join our team." Mr. Samis received his J.D. from Villanova University School of Law in 2005 and his B.A. from the University of Delaware in 2002. Ms. Good received her J.D. from Emory University School of Law in 2006 and her B.A., with honors, from the University of North Carolina at Chapel Hill in 2003. Mr. Stulman received his J.D., magna cum laude, from Widener University School of Law in 2012 and his B.A. from Franklin and Marshall College in 2009. About Potter Anderson & Corroon LLP Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national and international clients. With more than 80 attorneys, the firm's practice is centered on corporate law, corporate litigation, intellectual property, commercial litigation, bankruptcy, labor and employment, and real estate. [^] BOOK REVIEW: Macy's for Sale -------------------------------- Author: Isadore Barmash Paperback: 180 pages List price: $34.95 Review by Henry Berry Order your personal copy today at http://www.beardbooks.com/beardbooks/macys_for_sale.html Isadore Barmash writes in his Prologue, "This book tells the story of Macy's managers and their leveraged buyout, the newest and most controversial device in the modern financial armament" when it took place in the 1980s. At the center of Barmash's story is Edward S. Finkelstein, Macy's chairman of the board and chief executive office. Sixty years old at the time, Finkelstein had worked for Macy's for 35 years. Looking back over his long career dedicated to the department store as he neared retirement, Finkelstein was dismayed when he realized that even with his generous stock options, he owned less than one percent of Macy's stock. In the 185 years leading up to his unexpected, bold takeover, Finkelstein had made over Macy's from a run-of-the-mill clothing retailer into a highly profitable business in the lead of the lucrative and growing fashion and "lifestyle" field. To aid him in accomplishing the takeover and share the rewards with him, Finkelstein had brought together more than three hundred of Macy's top executives. To gain his support for his planned takeover, Finkelstein told them, "The ones who have done the job at Macy's are the ones who ought to own Macy's." Opposing Finkelstein and his group were the Straus family who owned the lion's share of Macy's and employees and shareholders who had an emotional attachment to Macy's as it had been for generations, "Mother Macy's" as it was known. But the opponents were no match for Finkelstein's carefully laid plans and carefully cultivated alliances with the executives. At the 1985 meeting, the shareholders voted in favor of the takeover by roughly eighty percent, with less than two percent opposing it. The takeover is dealt with largely in the opening chapter. For the most part, Barmash follows the decision making by Finkelstein, the reorganization of the national company with a number of branches, the activities of key individuals besides Finkelstein, Macy's moves in the competitive field of clothing retailing, and attempts by the new Macy's owners led by Finkelstein to build on their successful takeover by making other acquisitions. Barmash allows at the beginning that it is an "unauthorized book, written without the cooperation of the buying group." But as he quickly adds, his coverage of Macy's as a business journalist and his independent research for over a year gave him enough knowledge to write a relevant and substantive book. The reader will have no doubt of this. Barmash's narrative, profiles of individuals, and analysis of events, intentions, and consequences ring true, and have not been contradicted by individuals he writes about, subsequent events, or exposure of material not public at the time the book was written. First published in 1989, the author places the Macy's buyout in the context of the business environment at the time: the aggressive, largely laissez-faire, Reagan era. Without being judgmental, the author describes how numerous corporations were awakened from their longtime inertia, while many individuals were feeling betrayed, losing jobs, and facing uncertain futures. Isadore Barmash, a veteran business journalist and author, was associated with the New York Times for more than a quarter-century as business-financial writer and editor. He also contributed many articles for national media, Reuters America, and the Nihon Kenzai Shimbun of Japan. He has published 13 books, including a novel and is listed in the 57th edition of Who's Who in America. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***