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/raid1/www/Hosts/bankrupt/TCR_Public/190423.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 23, 2019, Vol. 23, No. 112 Headlines 4921 12TH AVENUE: Seeks Permission to Use Rental Income 552 OVINGTON: Seeks to Extend Exclusive Filing Period to May 23 ACELITY LP: S&P Hikes ICR to 'B+'; Outlook Pos. on Announced IPO ALCAP PROPERTIES: Has Loan Commitment to Borrow Funds for Plan AMERICAN CENTER FOR CIVIL: Seeks to Extend Exclusivity Period AMYRIS INC: Assigns Rights Under Value Sharing Agreement to DSM ARISTA ACADEMY: Seeks Authority to Use Cash Collateral ARR INVESTMENTS: Seeks Authorization to Use Cash Collateral AT HOME HOLDING: Moody's Alters Outlook on B1 CFR to Negative AYTU BIOSCIENCE: Completes Exchange Transaction with Armistice BOCA HEALTH: Allowed to Use Cash Collateral on Final Basis BRIAN G. MEEHAN: Exclusive Plan Filing Period Extended Until June 2 BUSY B'S: U.S. Trustee Unable to Appoint Committee CABLE ONE: S&P Rates New $1.05BB Secured Debt Facilities 'BB+' CAMBER ENERGY: Gets Prelim. OK from NYSE of Acquisition Transaction CELLECTAR BIOSCIENCES: Amends Employment Contracts with CEO & CBO CENTRAL MOTORCYCLE: Taps Ellen Eisenlohr Dorn as Special Counsel CHARLOTTE RUSSE: Seeks to Hire PwC to Provide Tax Services CORETECH INDUSTRIES: Court Confirms Chapter 11 Plan DFC HOLDINGS: Seeks to Hire Hinkle Law Firm as Legal Counsel DILLARD'S INC: Fitch Affirms BB Rating on Capital Securities DITECH HOLDING: Consumer Creditors Object to Disclosure Statement DITECH HOLDING: U.S. Trustee Objects to Disclosure Statement EIG MANAGEMENT: S&P Cuts ICR to 'BB' on Weaker Fund XVII Fundraise ENVIGO HOLDINGS: S&P Puts CCC+ ICR on Watch Pos. on Covance Deal ERI AMERICA: Unsecured Creditors to Get Nothing Under Plan FC GLOBAL: Appoints Two New Members to Board of Directors GARY REED ENTERPRISES: Plan Filing Period Extended for 60 Days GK HOLDINGS: Moody's Cuts CFR to Caa2 & 1st Lien Loans to Caa1 GMI GROUP INC: Allowed to Use Cash Collateral on Final Basis GREEN GROUP: Unsecured Creditors to Get Full Payment HOT SPRINGS TAXI: U.S. Trustee Unable to Appoint Committee IDEAL DEVELOPMENT: Files Amended Plan to Correct Scrivener's Error IF STUDIOS: Unsecured Creditors to Get 65% Under Plan INPIXON: May Issue 1.16 Million Shares Under Incentive Plans IOTA COMMUNICATIONS: Delays Form 10-Q for Quarter Ended Feb. 28 J.D.B.O. VENTURES: May 14 Plan Confirmation Hearing JAGUAR HEALTH: Napo's Chief Commercial Officer Resigns JAMES CANDY: Seeks to Hire Union Standard as Auctioneer JJE INC: DOJ Watchdog Directed to Appoint Patient Care Ombudsman JTJ RESTAURANTS: Taps David Southwell as Accountant KAPPA DEVELOPMENT: Plan Outline Hearing Scheduled for June 6 LAWN ADVISORY: May 17 Plan, Disclosures Hearing Set LBJ HEALTHCARE: PCO Files 16th Interim Report M&G MEXICO: Chapter 15 Case Summary MDC PARTNERS: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable MID-CITIES HOME: April 24 Hearing to Determine PCO Appointment MOUNTAINEER GAS: Fitch Affirms LT IDR at 'BB+', Outlook Stable MRC CRESTVIEW: Fitch Affirms BB+ Rating on $47.3MM 2016 Bonds MULE CAMP: Seeks Authorization to Use Cash Collateral MURRAY GROUP: Unsecured Creditors to Receive 10% of Allowed Claims NEIMAN MARCUS: Agrees to Extend Deadline to Launch Exchange Offer NORTH AMERICA STEEL: July 18 Plan Confirmation Hearing NOVABAY PHARMACEUTICALS: Jian Fu Has 33% Stake as of March 12 NOVABAY PHARMACEUTICALS: OP Financial is No Longer a Shareholder NPC INTERNATIONAL: S&P Lowers ICR to 'CCC+'; Outlook Negative OCALA INN: Seeks Access to CenterState Bank Cash Collateral OMNIL CORPORATION: Plan, Disclosures Hearing Set for May 8 OOTZIE PROPERTIES: Seeks to Hire Goosmann as Special Counsel OPTIMIZED LEASING: Plan Outline Hearing Continued to May 22 ORCHARD ACADEMY: Taps Bederson to Conduct Asset Valuation OUTLOOK THERAPEUTICS: BioLexis Has 70.9% Stake as of April 12 OWENSBORO HEALTH: Fitch Alters Outlook on BB+ IDR to Positive OXFORD ASSOCIATES: May 9 Plan Confirmation Hearing PACHANGA INC: Objects to NYC's $1.87MM Tax Claims PAINTSVILLE INVESTORS: PCO Files 5th Report PHI INC: April 25 Meeting Set to Form Equity Committee PHI INC: Seeks Court Approval to Hire Professionals PINNACLE GROUP: U.S. Trustee Unable to Appoint Committee PIUS STREET ASSOCIATES: Case Summary & 3 Unsecured Creditors POUGHKEEPSIE CITY: Moody's Rates 2019 Public Improvement Bonds Ba1 PRESIDENTS PUB: Seeks to Hire Calaiaro Valencik as Legal Counsel PUTNAM COUNTY: Moody's Affirms Ba3 GOULT Rating, Outlook Negative QUICKEN LOANS: S&P Alters Outlook to Negative on Declining EBITDA RANDAL D. HAWORTH: PCO Files 6th Interim Report REVERE POWER: S&P Assigns 'BB-' Debt Rating; Outlook Stable REYES P. ALONZO: May 13 Plan Confirmation Hearing SCHROEDER BROTHERS: Jane Zimmerman Appointed Liquidating Trustee SCHULTE PROPERTIES: May 29 Disclosure Statement Hearing SCIENTIFIC GAMES: Preliminary Q1 Results for Social Gaming Segment SEBA BROS: BMO Harris Seeks Review of Disclosure Statement OK SEBA BROS: May 20 Hearing on Plan and Disclosure Statement SHARING ECONOMY: Li Cho Fu Quits as Audit Committee Chairman SHERIDAN FUND: S&P Cuts ICR to 'CCC-; Outlook Negative SILVERADO STAGES: New Plan Discloses Sale of Sacramento Property SIMKAR LLC: Seeks Authorization to Use Capstone Cash Collateral SIMKAR LLC: Unsecured Creditors Seek Ch. 11 Trustee Appointment SIZMEK INC: U.S. Trustee Forms 7-Member Committee SKIN PC: U.S. Trustee Unable to Appoint Committee SKYPATROL LLC: Judge Grants Final Extension of Exclusivity Period SMART & FINAL: S&P Places 'B' Issuer Credit Rating on Watch Neg. SOAS LLC: U.S. Trustee Unable to Appoint Committee SUNCREST STONE: Newtek Seeks Ch. 11 Trustee Appointment, Examiner SUNEX INTERNATIONAL: Seeks to Hire Vaupen as Investment Banker SYNAMEDIA AMERICAS: Moody's Cuts CFR to Caa1, Outlook Stable TATE'S AUTOMOTIVE: FMCC Does Not Consent Cash Collateral Use TC3 FOUNDATION INC., NY: S&P Cuts 2013A Revenue Bond Rating to B- TREASURE ISLES: U.S. Trustee Unable to Appoint Committee TRINITY INVESTMENT: Creditor Seeks Chapter 11 Trustee Appointment TWIN RIVER: Moody's Gives B1 CFR & Rates $600MM Secured Loans Ba2 UNITED CHARTER: Seeks Access to Creditors Cash Collateral UNITED METHODIST: U.S. Trustee Unable to Appoint Committee US FINANCIAL: Creditor Seeks Ch. 11 Trustee Appointment, Examiner VALADOR INC: Wants to Continue Using Essex Bank Cash Collateral VANGUARD OF MEMPHIS: May 21 Plan Confirmation Hearing VERITY HEALTH: PCO Files 3rd Report VERMONT IRISH: U.S. Trustee Objects to Disclosure Statement VEROBLUE FARMS: Taps Thompson & Knight as Local Counsel WINDLEY KEY: Court Approves Disclosures, Confirms Chapter 11 Plan X-TREME BULLETS: Court Denies TTB's Bid for Trustee Appointment YBARRA ENTERPRISES: Files March 2019 Self-Report on Patient Care YEAMAN MACHINE: Allowed to Use Cash Collateral Through May 31 [^] Large Companies with Insolvent Balance Sheet ********* 4921 12TH AVENUE: Seeks Permission to Use Rental Income ------------------------------------------------------- 4921 12th Avenue LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to use cash collateral generated from the rental income of the Real Property known as 4921 12th Avenue, Brooklyn, NY 11219. At the time of the bankruptcy filing, the Debtor valued the Real Property as being worth approximately $10,000,000. The Real Property is secured by a first mortgage held by Galster Funding, in the approximate amount of $6,500,000. Galster Funding has an assignment of rents as set forth in the Mortgage. In addition to the secured mortgage held by Galster, Old Republic National Title Insurance Company also claims a security interest in the Real Property. In its proof of claims, Old Republic stated that it acquired its claim from Beis Chasidei Gorlitz, Inc. Old Republic also stated that $2,000,000, of the $13,500,000, allegedly owed to it, is securitized by virtue of Recorded Mortgages. The Debtor believes Galster Funding is adequately protected with the rent roll at the Real Property exceeding the amount of the postpetition monthly mortgage payments each month. Nonetheless, as adequate protection, the Debtor will: (a) use the cash collateral only in the ordinary course of business to preserve and protect the Real Property, (b) maintain strict records with respect to the use of the cash collateral, (c) furnish the mortgagee with the required monthly operating reports to be filed as required by the Office of the U.S. Trustee upon request, and (d) provide Galster Funding a replacement lien on Debtor's assets to the extent of any erosion of mortgagee's cash collateral as a result of Debtor's use of the rents. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/nyeb18-47256-24.pdf About 4921 12th Avenue 4921 12th Avenue LLC is a real estate lessor headquartered in Brooklyn, New York. The company is a single asset real estate, as defined in 11 U.S.C. Section 101(51B). 4921 12th Avenue filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-47256) on Dec. 20, 2018. In the petition signed by Yehuda Salamon, sole member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Carla E. Craig. Balisok & Kaufman, PLLC, is the Debtor's counsel. 552 OVINGTON: Seeks to Extend Exclusive Filing Period to May 23 --------------------------------------------------------------- 552 Ovington LLC asked the U.S. Bankruptcy Court for the Eastern District of New York to extend the period during which it has the exclusive right to file a Chapter 11 plan through May 23, and to solicit acceptances for the plan through Aug. 6. The company's real property in Brooklyn, N.Y., is encumbered by liens held by creditors Green Tree Servicing LLC and Fairmont Funding LLC. Green Tree filed a claim in the amount of $646,942.30 while the other creditor failed to file a timely claim despite receiving notice of the bar date. 552 Ovington is currently seeking to restructure its debt and properly market the property, and needs additional time to negotiate with the creditors regarding the treatment of their claims. About 552 Ovington LLC 552 Ovington LLC is the owner of a 5,000-square-foot vacant land at 552 Ovington Avenue, Brooklyn, New York, which it acquired in 2016 following a foreclosure sale from the foreclosing third mortgagee, Congregation Imrei Yehuday. The property does not generate income. 552 Ovington LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-43983) on July 11, 2018. In the petition signed by Tim Ziss, managing member, the Debtor disclosed $1,006,564 in liabilities. Judge Nancy Hershey Lord presides over the case. The Debtor tapped Goldberg Weprin Finkel Goldstein, LLP as its legal counsel. ACELITY LP: S&P Hikes ICR to 'B+'; Outlook Pos. on Announced IPO ---------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on San Antonio-based wound-therapy company Acelity L.P. Inc. to 'B+' from 'B' reflecting the company's improved operating performance and its expectation that the company will be able to withstand competitive pressures, maintaining its financial measures at the improved levels. Acelity recently announced its intention for an IPO and filed an S-1 with the SEC. The company indicated that the primary proceeds will be used to repay debt. S&P expects the financial sponsor will gradually reduce its stake over time. Meanwhile, S&P raised the issue level ratings on the first-lien senior secured debt to 'B+' from 'B' and the ratings on the third-lien debt to 'B' from 'B-'. The upgrade reflects Acelity's improved 2018 credit measures and S&P's expectation that the company will maintain leverage below 5.5x and generate free operating cash flow (FOCF) in excess of $100 million per year. S&P believes the company will continue to leverage its market leadership position in the negative pressure wound therapy (NPWT) market in the U.S. S&P expects the company to sustain credit measures at the improved level, helped by launches of improved versions of existing products, and as it focuses on faster growing markets and further penetrates the global market outside the U.S. to offset pricing pressure and reimbursement challenges. The rating agency also believes that Acelity's revenue, profitability, and cash flow will generally be less volatile than it was during the past two years." The positive outlook reflects the potential for a higher rating if, following the IPO, the company adopts a more conservative financial policy and maintains its long-term leverage comfortably below 5x. "We could revise the outlook back to stable if the company does not successfully complete an IPO, which would remove the prospect for further deleveraging. We also could revise the outlook back to stable if, despite a successful IPO completion, Acelity experiences continued pricing pressure from intensified competition, challenges from declining reimbursement rates, disruption in its distribution channel, or other operational difficulties such that its free cash flow drops below $100 million level or leverage stays near or above 5x," S&P said. "We could consider an upgrade if, as a result of the IPO, Acelity adopts a more conservative financial policy such that leverage declines comfortably below 5x while the company's FOCF generation remains robust, in excess of $100 million per year," the rating agency said. ALCAP PROPERTIES: Has Loan Commitment to Borrow Funds for Plan --------------------------------------------------------------- Alcap Properties, LLC, filed an amended small business Chapter 11 plan and accompanying disclosure statement disclosing that the Debtor will have enough cash on hand on the within 45 days of the Effective Date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. The Debtor has secured a Loan Commitment to borrow sufficient funds to fund the Plan. The proposed loan will at a rate of not more than 5% per annum, with no origination or administrative fees. The anticipated loan calls for no payments and no interest for a period of not less than (2) years. During that period of time the Farrah will be making capital contributions to fund repairs and improvements to the Property that are necessary for the property to produce cashflow to service the debt and other expenses. Class 1 - Goldman Sachs Mortgage Company are impaired. Allowed Secured Claim: $275,000.00. Within 45 days of the Effective Date of the Plan, the Debtor shall tender the sum of $275,000 to Goldman Sachs in full satisfaction of its secured claim. Within fifteen (15) business days, Goldman Sachs shall deliver to the Debtor a release of its security interest suitable for filing on the Land Records of the Town of Cromwell. A redlined version of the First Amended Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y6l24ajjfrom PacerMonitor.com at no charge. Attorney for the Plan Proponent is Gregory F. Arcaro, Esq. About Alcap Properties Alcap Properties, LLC, is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1 - 5 Alcap Ridge Cromwell, Connecticut. Alcap Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30016) on Jan. 7, 2019. It previously sought bankruptcy protection (Bankr. D. Conn. Case No. 14-31687) on Sept. 8, 2014. At the time of the filing, the Debtor disclosed $275,000 in assets and $1,337,301 in liabilities. The case is assigned to Judge Ann M. Nevins. Grafstein & Arcaro LLC is the Debtor's counsel. AMERICAN CENTER FOR CIVIL: Seeks to Extend Exclusivity Period ------------------------------------------------------------- American Center for Civil Justice, Religious Liberty & Tolerance Inc. asked the U.S. Bankruptcy Court for the District of New Jersey to extend by 120 days its exclusivity period to confirm a Chapter 11 plan. The Debtor's current exclusivity period expired on April 8. The Debtor filed its original plan of reorganization on Sept. 24, 2018. After the filing of the plan, however, the Debtor's attorney suffered a medical condition that rendered him unable to continue in his representation of the Debtor. Consequently, the court did not conduct the hearing on the adequacy of the disclosure statement that was initially scheduled for Oct. 24, 2018. In an attempt to reach a resolution of the issues in the Debtor's bankruptcy case, the court held settlement conferences between Oct. 24 and Dec. 10, 2018. Unfortunately, all hearings were routinely adjourned and the court did not rule on the adequacy of the disclosure statement. The court determined that in order to level the playing field in the confirmation, it would first determine the validity of the claims of Joshua Ambush as well as allow Dr. Michael Engelberg to proceed with his objection to the claim. As a result, the confirmation hearings have been put on hold indefinitely pending resolution of the claims. Since Jan. 22 when the court extended the exclusivity until April 8, the parties have litigated the claims. Thus, the Debtor has had no ability to proceed with the confirmation of its plan, according to filings. About American Center for Civil Justice American Center for Civil Justice, Religious Liberty & Tolerance, Inc., is a tax-exempt organization that provides legal services. Its mission is to defend and foster religious liberty, protection of civil and social and religious, tolerance. It is an affiliate of American Center for Civil Justice, Inc. ACCJ sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-26095) on Aug. 12, 2018. In the petition signed by Jed Perr, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Christine M. Gravelle presides over the case. The Debtor tapped Joseph Covello, Esq., at Lynn Gartner Dunne & Covello, LLP, as its legal counsel. AMYRIS INC: Assigns Rights Under Value Sharing Agreement to DSM --------------------------------------------------------------- As previously reported, on Dec. 28, 2017, Amyris, Inc., entered into a Value Sharing Agreement with an affiliate of Koninklijke DSM N.V., a commercial partner of the Company and an owner of greater than five percent of the Company's outstanding common stock, with the right to designate two members of the Company's Board of Directors. On April 16, 2019, the Company entered into an Assignment and Assumption Agreement with DSM, pursuant to which the Company agreed to assign to DSM, and DSM agreed to assume, all of the Company's rights and obligations under the Value Sharing Agreement. In consideration for the Assignment, DSM agreed to pay the Company $57.0 million, $29.1 million of which would be paid to the Company in cash, with the remaining $27.9 million being used to pay certain existing obligations of the Company to DSM. The closing of the Assignment, and the payment of the Assignment Consideration, occurred on April 16, 2019. The Company used a majority of the cash proceeds from the Assignment to repay a portion of its 9.50% Convertible Senior Notes due 2019 and intends to use the balance for working capital and other general corporate purposes. Retires 9.50% Notes On April 15, 2019, the Company failed to pay an aggregate of $39.7 million of outstanding principal and accrued interest on the 9.50% Notes when due at maturity. The Payment Default resulted in an event of default under the Indenture, dated Oct. 20, 2015, as amended, between the Company and Wells Fargo Bank, National Association, as trustee, relating to the 9.50% Notes, and caused an acceleration of the outstanding principal and accrued interest under the 9.50% Notes, which were already due and payable. The Payment Default also triggered cross-defaults under other debt instruments of the Company with an aggregate principal amount of $193.4 million, which permitted the holders of such indebtedness to accelerate the amounts owing under those instruments. On April 16, 2019, the Company repaid the 9.50% Notes in full with proceeds from the Assignment and the Foris Investment, and the 9.50% Notes were retired. As a result of such repayment, the Payment Default and related cross-defaults were cured. No holders of indebtedness triggered by cross-defaults took action to accelerate their instruments prior to the cure of the Payment Default. Unregistered Sales of Equity Securities On April 15, 2019, the Company entered into a Securities Purchase 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 outstanding Common Stock, pursuant to which the Company agreed to sell and issue to Foris 6,732,369 shares of Common Stock at a price of $2.87 per share, the closing bid price of the Common Stock on the Nasdaq Global Select Market on the trading day immediately prior to the date of execution of the Purchase Agreement, as well as a warrant to purchase 5,424,804 shares of Common Stock at an exercise price of $2.87 per share, for aggregate proceeds to the Company of $20.0 million. The Purchase Agreement includes customary representations, warranties and covenants of the parties. The closing of the Foris Investment occurred on April 16, 2019. The Company used the proceeds from the Foris Investment to repay a portion of the 9.50% Notes, as described above. 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. ARISTA ACADEMY: Seeks Authority to Use Cash Collateral ------------------------------------------------------ Arista Academy, Inc., requests the U.S. Bankruptcy Court for the Middle District of Florida for authority to use cash collateral in accordance with the initial six-week budget subject to a variance of 10% of each line item. The Debtor will require the use of approximately $78,541 of cash collateral to continue to operate its business for the next six weeks, and depending on the month, a greater of lesser amount will be required each comparable period thereafter. The Debtor will use the cash collateral to make payroll and pay other expenses arising in the ordinary course of business. Centennial Bank may assert a lien on Cash Collateral. While Centennial holds mortgage on certain real property of the Debtor, the Debtor is unaware of a basis to assert a lien in Cash Collateral. To the extent Centennial does assert a lien on Cash Collateral, the Debtor asserts that Centennial is adequately protected with a replacement lien, to the same extent, priority, and validity as existed pre-petition (if any). Additionally, JP Morgan Chase Bank, N.A. may assert a lien on Cash Collateral, but the Debtor is unaware of a basis for Chase to assert a lien on Cash Collateral. To the extent Chase does assert a lien on cash collateral, the Debtor asserts that Chase is adequately protected with a replacement lien, to the same extent, priority, and validity as existed pre-petition (if any). A copy of the Debtors' Motion is available at http://bankrupt.com/misc/flmb19-01496-12.pdf About ARR Investments ARR Investments, Inc., and its subsidiaries -- http://www.arr-learningcenters.com/-- offer learning centers for infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in Orlando, Florida. The Learning Centers provide computer labs; dance, yoga, music classes; aerobics; foreign language instruction; before/after school transportation; certified lifeguard/safety instructor for swim lessons and play; and mini-camp breaks and summer camp. ARR Investments and three of its subsidiaries have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The petitions were signed by Alejandrino Rodriguez, president. At the time of filing, the Debtors estimated under $10 million in both assets and liabilities. Jimmy D. Parrish, Esq. at Baker & Hostetler LLP serves as the Debtors' counsel. ARR INVESTMENTS: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------- ARR Investments, Inc., requests the U.S. Bankruptcy Court for the Middle District of Florida for authority to use cash collateral in accordance with the initial six-week budget subject to a variance of 10% of each line item. The Debtor will require the use of approximately $88,497 of cash collateral to continue to operate its business for the next six weeks, and depending on the month, a greater of lesser amount will be required each comparable period thereafter. The Debtor will use the cash collateral to make payroll and pay other expenses arising in the ordinary course of business. Bautista REO U.S., LLC holds a final judgment against the Debtor in the amount of $4,658,768. The Debtor has appealed the Judgment to the Fifth District Court of Appeals for the State of Florida. The 5th DCA has scheduled an oral argument to consider the appeal on May 14, 2019. In addition, Bautista claims a mortgage on the Debtor's real property located at 7950 Taft Street in Pembroke Pines, FL and 11300 West Broward Boulevard in Plantation, FL on account of two separate loans which originated from Doral Bank. Centennial Bank may assert a lien on Cash Collateral. While Centennial holds mortgage on certain real property of the Debtor, the Debtor is unaware of a basis to assert a lien in Cash Collateral. To the extent Centennial does assert a lien on Cash Collateral, the Debtor asserts that Centennial is adequately protected with a replacement lien, to the same extent, priority, and validity as existed pre-petition (if any). Additionally, Corporation Service Company may assert a lien on Cash Collateral on behalf an unknown creditor, but the Debtor is unaware of a basis for CSC to assert a lien on Cash Collateral. To the extent CSC does assert a lien on cash collateral, the Debtor asserts that CSC is adequately protected with a replacement lien, to the same extent, priority, and validity as existed pre-petition (if any). As adequate protection for the use of cash collateral, the Debtor proposes to grant Bautista and other parties asserting a lien in cash collateral a replacement lien to the same validity, extent, and priority as its pre-petition lien (if any). The Debtor believes the replacement lien provides adequate protection to Bautista and other parties as the Debtor will be able to operate on a cash flow positive basis over the six week period. A copy of the Debtors' Motion is available at http://bankrupt.com/misc/flmb19-01494-11.pdf About ARR Investments ARR Investments, Inc., and its subsidiaries -- http://www.arr-learningcenters.com/-- offer learning centers for infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in Orlando, Florida. The Learning Centers provide computer labs; dance, yoga, music classes; aerobics; foreign language instruction; before/after school transportation; certified lifeguard/safety instructor for swim lessons and play; and mini-camp breaks and summer camp. ARR Investments and three of its subsidiaries have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The petitions were signed by Alejandrino Rodriguez, president. At the time of filing, the Debtors estimated under $10 million in both assets and liabilities. Jimmy D. Parrish, Esq. at Baker & Hostetler LLP serves as the Debtors' counsel. AT HOME HOLDING: Moody's Alters Outlook on B1 CFR to Negative ------------------------------------------------------------- Moody's Investors Service changed At Home Holding III Inc.'s outlook to negative from stable and affirmed all of the company's ratings, including the B1 Corporate Family Rating, B1-PD Probability of Default Rating, B2 senior secured term loan rating, and SGL-3 Speculative Grade Liquidity Rating. The change in outlook to negative from stable reflects the risk that excess availability under At Home's asset-based revolver could become very limited over the next 12-18 months due to high borrowings and a potential inability to meet the ABL springing covenant test, unless the company executes on its initiatives to improve free cash flow and/or accesses the capital markets for new financing. The affirmation of the SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectations that At Home will improve cash generation by reducing per project capital spending and managing working capital more efficiently. Over the next 12-18 months, Moody's projects modestly negative free cash flow after committed growth and maintenance CapEx, a decline in excess revolver availability, and a tight cushion under the ABL springing fixed charge covenant. The SGL-3 rating is supported by alternate liquidity in the form of the potential to upsize the ABL based on the company's increasing borrowing capacity, as well as owned real estate that can be used to access the sale-leaseback market. The affirmation of the CFR, PDR and term loan ratings reflect Moody's projections for continued earnings growth and relatively good credit metrics for the rating category. The affirmation also reflects Moody's expectation that At Home will improve its liquidity profile. Moody's took the following rating actions for At Home Holding III Inc.: - Corporate Family Rating, Affirmed B1 - Probability of Default Rating, Affirmed B1-PD - Speculative Grade Liquidity Rating, Affirmed SGL-3 - $350 million Senior Secured First Lien Term Loan due 2022, Affirmed B2 (LGD4) - Outlook, Changed to Negative from Stable RATINGS RATIONALE At Home's B1 CFR is constrained by the company's high lease-adjusted debt/EBITDA of 5.6 times (as of January 26, 2019), as well as its modest scale and limited store base relative to its competitors in the highly fragmented and discretionary home decor segment. The rating also reflects the company's aggressive approach to financing its growth strategy, which results in free cash flow deficits that are supported with significant revolver borrowings and sale leaseback transactions. The rating is supported by At Home's low funded leverage of 3.2 times, and track record of strong revenue and EBITDA growth, which have averaged over 20% in the past four years, driven by store expansion and comparable sales growth in the mid-single-digit percent range. The ratings could be downgraded if the company is unable to demonstrate progress towards improving its liquidity over the next few quarters, specifically by taking steps to maintain solid excess revolver availability at all times. The ratings could also be downgraded if comparable sales growth stalls or profit margins decline, or if Moody's-adjusted debt/EBITDA is sustained above 5.5 times or EBIT/interest expense remains below 2.0 times. The ratings could be upgraded if the company continues to execute its growth strategy, resulting in revenue and EBITDA growth from comparable sales and new store expansion with relatively stable EBITDA margins. An upgrade would require maintenance of good liquidity, including positive free cash flow generation and ample revolver capacity, as well as the ability and willingness to achieve and maintain Moody's-adjusted debt/EBITDA below 4.0 times and EBIT/interest expense above 3.0 times. The principal methodology used in these ratings was Retail Industry published in May 2018. At Home Holding III Inc., an indirect wholly owned subsidiary of At Home Group Inc., operated 180 home decor and home improvement retail stores and generated about $1.2 billion of revenue over the year ended January 26, 2019. The company is publicly traded, and funds affiliated with the company's former private equity sponsors AEA Investors LP and Starr Investment Holdings, LLC still own approximately 26.5% of outstanding common stock. AYTU BIOSCIENCE: Completes Exchange Transaction with Armistice -------------------------------------------------------------- Aytu BioScience, Inc. has closed an exchange agreement with Armistice Capital and issued to Armistice (1) 3,120,064 shares of Common Stock of the Company, (2) 2,751,148 shares of Series E Convertible Preferred Stock of the Company, and (3) a Common Stock Purchase Warrant exercisable for 4,403,409 shares of Common Stock of the Company. The Company agreed to issue the Exchange Securities in exchange for the cancellation of a Note and the satisfaction of all principal and interest owed thereunder. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on global commercialization of novel products addressing significant medical needs. The company currently markets Natesto, the only FDA-approved nasal formulation of testosterone for men with hypogonadism, ZolpiMist, an FDA-approved, commercial-stage prescription sleep aid indicated for the short-term treatment of insomnia characterized by difficulties with sleep initiation, and recently acquired Tuzistra XR, the only FDA-approved 12-hour codeine-based antitussive oral suspension. Additionally, Aytu is developing MiOXSYS, a novel, rapid semen analysis system with the potential to become a standard of care for the diagnosis and management of male infertility caused by oxidative stress. MiOXSYS is commercialized outside of the U.S. where it is a CE Marked, Health Canada cleared, Australian TGA approved, Mexican COFEPRAS approved product, and Aytu is planning U.S.-based clinical trials in pursuit of 510k de novo medical device clearance by the FDA. Aytu's strategy is to continue building its portfolio of revenue-generating products, leveraging its focused commercial team and expertise to build leading brands within large, growing markets. Aytu Bioscience reported a net loss of $10.18 million for the year ended June 30, 2018, compared to a net loss of $22.50 million for the year ended June 30, 2017. As of Dec. 31, 2018, Aytu Bioscience had $42.39 million in total assets, $22.50 million in total liabilities, and $19.89 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BOCA HEALTH: Allowed to Use Cash Collateral on Final Basis ---------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida has authorized Boca Health Fitness, LLC's use of cash collateral through Nov. 30, 2019, on a final basis. The Debtor is authorized to use cash collateral in accordance with the budget, so long as the aggregate of all expenses of the Debtor do not exceed the amount in the Projected Budget for the Debtor by a 10% percent variance. There will be a carve-out in the budget for the inclusion of fees due the Clerk of Court or the U.S. Trustee. The Debtor will make monthly adequate protection payments to American Express National Bank in the amount of $175.14 for the use the cash collateral, which will be made on the first day of the month and will be list American Express as payee. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/flsb19-10417-28.pdf About Boca Health Fitness Boca Health Fitness, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10417) on Jan. 11, 2019. In the petition signed by Dale Buchanan, managing member, the Debtor estimated $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. The case is assigned to Judge Raymond B. Ray. Van Horn Law Group, Inc., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. BRIAN G. MEEHAN: Exclusive Plan Filing Period Extended Until June 2 ------------------------------------------------------------------- U.S. Bankruptcy Judge Stuart Bernstein extended the period during which Brian G. Meehan, M.D., P.C. has the exclusive right to file a Chapter 11 plan through June 2, and to solicit acceptances for the plan through Aug. 1. About Brian G. Meehan Brian G. Meehan, M.D., P.C., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-13924) on Dec. 4, 2018. In the petition signed by Brian G. Meehan, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Stuart M. Bernstein is the case judge. Rich Michaelson Magaliff, LLP, serves as bankruptcy counsel. BUSY B'S: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Busy B's, LLC as of April 17, according to a court docket. About Busy B's LLC Busy B's, LLC is a privately held company in Rio, Wisconsin that provides freight transportation services. Busy B's filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 19-10706) on March 15, 2019. In the petition signed by Donald Borde, member, the Debtor disclosed $255,000 in assets and $5,941,258 in liabilities. The case has been assigned to Judge Brett H. Ludwig. Paul Swanson, Esq., at Steinhilber Swanson LLP represents the Debtor as counsel. CABLE ONE: S&P Rates New $1.05BB Secured Debt Facilities 'BB+' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to Phoenix-based cable TV and internet provider Cable One Inc.'s $1.05 billion secured facilities, consisting of a $450 million delayed-draw term loan A due in 2024, a $350 million revolving credit facility due in 2024, and a $250 million term loan A due in 2024. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "We are placing our 'BBB-' issue-level rating on Cable One's existing senior secured debt on CreditWatch with negative implications given that recovery prospects would be hindered given increased secured debt claims. When the proposed deal is complete, we expect to lower the rating to 'BB+' with a '2' recovery rating," S&P said. The proposed $350 million revolving credit facility will replace the $200 million facility due in 2020, and the proposed $250 million term loan A will be used to pay the remaining $238 million balance on its $250 million term loan A due in 2022. Also, S&P expects the company to redeem its 5 3/4% senior unsecured notes due in 2022 with the new $325 million term loan B, a $100 million draw on its proposed $450 million delayed-draw term loan A, and cash at the next call date in June 2019. Also, S&P expects the company to finance the $526 million acquisition of Sullivan, Mo.-based cable operator Fidelity Communications with a $350 million draw on its proposed $450 million delayed-draw term loan A, about $155 million of revolver borrowings, and cash. The acquisition will modestly improve Cable One's scale by increasing its residential units by 114,000 and business primary service units (PSUs) by 20,000. It will also expand the company's footprint in the southern and midwestern U.S., primarily in nonurban second- and third-tier markets with low customer densities. Furthermore, the rating agency expects Cable One to realize about $15 million of synergies in the three years following the close of the transaction, mostly from reductions in its corporate overhead. The acquisition is expected to close in the fourth quarter of 2019. In addition, S&P assigned its 'BBB-' issue-level rating and '1' recovery rating (90%-100%; rounded estimate: 95%) to the company's new $325 million term loan B due in 2026 and placing the issue-level rating on CreditWatch with negative implications given the proposed new debt structure. The rating agency expects to resolve the CreditWatch when the transaction closes, most likely in May 2019. Furthermore, S&P lowered its unsecured issue-level rating, and removed them from CreditWatch with negative implications, to 'BB-' from 'BB' and revising its recovery rating to '5' from '4', reflecting the incremental $325 million of secured debt that was executed on April 12, 2019. S&P's 'BB' issuer credit rating on Cable One is unaffected because it expects that the company's adjusted net leverage will increase to the low-3x area from about 2.6x pro forma for the acquisition of Clearwave Communications (completed in January 2019), below the rating agency's 4x downgrade trigger for the rating. The rating agency expects that the company's pro forma adjusted net leverage will decrease to the high-2x area by the end of 2019 on mid-single-digit percent earnings growth and the realization of synergies related to the acquisition of Fidelity. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a deterioration in Cable One's competitive position because of competition from AT&T's U-Verse product and streaming alternatives along with elevated churn due to fewer programming choices and higher prices. -- S&P values the company on a going-concern basis using a 6x multiple of the rating agency's projected emergence EBITDA, which it increased to $246 million from $215 million to account for the incremental value from the Fidelity assets. The 6x valuation multiple is on the lower end of the typical 6x-7x range S&P typically uses for incumbent cable operators given Cable One's lower video and high-speed data penetration rates relative to those of the company's peers. -- Other default assumptions include the $350 million revolver being 85% drawn and that all debt includes six months of prepetition interest. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $246 million -- EBITDA Multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.4 billion -- Collateral value available to secured creditors: $1.4 billion -- Secured debt: $1.9 billion --Recovery expectations: 70%-90% (rounded estimate: 75%) RATINGS LIST Issuer Credit Rating BB/Stable/-- New Ratings Secured $1.05 bil facilities BB+ Recovery Rating 2 (75%) $325 mil trm ln B due 2026 BBB-/Watch Neg Recovery Rating 1 (95%) Rating Lowered; Recovery Revised To From Senior Unsecured BB- BB/Watch Neg Recovery Rating 5 4 CAMBER ENERGY: Gets Prelim. OK from NYSE of Acquisition Transaction ------------------------------------------------------------------- Camber Energy, Inc., had received preliminary non-binding approval from the staff of the NYSE American of the planned terms of its contemplated acquisition of a midstream pipeline integrity services, specialty construction and field services company in an all-stock transaction. Louis G. Schott, the interim CEO of Camber noted, "We have had numerous discussions with the staff of the NYSE American concerning the structure of the Company's planned acquisition and have received their preliminary approval of the terms of the transaction as set forth in the non-binding term sheet between the parties. While their approval of the definitive documents will, of course, be necessary, the NYSE American has been instrumental in providing us guidance in structuring the transaction. Based on the preliminary approval of the NYSE American, we are continuing our due diligence, beginning to prepare definitive documents, and moving towards a planned closing in the next four weeks." Mr. Schott further stated, "As we continue our due diligence, we become more excited about the acquisition and its potential for growth. If we are successful in closing, we believe this transaction will enable the Company to leverage its available cash reserves and build shareholder value through a change in business focus to pipeline service and construction. Following the acquisition, we anticipate substantial opportunities to leverage growth in the markets the pending acquisition is targeting. We are also reviewing several additional acquisition targets concurrent with our due diligence on the target that will potentially expand its offerings, capabilities and opportunities for revenue." The closing of the transaction is subject to customary closing conditions, negotiation of final transaction documents and transaction terms, and other conditions, including, but not limited to the consent of the holder of our Series C Preferred Stock, executing an agreement with Camber's Series C Preferred Stock holder amending the Series C Preferred Stock to alter the conversion rights, and obtaining the requisite NYSE American approval. The terms of the Letter of Intent contemplate issuing the seller a new series of convertible preferred stock which will be convertible into between 67% and 70% of Camber's outstanding common stock on a fully-diluted basis (after shareholder approval as required under applicable NYSE American rules and requirements). The transaction may not close timely, on the terms set forth in the Letter of Intent, or at all. The transaction is subject to the conditions above, and the parties contemplate entering into a definitive agreement in connection with the transaction on or before May 7, 2019, which agreement and definitive terms associated therewith will be included on a Form 8-K filed by the Company. The transaction (upon receipt of shareholder approval) will result in the shareholders of the acquired entity obtaining voting control over the Company. In addition, the Company plans to pursue additional acquisitions in connection with this potential transaction. About Camber Energy Based in San Antonio, Texas, Camber Energy (NYSE American: CEI) -- http://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. CELLECTAR BIOSCIENCES: Amends Employment Contracts with CEO & CBO ----------------------------------------------------------------- Cellectar Biosciences, Inc., has entered into Amended and Restated Employment Agreements with James V. Caruso, its president and chief executive officer, and Jarrod Longcor, its chief business officer. Under the Agreement, Mr. Caruso will receive a base salary of $450,500 per year, subject to annual review by the Compensation Committee of the Company's Board of Directors. The Caruso Agreement also provides that if Mr. Caruso is terminated other than for cause or for good reason within 12 months after a change in control, Mr. Caruso would be entitled to severance in an amount equal to (i) 18 months of base salary, (ii) Mr. Caruso's then applicable target bonus payable over 18 months (a total of 1.5x the annual target bonus payable at the time of termination) and (iii) 18 months of payment or reimbursement of health insurance, each payable in installments over 18 months. In addition, if Mr. Caruso is otherwise terminated other than for cause or for good reason, he is entitled to severance in an amount equal to 12 months base salary plus payment or reimbursement of health insurance for 12 months. Under the Agreement, Mr. Longcor will receive a base salary of $333,250 per year, subject to annual review by the Compensation Committee. The Longcor Agreement also provides that if Mr. Longcor is terminated other than for cause or for good reason within 12 months after a change in control, he is entitled to severance in an amount equal to (i) 12 months of base salary and (ii) 12 months of payment or reimbursement of health insurance, each payable in installments over 12 months. The Longcor Agreement also provides that Mr. Longcor is eligible to receive a performance bonus of 15% of his then applicable base salary subject to the achievement of a "meaningful transaction" by the Company such as licensing, partnership or acquisition term sheet, as determined by the Compensation Committee, to occur no later than July 1, 2020. About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. Cellectar reported a net loss attributable to common stockholders of $15.48 million in 2018, following a net loss attributable to common stockholders of $15.01 million in 2017. As of Dec. 31, 2018, Cellectar had $15.05 million in total assets, $1.79 million in total liabilities, and $13.26 million in total stockholders' equity. Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. CENTRAL MOTORCYCLE: Taps Ellen Eisenlohr Dorn as Special Counsel ---------------------------------------------------------------- Central Motorcycle Roadracing Association, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire the Law Office of Ellen Eisenlohr Dorn, PC as its special counsel. The firm will provide corporate legal advice and other legal services to the Debtor. Ellen Dorn, Esq., the firm's attorney who will be providing the services, charges $225 per hour while paralegals charge $100 per hour. Ms. Dorn disclosed in court filings that she is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ellen E. Dorn, Esq. Law Office of Ellen Eisenlohr Dorn, PC 11520 N. Central Expressway, Suite 130 Dallas, TX 75243 Phone: (214) 340-6778 Fax: (214) 751-6807 Email: EDorn@EEDLaw.com About Central Motorcycle Roadracing Association Inc. Central Motorcycle Roadracing Association, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-40594) on February 8, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $50,000. The case is assigned to Judge Edward L. Morris. Areya Holder Aurzada, Esq., at Holder Law, is the Debtor's bankruptcy counsel. CHARLOTTE RUSSE: Seeks to Hire PwC to Provide Tax Services ---------------------------------------------------------- Charlotte Russe Holding, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire PricewaterhouseCoopers LLP. PwC will provide advice or assistance to the company and its affiliates with respect to matters involving the Internal Revenue Service's audit of their 2015 U.S. form 1120, U.S. Corporation Income Tax Return. The firm's hourly rates are: Partner/Principal $1,121 Managing Director $1,046 Director/Senior Manager $999 Manager $878 Senior Associate $689 Associate/Other Staff $284 - $533 The professionals expected to provide the services are: PwC is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mac Calva PricewaterhouseCoopers LLP 300 Madison Avenue New York, NY 10017-6204 Telephone: +1 (646) 471 2368 / +1 (646) 471 3000 Telecopier: + 1 (813) 286 6000 About Charlotte Russe Holding Charlotte Russe Holding, Inc., is a specialty fashion retailer of young women's apparel and accessories comprised of seven entities. The company and its affiliates are headquartered in San Diego, California and have one distribution center located in Ontario, California. In addition, the companies lease office space in Los Angeles, California and San Francisco, California, where they primarily conduct merchandising, marketing, e-commerce and technology functions. The companies sell their merchandise to customers in the contiguous 48 states, Hawaii, and Puerto Rico through their online store and 512 Charlotte Russe brick-and-mortar stores located in various regional malls, outlet centers, and lifestyle centers. The bulk of the companies' apparel and accessory products are sold under the Charlotte Russe brand with ancillary brands for denim and perfume (Refuge), young women's plus-size apparel (Charlotte Russe Plus), and cosmetics (Charlotte by Charlotte Russe). Charlotte Russe Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy counsel; Guggenheim Securities, LLC as their investment banker; A&G Realty Partners, LLC as lease disposition consultant and business broker; Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Malfitano Advisors, LLC as liquidation consultant; and Donlin, Recano & Company, Inc., as claims and noticing agent. CORETECH INDUSTRIES: Court Confirms Chapter 11 Plan --------------------------------------------------- The Bankruptcy Court has finally approved the disclosure statement explaining CoreTech Industries, LLC's Chapter 11 Plan and confirmed the Plan as modified. All priority claims, including priority claims of taxing authorities and other governmental units, will be paid in full in accordance with the priorities provided by Section 507 of the Bankruptcy Code. The Plan, for all of the reasons set forth on the record at the hearing and in this Order, complies with all of the requirements of Section 1129 (b) of the Bankruptcy Code. The Debtor is required to file quarterly operating reports with the United States Trustee until such time as the case in closed. The Debtor is further required to pay the United States Trustee quarterly fees until such time as the clerk of the court closes the case. A full-text copy of final order approving the Disclosure Statement and confirming the Plan is available at http://tinyurl.com/y3vn8ktv from PacerMonitor.com at no charge. Attorney for the Debtor is Eric A. Liepins, P.C., in Dallas, Texas. About CoreTech Industries CoreTech Industries, LLC, is a machine shop located at 8300 S. Central Expressway in Dallas, Texas. Its principal owner is Richard Arn. CoreTech Industries, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-34196) on Dec. 18, 2018. In the petition signed by Richard Arn, Managing Member, the Debtor estimated assets and liabilities in the range of $500,001 to $1 million. The Debtors tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as its counsel. DFC HOLDINGS: Seeks to Hire Hinkle Law Firm as Legal Counsel ------------------------------------------------------------ DFC Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Kansas to hire Hinkle Law Firm LLC as their legal counsel. The firm will advise the Debtors of their rights, powers and duties under the Bankruptcy Code; assist them in the negotiation and documentation of financing agreements and related transactions; prepare a plan of reorganization; and provide other legal services in connection with their Chapter 11 cases. The firm's hourly rates are: Edward Nazar $350 Martin Ufford $325 W. Thomas Gilman $325 Nicholas Grillot $275 Hinkle Law Firm received a pre-bankruptcy retainer in the sum of $97,000. The firm neither holds nor represents any interest adverse to the Debtors' bankruptcy estates, according to court filings. Hinkle Law Firm can be reached through: Edward J. Nazar, Esq. Hinkle Law Firm LLC 1617 North Waterfront Parkway, Suite 400 Wichita, KS 67206-6639 Tel: 316.267.2000 Fax: 316.264.1518 Email: ebn1@hinklaw.com enazar@hinklaw.com About DFC Holdings Inc. DFC Holdings, Inc. is a luxury furniture and textile design firm headquartered in Plainville, Kan. It provides lighting, wall coverings, drapery, hardware, leather, trims, and accessories. Its brands include Dessin Fournir, Gerald, Palmer Hargrave, Fritsch, ClassicCloth, Rose Cumming, Therien, Quatrain, Kenneth Meyer, and Erika Brunson. C.S. Post Inc., an affiliate of DFC Holdings, operates a general store that sells, among others, fresh flowers, linen cocktail napkins, vintage tables and lamps. DFC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kans. Case Nos. 19-10541 to 19-10552) on April 8, 2019. At the time of the filing, DFC Holdings disclosed $66,471 in assets and $9,480,598 in liabilities. The cases have been assigned to Judge Robert E. Nugent. Hinkle Law Firm LLC is the Debtors' counsel. DILLARD'S INC: Fitch Affirms BB Rating on Capital Securities ------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating on Dillard's, Inc. at 'BBB-'. The Rating Outlook is Stable. Dillard's 'BBB-' ratings reflect the company's below-industry-average sales productivity (as measured by sales per square foot), operating profitability and geographical concentration relative to its higher-rated department store peers. The ratings also consider Fitch's expectations that EBITDA remains fairly stable in the $500 million range, with strong liquidity and reasonable leverage (adjusted debt/EBITDAR, capitalizing leases) at around mid-1x. KEY RATING DRIVERS Sector Challenges Weigh on Business: Dillard's is the sixth largest department store chain in the U.S. in terms of sales, with 2018 retail revenue of $6.1 billion, 265 stores, and 26 clearance centers in 29 states concentrated in the southeast, central and southwestern U.S. While most U.S. brick-and-mortar retailers are battling competitive incursion from online and value-oriented players, sales weakness is most pronounced for mid-tier apparel and accessories retailers. Traditional department stores and specialty apparel retailers have been facing competitive threats for at least a decade. Consumers are seeking out value-oriented retailers offering attractive and acceptable-quality merchandise. Spending has moved toward fast fashion retailers such as Zara (owned by Inditex), Uniqlo (owned by Fast Retailing) and H&M, and off-price retailers such as TJ Maxx and Marshalls (owned by The TJX Companies, Inc.) and Ross Stores, Inc. In addition, apparel purchases have been rapidly moving online, putting significant pressure on in-store sales. Retailers are investing heavily in omni-channel platforms and rationalizing their physical footprints. These changes have driven down EBITDA margins and reduced cash flow. Successful retailers in the space have to continue to ramp up investments in their omni-channel model, rightsize their store footprint and have a differentiated product and service offering, including a well-developed value message, to draw customers in. Financially and operationally stronger department stores such as Macy's, Nordstrom and Kohl's should be able to at least maintain their share of the apparel and accessories space as unprofitable inventory and square footage are removed from the system. These retailers have well-developed omni-channel strategies, which should benefit their top lines as retail sales continue to move online. These retailers are expected to benefit from the acceleration of store closings and restructuring activity from cash-constrained specialty apparel players and department stores. Operational challenges in the mid-tier department store sector and exposure to oil-dependent states of Texas, Louisiana, and Oklahoma (28% of stores) caused the company's comps to decline meaningfully from positive 1% in 2014 to negative 2% in 2015 and negative 5% in 2016 before flattening out in 2017 and turning positive at 2% in 2018. Dillard's has improved its merchandise assortment towards more upscale brands, better in-store execution, and strong inventory control. The company has been able to add strong brands to its portfolio over the last several years due to its focus on a non-promotional strategy, which is a differentiating factor within its peer group. Fitch expects Dillard's comparable store sales (comps) to be flat to up 1% over the next 24-36 months. Fitch believes that Dillard's online penetration is significantly lower relative to the 20%+ for Kohl's, Macy's and Nordstrom, which have invested more aggressively in their omnichannel initiatives. Fitch projects online sales to grow low double digits and contribute 2%-2.5% to total comp growth for these retailers. Dillard's lower online penetration could limit its comp upside relative to these companies. Fitch's EBITDA projection of around $500 million annually over the next two to three years is similar to results in 2017 and 2018 and around 40% lower than the $800 million level generated annually from 2012 to 2014. From a margin perspective, this would reflect an EBITDA margin of around 8% compared to around 12% between 2012 and 2014. Credit Metrics/Liquidity Remain Strong: In spite of the significant decline in EBITDA, Dillard's credit metrics remain strong for the 'BBB-' rating category with adjusted debt/EBITDAR expected to remain in the 1.5x range over the next three years. Liquidity is strong at approximately $900 million (cash and revolver availability) at the end of 2018 and Fitch projects FCF to be around $200 million annually going forward even at an expected EBITDA of $500 million. This assumes neutral working capital swings and capex around the $140 million level. Fitch expects FCF to be deployed toward share buybacks and/or increased dividends, including any one-time special dividends. Annual capex is expected to be similar to 2018 at approximately $140 million, and is expected to be used for store updates (in the more productive areas of the store), modest new store openings and online growth initiatives. Net of new store openings, Dillard's has closed 11 stores in the last six years after closing over 20 units between 2007 through 2011, with overall square footage down around 8% over the last 10 years. Fitch expects the company will continue to net close one to two units annually. The $800 million senior unsecured credit facility, which matures in August 2022, and the $367 million of senior unsecured notes are rated at par with the IDR at 'BBB-', while the $200 million in capital securities due 2038 are rated two notches below the IDR, reflecting their structural subordination. Dillard's owns 91% of its retail square footage, all of which is unencumbered. DERIVATION SUMMARY Dillard's 'BBB-' ratings reflect the company's below-industry-average sales productivity (as measured by sales per square foot), operating profitability and geographical concentration relative to its higher-rated department store peers. The ratings also consider Fitch's expectations that EBITDA remains fairly stable in the $500 million range, with strong liquidity and reasonable leverage (adjusted debt/EBITDAR) at around mid-1x. Dillard's peers in the department store space include Nordstrom Inc. (BBB+/Stable), Kohl's Corporation (BBB/Stable), Macy's, Inc. (BBB/Stable), and J.C. Penney Company, Inc. (B-/Stable). Its three investment grade peers continue to invest aggressively in their businesses while maintaining healthy cash flow. These retailers have well developed omnichannel strategies, which should benefit their top-line as retail sales continue to move online. Fitch expects 2018-2019 could produce trough EBITDA levels for these players, barring any economic recession. EBITDA margin levels are expected to settle at 10% to 12% for the other three investment grade department stores, lower than the mid-teens range prior to 2015. J. C. Penney Company, Inc.'s 'B-' IDR reflects the significant EBITDA erosion in 2018, with EBITDA declining to $563 million from $886 million in 2017, and Fitch's expectation that EBITDA could remain constrained at $500 million-$550 million in 2019 on a comps decline in the low single-digits. The deterioration reflects significant execution issues and uncertainly around the company's strategy going forward, given the change in management team. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Comps are expected to be flat to up 1% annually; -- EBITDA is expected to be around $500 million, similar to 2017 and 2018; -- EBITDA margin is expected to remain around 8%, versus the 12% range in 2012-2014; -- Adjusted debt/EBITDAR should trend in the mid-1x over the next 24 to 36 months; -- FCF is expected to be approximately $200 million annually. Fitch expects FCF to be directed toward share buybacks and/or increased dividends, including any one-time special dividends. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- In the event that Dillard's generates low single-digit positive comparable store sales gains and EBITDA margins are in line with other investment grade department stores at around 10%-12%, while maintaining adjusted debt/EBITDAR at current levels of mid-1x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- EBITDA margins sustained materially below the projected 7.5% or 8% levels on low-single digit sales declines and/or and adjusted debt/EBITDAR above 2.5x. LIQUIDITY Strong Liquidity: Liquidity remains strong, supported by a cash balance of $124 million as of Feb. 2, 2019, and $778 million available under its $800 million credit facility, net of letters of credit outstanding. Fitch projects FCF to be around $200 million annually going forward even at an expected EBITDA of $500 million. This assumes neutral working capital swings and capex around the $140 million level. Fitch expects the company to be deployed toward share buybacks and/or increased dividends, including any one-time special dividends. The company has minimal near term debt maturities with the next debt maturity of $45 million in January 2023. FULL LIST OF RATING ACTIONS Fitch has affirmed Dillard's, Inc.'s ratings as follows: -- Long-Term IDR at 'BBB-'; -- Senior unsecured credit facility at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Capital securities at 'BB'. The Rating Outlook is Stable. DITECH HOLDING: Consumer Creditors Object to Disclosure Statement ----------------------------------------------------------------- Creditors Richard Legans, Gail Legans, Matthew Bennett, Jazmin Bennett, Dawn Davis, Grace Carleton, Robert T. Hall, and Sally W. Hall (together, "Consumer Creditors") object to the adequacy of the Amended Disclosure statement for Amended Joint Chapter 11 Plan of Ditech Holding Corporation. Consumer Creditors object to the amended disclosure statement filed by the Debtors on the grounds that it is unreasonably confusing and inaccessible to ordinarily sophisticated consumer creditors, and because the Debtors' disclosure statement conceals material changes to the Debtors' business making it impossible for hypothetical investors typical of the holders of claims in this case to make an informed judgment about the Debtors' plan. The Creditors complain that the complexity of this case requires absolute transparency, and the Debtors' disclosure statement is impenetrably opaque. The Creditors point out that the improper servicing and accounting practices that underlie the Consumer Creditors' claims are not factored into the Debtors' disclosures. The Creditors further point out the cumulative amounts that Debtors' illegal servicing practices have added to the accounts of borrowers around the country also comprise a material -- albeit illusory and undisclosed -- component of the Debtors' claimed valuation. According to the Creditors, the Debtors also confess in their amended disclosure statement that they are essentially beholden to the demands of a collection of undisclosed third parties who will benefit from confirmation of the Debtors' plan, yet the Debtors refuse to reveal those parties' identities, forestalling inquiry into any potential conflicts of interest and/or self-dealing. The Debtors' amended disclosure statement is objectionable insofar as it does not include meaningful discussion of whether it has sought or recovered amounts assessed to consumer borrowers' accounts that are included in the scheduled unsecured claims of its consumer bankruptcy and foreclosure counsel and other providers of services related to foreclosures, default servicing, and property preservation for consumer borrowers' mortgage loans serviced by the Debtors. The amended disclosure statement is also objectionable insofar as it fails to explain the effect of New Residential Mortgage's termination of its subservicing agreement on Ditech's valuation, the Creditors point out. Notably, Ditech has also failed to file a timely 10-Q for the first quarter of 2019, citing challenges in completing its accounting on a timely basis, and requesting up to two more weeks (after the disclosure statement hearing) to finalize and file it with the SEC. The Creditors assert that the Debtor's refusal to provide a liquidation analysis at this time, particularly in light of the loss of a substantial portion of their servicing portfolio resulting from New Residential Mortgage's termination of its subservicing agreement with Ditech, is a blatant concealment of a material change in the debtor's financial condition and must not be permitted. Attorneys for the Consumer Creditors: Theodore O. Bartholow II, Esq. KELLETT & BARTHOLOW PLLC 11300 N. Central Expressway, Suite 301 Dallas, Texas 75243 Tel: (214) 696-9000 Fax: (214) 696-9001 Email: thad@kblawtx.com -- and -- Dale Pittman, Esq. THE LAW OFFICE OF DALE W. PITTMAN, PC The Eliza Spotswood House 112-A West Tabb Street Petersburg, Virginia 23803 Tel: (804) 861-6000 Fax: (804) 861-3368 Email: dale@pittmanlawoffice.com -- and -- Thomas D. Domonoske, Esq. Consumer Litigation Associates, P.C. 763 J. Clyde Morris Blvd., Suite 1A Newport News, VA 23601 Tel: (540) 442-7706 Email: tom@clalegal.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders; legal counsel and financial advisor, respectively. On Feb. 27, 2019, a seven-member panel has been named the official committee of creditors committee in the Debtors' cases. DITECH HOLDING: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------ William K. Harrington, the United States Trustee for Region 2, objects to the approval of the Amended Disclosure explaining the Chapter 11 Plan of Ditech Holding Corporation and its Affiliated Debtors. The U.S. Trustee complains that the Debtors' Plan contains a broad discharge provision that provides for a release and discharge of claims and interests, including possibly all general unsecured claims. The Trustee points out that the scope of the Plan's discharge and release provisions are not adequately explained. According to Trustee, as recently as at the Meeting of Creditors held on April 4, 2019, the Debtors admitted they were still "evaluating" the scope of the discharge provisions on consumer claims. The Trustee complains that the Debtors' conduct in the mortgage servicing and origination business has given rise to numerous lawsuits and enforcement actions. The Trustee asserts that the Disclosure Statement needs a simple, clear, plain-English explanation of how the Plan's release, discharge, and injunction provisions will affect claims, particularly consumer claims. The Trustee points out that the Disclosure Statement does not adequately explain the Debtors' basis for why these releases are necessary for such a large list of entities and individuals who are not even specifically identified and what, if any consideration, has been given by the parties receiving these releases. The Trustee further points out that the Disclosure Statement provides that because unsecured creditors are deemed to reject the Plan, their votes are not being solicited despite the fact their claims are impaired by the Plan. According to the Trustee, with respect to the Third Party Releases, the Plan impermissibly deems the consent of holders of Term Loan Claims who abstain from voting on the Plan or vote to reject the Plan but do not opt of these release. The Trustee further complains that the Disclosure Statement does not adequately explain the Debtors' attempt to elevate the unidentified holders of Go-Forward Trade Claims above all other unsecured creditors. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders; legal counsel and financial advisor, respectively. On Feb. 27, 2019, a seven-member panel has been named the official committee of creditors committee in the Debtors' cases. EIG MANAGEMENT: S&P Cuts ICR to 'BB' on Weaker Fund XVII Fundraise ------------------------------------------------------------------ S&P Global Ratings said it lowered its rating on EIG Management Co. LLC to 'BB' from 'BB+'. The outlook is stable. At the same time, S&P also lowered its rating on the company's first-lien credit facility to 'BB' from 'BB+' and its recovery rating to '4', reflecting its expectation for an average recovery (40%) in the event of a payment default. EIG has raised $2.8 billion for its Energy Fund XVII (although this has potential to increase to modestly over $3 billion in the near-term). This amount is materially below the firm's $5 billion target for the fund and the over $6 billion EIG raised for Energy Fund XVI. Although EIG has broadened its platform to adapt to shifting investor preferences toward senior lending and diversify its business, the company's mezzanine funds remain a very important component of its management fee revenues (more specifically, they accounted for over 70% in 2018). As a result, S&P views the weaker Fund XVII fundraise as a meaningful development and indicative of the company having a somewhat weaker competitive position than the rating agency previously incorporated into its rating. The stable outlook reflects S&P's expectation for EIG to maintain leverage in the mid 2x area and interest coverage of 4x to 4.5x in 2019. "We could downgrade EIG if its leverage rises above 3x, interest coverage falls below 3x, or covenant cushion declines below 15%. We could also downgrade the company if its investment performance deteriorates meaningfully such that we believe the company's reputation and competitive standing have been damaged," S&P said. "We could upgrade EIG if its leverage falls below 2x, interest coverage improves closer to 6x, and the company shows solid investment performance and organic EBITDA growth," the rating agency said. ENVIGO HOLDINGS: S&P Puts CCC+ ICR on Watch Pos. on Covance Deal ---------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Envigo Holdings Inc., including the 'CCC+' long-term issuer credit rating on CreditWatch with positive implications. The CreditWatch placement follows the announcement that Envigo and LabCorp will exchange businesses; Envigo will receive LabCorp's research models business (and $485 million in cash) and LabCorp will receive Envigo's nonclinical contract research services business. "We expect to resolve the CreditWatch placement following the completion of the transaction. If Envigo repays all of its outstanding debt, we will likely withdraw the company's ratings," S&P said. "If the transaction does not close, we will likely affirm the 'CCC+' rating on Envigo, and return the outlook to the negative, assuming operating performance and credit measures remain within our expectations," S&P said. ERI AMERICA: Unsecured Creditors to Get Nothing Under Plan ---------------------------------------------------------- ERI America, Inc., filed a Chapter 11 plan and accompanying disclosure statement disclosing that allowed non-insider general unsecured claims will not receive a distribution because all of the funds on hand will be distributed to administrative and secured claims. Allowed Class III Claims include the General Unsecured Claims entitled to Priority under the Bankruptcy Code. The Internal Revenue Service has filed a claim seeking payment of priority debts in the amount of $120,404.00. Any holders of Allowed General Unsecured Claims entitled to Priority will be paid 100% of their claim. Payments are to be made quarterly per the attached Exhibit B commencing thirty days after the appeal period has expired on the Order Confirming Plan. Class II is an unimpaired class and not entitled to vote upon Debtor’s plan as it is presumed to accept Debtor’s Plan. On September 11, 2018 the Internal Revenue Service filed proof of claim No. 1-4 listing a secured claim in the amount of $118,030.61. This claim is secured by a lien on all of the personal property owned by the Debtor. Class 3 is unimpaired and a creditor with a Class 3 claim is not entitled to vote on Debtor's Plan. Allowed Class I Claims include the non-Insider General Unsecured Claims. The Debtor estimates there to be approximately $2,000,000. in non-insider General Unsecured Claims. The holders of Class 1 Claims will not receive a distribution because all of the funds on hand will be distributed to administrative and secured claims. Class I is impaired and a creditor with a Class 1 claim is entitled to vote on the Debtor's Plan. Class II Claims shall include the Equity Security Holders of the Debtor. At the present time the sole shareholder of the Debtor is Frank Fullone. This is a liquidating plan case and Mr. Fullone is not proposing to contribute "new value" to allow him to retain his interest in the Debtor. This Class is impaired under the plan and a creditor with a Class 2 claim is entitled to vote on the Debtor's Plan. Allowed Class IV Claims include the Allowed Secured Claims of Birla Precision Technologies, Inc. On July 20, 2018 Birla filed proof of claim No. 18-1 stating a secured claim in the amount of $173,578.92. This claim is secured by a blanket lien on all of the personal property owned by the Debtor. shall be paid a Pro Rata Share of the Available Cash from the Creditor’s Trust after the payment of Allowed Administrative Claims, Involuntary Gap Claims, Employee Claim and Secured Tax Claims have been paid in full. This Class is impaired under the Plan. The Debtor has liquidated its assets by public auction and has deposited accounts receivable into the DIP checking account. There is currently the sum of approximately $84,000.00 on hand. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y6d385lpfrom PacerMonitor.com at no charge. Attorneys for Debtor are Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol, in Chicago, Illinois. About ERI America Inc. ERI America, Inc. -- http://www.eri-america.com/-- offers a broad range of tooling and tool holding solutions from standards to specials. It is headquartered in Lake Zurich, Illinois. ERI America sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-11597) on April 20, 2018. In the petition signed by Frank J. Fullone, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Donald R. Cassling presides over the case. The Debtor employed Cohen & Krol as its legal counsel. FC GLOBAL: Appoints Two New Members to Board of Directors --------------------------------------------------------- FC Global Realty Incorporated's Board of Directors has re-appointed Kristen E. Pigman to the Board, effective on April 15, 2019. In addition, on April 18, 2019, the Board of Directors appointed Douglas A. Funke to the Board. The Company had increased the size of its Board to nine members in connection with the closing of the Stock Purchase Agreement with Gadsden Growth Properties, Inc. on April 5, 2019. Mr. Pigman had originally resigned from the Board at that time, which resignation was not in connection with any known disagreement with the Company on any matter. The Board is now evaluating the needs of the Company with regard to real estate and financial expertise and matters of corporate governance, and as a result Mr. Pigman and Mr. Funke were appointed to the Company's Board to fill vacancies on the Board. Mr. Pigman and Mr. Funke were appointed until their successors are duly elected and qualified. There are no family relationships among either Mr. Pigman or Mr. Funke and any existing director or officer. There are also no arrangements or understandings between Mr. Pigman or Mr. Funke and any other persons pursuant to which either was selected as a director. Mr. Funke is the chief executive officer of the manager and co-portfolio manager of the Berkeley Street Real Estate Income Fund. Mr. Funke is responsible for identifying, sourcing, structuring and managing the investments of the Fund. As co-portfolio manager with Mr. Pine, he oversees the daily operations and he sets the investment guidelines for the Fund. Mr. Funke is a member of both the Investment Committee and Risk Committee at Berkeley Street Real Estate. He was Previously, a managing director and Head of The Americas for Iceberg Real Estate (Forum Partners spin-out entity with Mr. Pine). Mr. Funke was responsible for bottom-up research for the Income Plus and Alpha strategies as well as sourcing / structuring investments for the Special Situations fund. Prior to Iceberg he was a managing director and Global Portfolio Manager with Forum Securities based in Greenwich, CT. At Forum, Mr. Funke managed and oversaw the Americas. Before joining Forum Partners, Mr. Funke was a Managing Director at BeachStreet Capital where he advised hedge funds, institutional money managers, high net worth clients and public and private companies on real estate and real estate related investments. Mr. Funke began his investment career at Morgan Stanley where he was a Managing Director and Co-Portfolio Manager of Morgan Stanley Investment Management's US Real Estate Fund and the Morgan Stanley Special Situations Fund. He was the first employee of the fund and helped raise assets under management from $5.0 million in Morgan Stanley seed capital to $7.0 billion of institutional assets. He was responsible for the day-to-day investing of these funds and managed the bottom-up stock picking and research effort. In addition to his duties as Portfolio Manager, Mr. Funke sourced, structured and executed private investments for both the Morgan Stanley US Real Estate Fund and the Morgan Stanley Special Situations Fund. Mr. Funke holds an AB in Economics and Political Science from the University of Chicago. Mr. Pigman, age 64, previously served as a member of the Company's Board of Directors from June 2018 until April 5, 2019. As president of The Pigman Companies, LLC, Mr. Pigman coordinates acquisition, planning, financing, development, construction, and disposition of commercial real estate projects for TPC, its partners, and institutional and corporate clients. Before the creation of TPC in 1994, Mr. Pigman was a titled officer and partner of The Koll Company of Newport Beach, CA. Prior to joining Koll in 1989, Mr. Pigman was president of The Sandpiper Companies, a real estate development firm headquartered in Scottsdale, Arizona; and an executive with Coldwell Banker Commercial Real Estate Group. In addition to assembling, entitling, and improving several multi-use, master-planned commercial projects ranging in size from 7 to 500 acres, over the course of his four decade real estate career he has developed for himself, his partners, or for fee in excess of six million square feet of commercial properties including Office, Retail, Industrial, Flex, R&D, and Hospitality. He served as President for five years of the Sacramento Valley Chapter of National Association of Industrial and Office Properties and was a member of the National Board of Directors of NAIOP and Vice Chairman for the NAIOP National Office Development Forum. He also was vice president of Development and a member of Board of Directors for the Sacramento Area Commerce and Trade Organization, Chairman of the Building Industry Association Commercial Developer's Council, and a member of numerous other trade organizations and Chambers of Commerce. Mr. Pigman graduated from The Mercersburg Academy in Mercersburg, PA, accepted an English Speaking Union Scholarship and sat for his 'A' levels at The Truro School, Truro, Cornwall, UK, attended Rollins College in Winter Park, FL on a baseball scholarship, and earned a B.S. in Economics from The University of Maryland. Mr. Pigman was selected to serve on the Company's Board because of his extensive real estate development experience. Resignation of Directors On April 17, 2019, Mr. Robert Watson and Mr. Jay Gratz notified the Company of their intention to resign from the Company's Board of Directors, effective immediately, due to business matters not related to the Company which require their full attention. Neither Mr. Watson nor Mr. Gratz informed the Company of any disagreement with it regarding any matter relating to its operations, policies or practices. 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. GARY REED ENTERPRISES: Plan Filing Period Extended for 60 Days -------------------------------------------------------------- Judge Paul Warren of the U.S. Bankruptcy Court for the Western District of New York on April 8 issued an order giving Gary Reed Enterprises, Inc. 60 more days to file a Chapter 11 plan and solicit acceptances for the plan. About Gary Reed Enterprises Gary Reed Enterprises Inc., operator of a chain of eight Hair Zoo hair salons in the Rochester, New York area, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 18-20869) on Aug. 21, 2018. In the petition signed by Gary Reed, Sr., president, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Warren, U.S.B.J., oversees the case. David L. Rasmussen, Esq., at Davidson Fink, LLP, serves as the Debtor's bankruptcy counsel. GK HOLDINGS: Moody's Cuts CFR to Caa2 & 1st Lien Loans to Caa1 -------------------------------------------------------------- Moody's Investors Service downgraded GK Holdings, Inc.'s Corporate Family Rating to Caa2 from Caa1 and downgraded its Probability of Default Rating to Caa2-PD from Caa1-PD. Concurrently, Moody's downgraded the company's senior secured first lien bank credit facilities to Caa1 from B2 and also downgraded its senior secured second lien term loan to Caa3 from Caa2. The ratings outlook remains negative. The downgrades reflect Moody's view that the sustainability of Global Knowledge's capital structure is uncertain and will require a significant turnaround in North American sales and continued earnings growth to support a timely refinancing of company's first lien bank facilities due 2021. Though the company recently received an equity infusion from owners Rhone Group, extended its revolver maturity by one year and obtained additional covenant headroom, Moody's believes liquidity will remain tight over the next 12-18 months as a result of the ongoing growth challenges and restructuring costs. As such, there is an elevated risk that Global Knowledge will miss an interest payment or engage in a debt restructuring which could be deemed a limited default. Moody's took the following actions: Downgrades: Issuer: GK Holdings, Inc. Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD Corporate Family Rating, Downgraded to Caa2 from Caa1 Senior Secured First Lien Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Secured Second Lien Term Loan, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: GK Holdings, Inc. Outlook, Remains Negative RATINGS RATIONALE Global Knowledge's Caa2 Corporate Family Rating broadly reflects the company's weak liquidity and risk that it will be able to refinance its existing credit facilities at affordable terms. These risks are mitigated by recent improvement in performance that may suggest a stabilization of year over year revenue declines, as well as improvements in adjusted EBITDA and margins resulting from cost cutting activities. Though improved profitability should result in increased operating cash flow generation, Moody's expects that a portion of cash will be used to normalize accounts payable and fund further restructuring initiatives over the next 12-18 months such that free cash flow continues to be breakeven to negative. The rating also reflects the company's small scale relative to other rated business services companies as well as fundamental pressures, including declining revenues in its traditional in-classroom training services in North America, its largest operating region. Global Knowledge's rating is supported by the company's wide geographic footprint, strong performance in EMEA, highly diversified customer base and its continued cost reduction activities and investments in operating efficiencies which should support margin improvement. The negative rating outlook reflects Moody's expectation for continued weak liquidity, difficulty in reversing overall revenue declines and potential difficulty in refinancing the company's first-lien credit facilities which come due in 2021. The outlook could be changed to stable if the company is able to pay down its revolver, which is nearly fully drawn, or if organic revenue growth and EBITDA margins were to improve materially over the next year. Ratings could be upgraded if Global Knowledge were to improve its liquidity position materially, reverse revenue declines, continue to grow adjusted EBITDA, and refinance its first lien credit facilities at favorable terms. The ratings could be downgraded if the risk of default increases or Moody's recovery estimates deteriorate. The ratings could also be downgraded if liquidity deteriorates for any reason. Liquidity is considered weak, based on the company's minimal cash balances, nearly fully drawn revolving credit facility, and expectations for modestly negative to breakeven free cash flow generation. Liquidity is also constrained by the fact that the company's first lien credit facilities will become current in 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Global Knowledge provides information technology and business skills training solutions to corporations and their employees. The company is headquartered in Cary, North Carolina and has operations throughout North America and EMEA. Net revenue for the twelve months ended December 31, 2018 was $280 million. The company is largely owned by funds affiliated with Rhone Group, LLC. GMI GROUP INC: Allowed to Use Cash Collateral on Final Basis ------------------------------------------------------------ U.S. Bankruptcy Judge Paul Baisier has entered a final order authorizing GMI Group, Inc., to use cash collateral in the ordinary course of its business. The Debtor is may use cash collateral solely for the purposes of supporting the Debtor's ongoing working capital needs, to the extent and up to the amounts set forth in the budget, subject to a 10% variance as to each line item. The Debtor will diligently attempt to collect all of its prepetition accounts receivable and all other rights to the payment of money and will cause all such collections remitted by its customers and other account obligors to be promptly delivered to Debtor's operating accounts or as required by the DIP Financing Order. The Prepetition Lenders may assert the following claims: (a) Expansion Capital Group by virtue of a note in the original amount of $100,000; (b) Reliable Fast Cash, LLC by virtue of a note in the amount of $150,000. There is apparently a confession of judgment entered in Richmond County, New York, Index No. 153133/2018 in the amount of $177,514; and (c) Unique Funding Solutions, LLC by virtue of a note in the amount of $75,000. The Court finds that the Debtor has filed Adversary Proceedings against Reliable Fast Cash, Unique Funding Solutions and Expansion challenging their claims, such that the claims are disputed. The Prepetition Lenders are granted replacement liens junior to the position of the postpetition DIP Lender pursuant to the DIP Financing Order. Each of these liens will be valid, binding, enforceable and automatically perfected and continuing to the same extent that the prepetition lien held by the respective Prepetition Lender is valid, properly perfected and enforceable, and in will have the same relative priority as the related prepetition lien. Furthermore, the Prepetition Lenders will retain their rights in prepetition collateral FFE to the extent it existed prepetition. A copy of the Final Order is available at http://bankrupt.com/misc/ganb19-52577-45.pdf About GMI Group GMI Group, Inc. -- http://thegmigroup.com/-- is a janitorial service company serving the Southeastern United States. Established in 2005, the Company specializes in corporate sites, multitenant, medical offices, universities, schools, manufacturing plants, federal, state and local agency facilities. GMI Group filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-52577) on Feb. 14, 2019. In the petition signed by CEO Kayla Dang, the Debtor disclosed $791,787 in assets and $1,621,246 in liabilities. Shayna M. Steinfeld, Esq., at Steinfeld & Steinfeld PC, is the Debtor's counsel. GREEN GROUP: Unsecured Creditors to Get Full Payment ---------------------------------------------------- Green Group 11 LLC filed a Chapter 11 Plan and accompanying disclosure statement disclosing that unsecured claims are unimpaired and will be paid in full, in Cash, on the Effective Date of the Plan or as soon thereafter as is practicable, plus interest at the federal funds rate on the Petition Date. The funds necessary for implementation of the Plan will be provided from the Plan Funder or one of its affiliates, divisions or subsidiaries. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y2pfzxd8from PacerMonitor.com at no charge. Counsel for the Debtor is Ira R. Abel, Esq., at Law Office of Ira R. Abel, in New York. About Green Group 11 Green Group 11 LLC is the owner and operator of a grocery store located at 220 Greene Avenue Brooklyn, NY 11238. Green Group 11 LLC, based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-40115) on Jan. 8, 2019. The Hon. Nancy Hershey Lord oversees the case. Ira R. Abel, Esq., at the Law Office of Ira R. Abel, serves as bankruptcy counsel. In the petition signed by Michael Kandhorov, manager, the Debtor estimated $6,000 in assets and $1,895,562 in liabilities. HOT SPRINGS TAXI: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Hot Springs Taxi, Inc. as of April 17, according to a court docket. About Hot Springs Taxi Inc. Based in Hot Springs, Arkansas, Hot Springs Taxi, Inc. filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 19-70648) on March 11, 2019, listing under $1 million in both assets and liabilities. Branch T. Fields, Esq., at Lax, Vaughan, Fortson, Rowe & Threet, PA, represents the Debtor as counsel. IDEAL DEVELOPMENT: Files Amended Plan to Correct Scrivener's Error ------------------------------------------------------------------ Ideal Development Corporation filed an amended disclosure statement and amended Chapter 11 Plan to correct a scrivener's error in Class 3 and Class 5. No substantive changes have been made. A full-text copy of the Amended Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y6qd9yh9from PacerMonitor.com at no charge. Attorney for Debtor is Will B. Geer, Esq., in Atlanta, Georgia. About Ideal Development Corporation Ideal Development Corporation, a Georgia-based corporation that operates as a real estate holding company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-63172) on Aug. 6, 2018. In the petition signed by its president, James T. Walker, the Debtor estimated assets and liabilities of less than $1 million. The Debtor tapped Wiggam & Geer, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. IF STUDIOS: Unsecured Creditors to Get 65% Under Plan ----------------------------------------------------- IF Studios, Inc., filed a small business chapter 11 Plan and accompanying disclosure statement disclosing that general unsecured creditors are impaired and will be paid $5,000 monthly beginning on March 24, 2019 and ending on January 24, 2024. The estimated recovery of general unsecured creditors is 65%. Payments and distributions under the Plan will be funded by the cash flow from operations, future income and proceeds from pending litigation. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/yxvqep89from PacerMonitor.com at no charge. Attorney for the Plan Proponent is Keith R. Havens, Esq. About IF Studios IF Studios, Inc. is a privately held company in Germantown, Maryland engaged in the business of providing computer systems design and related services. IF Studios, Inc., based in Germantown, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-15824) on April 30, 2018. In the petition signed by Serrene Grant, chief operating officer, the Debtor disclosed $45,543 in assets and $1 million in liabilities. Keith R. Havens, Esq., at Havens & Associates, LLC, serves as bankruptcy counsel to the Debtor. INPIXON: May Issue 1.16 Million Shares Under Incentive Plans ------------------------------------------------------------ Inpixon has filed a Form S-8 registration statement with the Securities and Exchange Commission to register 1,155,784 shares of common stock that are issuable under the Company's Amended and Restated 2011 Employee Stock Incentive Plan, as amended, and 2018 Employee Stock Incentive Plan, as amended. The 2011 Plan includes an evergreen provision that provides that the maximum number of shares which may be issued under the 2011 Plan will automatically increase annually on the first day of each calendar year, beginning on Jan. 1, 2015 and for each year thereafter through Jan. 1, 2021, by 10% of the aggregate number of shares of Common Stock issued by the Registrant in the prior calendar year. On May 2, 2014, Feb. 28, 2017 and April 27, 2018, the Registrant filed with the SEC Registration Statements on Form S-8, Registration Nos. 333-195655, 333-216295 and 333-224506, respectively, relating to shares of the Company's Common Stock reserved for issuance under the 2011 Plan. The Company registers an additional 155,784 shares of its Common Stock under the 2011 Plan as a result of the evergreen increase for 2018. The 2018 Plan includes a quarterly evergreen provision that provides that the maximum number of shares which may be issued under the 2018 Plan will automatically increase on the first day of each calendar quarter, beginning on April 1, 2018 and for each quarter thereafter through Oct. 1, 2028, by a number of shares of Common Stock equal to the least of (i) 1,000,000 shares, (ii) 20% of the outstanding shares on the last day of the immediately preceding calendar quarter, or (iii) such number of shares determined by the administrator of the 2018 Plan. On April 27, 2018 and Jan. 25, 2019, the Company filed with the SEC on Form S-8, Registration Nos. 333-224506 and 333-229374, respectively, relating to shares of the Company's Common Stock reserved for issuance under the 2018 Plan. The Company registers an additional 1,000,000 shares of its Common Stock under the 2018 Plan as a result of the Quarterly Increase as of April 1, 2019. A full-text copy of the prospectus is available for free at: https://is.gd/jupRwG 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. IOTA COMMUNICATIONS: Delays Form 10-Q for Quarter Ended Feb. 28 --------------------------------------------------------------- Iota Communications, Inc., was unable to file its quarterly report on Form 10-Q for the fiscal quarter ended Feb. 28, 2019 by the prescribed date of April 15, 2019, without unreasonable effort or expense, because the Company needs additional time to complete certain disclosures and analyses to be included in the Report. As previously reported, on Sept. 5, 2018, a wholly owned subsidiary of Iota Communications, Inc. (formerly Solbright Group, Inc.), a Delaware corporation, merged with and into Iota Networks, LLC (formerly M2M Spectrum Networks, LLC), a dedicated Internet of Things (IoT) network access and IoT solutions company. Iota Networks was the surviving corporation and, as a result of the Merger, became a wholly owned subsidiary of the Company. Following the Merger, the financial statements of Iota Networks will be reported on a consolidated basis with the Company's financial statements. As a result, the Company expects that a significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in its Quarterly Report on Form 10-Q for the fiscal quarter ended Feb. 28, 2019. The Company has not yet finalized its financial statements for the fiscal quarter ended Feb. 28, 2019. Therefore, the Company is not able to quantify the anticipated changes in its results of operations at this time. About Iota Communications Newark, New Jersey-based Iota Communications, Inc., formerly known as Solbright Group, Inc -- https://www.iotacommunications.com/ -- is a new, nationally-available, wireless carrier network system and applications platform dedicated to the Internet of Things. Iota sells recurring-revenue solutions that optimize energy usage, sustainability and operations for commercial and industrial facilities -- principally to Enterprise customers - both directly and via third-party relationships. Iota also offers important ancillary products and services which facilitate the adoption of its subscription-based services, including solar energy, LED lighting, and HVAC implementation services. Solbright reported a net loss of $15.80 million for the year ended May 31, 2018, compared to a net loss of $3.34 million for the year ended May 31, 2017. As of Nov. 30, 2018, Iota Communications had $19.87 million in total assets, $98.57 million in total liabilities, and a total stockholders' deficit of $78.70 million. The audit opinion included in the company's annual report on Form 10-K for the year ended May 31, 2018 contains a going concern explanatory paragraph. RBSM LLP, in New York, the Company's auditor since 2016, stated that the Company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. J.D.B.O. VENTURES: May 14 Plan Confirmation Hearing --------------------------------------------------- The disclosure statement explaining the Chapter 11 plan of J.D.B.O. Ventures, Inc., is conditionally approved. The hearing on confirmation of the plan is scheduled on May 14, 2019 at 10:00 AM. May 9, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. May 9, 2019 is fixed as the last day for filing written acceptances or rejections of the plan. May 9, 2019 is fixed as the last day for filing and serving written objections to confirmation of the plan. Class 8 consists of the claims of unsecured creditors. These claims will be paid the sum of $12,000.00 over a period of 1 year, without interest. Payments shall be made on a quarterly basis to the unsecured creditors, beginning November 1, 2019 and shall continue until August 1, 2021. Each quarterly payment shall be in the amount of $1,500.00. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at http://tinyurl.com/y25pvprufrom PacerMonitor.com at no charge. J.D.B.O. Ventures, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 19-01117) on March 12, 2019, and is represented by John G. Rhyne, Esq. JAGUAR HEALTH: Napo's Chief Commercial Officer Resigns ------------------------------------------------------ Mr. Robert J. Griffing notified Jaguar Health, Inc. of his decision to resign as chief commercial officer of Napo Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company, effective April 18, 2019. 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. JAMES CANDY: Seeks to Hire Union Standard as Auctioneer ------------------------------------------------------- James Candy Company seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an auctioneer. The Debtor proposes to employ Union Standard Equipment to conduct an online auction for its candy manufacturing equipment. The firm will receive a commission of 10 percent of the sales price. Buyers will pay an 18 percent buyer's premium. Union Standard is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. About James Candy Company James Candy Company is a candy company in Atlantic City, New Jersey, offering a wide selection salt water taffy, fudge, and macaroons. James Candy Company, based in Atlantic City, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the petition signed by Frank Glaser, president, the Debtor disclosed $2,756,944 in assets and $3,048,241 in liabilities. The Hon. Andrew B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq., at Deiches & Ferschmann, serves as bankruptcy counsel to the Debtor. JJE INC: DOJ Watchdog Directed to Appoint Patient Care Ombudsman ---------------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico directed the United States Trustee to appoint a patient care ombudsman for JJE Inc dba Hospicio Toque de Amor. The Court order was made following a petition filed on April 12, 2019, reflecting the case as a "health care business" case. About JJE, Inc. JJE, Inc. is a home health care services provider based in Manati, Puerto Rico. JJE, Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No.: 19-02034) on April 12, 2019, and is represented by Victor Gratacos Diaz, Esq., in Caguas, Puerto Rico. At the time of filing, the Debtor had $295,244 in total assets and $1,953,718 in total liabilities. The petition was signed by Jenny Olivo, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb19-02034.pdf JTJ RESTAURANTS: Taps David Southwell as Accountant --------------------------------------------------- JTJ Restaurants, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire David Southwell as its accountant. Mr. Southwell will provide tax advice and assist the Debtor in the preparation of its quarterly federal tax returns and 2018 tax returns. The accountant will be paid $1,000 per month for his services. Mr. Southwell disclosed in court filings that he does not represent any interest adverse to the Debtor and its estate. Mr. Southwell maintains an office at: David W. Southwell 5781-B NW 151st St. Miami Lakes, FL 33014 Tel: (305) 822-8385 About JTJ Restaurants Inc. and Byrd Restaurants-Royal Palm Inc. 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. KAPPA DEVELOPMENT: Plan Outline Hearing Scheduled for June 6 ------------------------------------------------------------ Bankruptcy Judge Katharine M. Samson is set to hold a hearing on June 6, 2019, at 1:30 P.M. to consider approval of Kappa Development & General Contracting, Inc.'s disclosure statement referring to a chapter 11 plan dated April 1, 2019. May 16, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. As previously reported by the Troubled Company Reporter, unsecured claims will receive a pro-rata distribution from available funds arising from the sale of the Debtor's office building, after administrative expense and priority claims are paid. Class 6 General Unsecured Claims will also receive a pro-rate distribution arising from the receipt of settlement or collection proceeds of the Blackwell Judgment. There is no fixed time for the receipt and distribution of the funds, primarily because the collection of the Blackwell Judgment will take some time and effort by special counsel. The Debtor will act as disbursing agent under the Plan and shall file appropriate reports with the Court as funds are received and disbursed to creditors. A full-text copy of the Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/yxo3hza9from PacerMonitor.com at no charge. About Kappa Development Kappa Development & General Contracting, Inc., based in Gulfport, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-51155) on June 12, 2017. In the petition signed by Randy Blacklidge, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Katharine M. Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd & Wiser, serves as the Debtor's bankruptcy counsel. LAWN ADVISORY: May 17 Plan, Disclosures Hearing Set --------------------------------------------------- Bankruptcy Judge Michael B. Kaplan conditionally approved Lawn Advisory Service, Inc.'s small business disclosure statement in support of a chapter 11 plan dated April 1, 2019. May 10, 2019 is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and the last day for filing written acceptances or rejections of the Plan. A hearing will be held on May 17, 2019 at 10:00 a.m. for final approval of the disclosure statement and for confirmation of the plan. The Troubled Company reporter previously reported that unsecured creditors will get 10% under the plan. The Plan will be funded from future earnings of the Debtor as supplemented from time to time by short term financing from the father of the Debtor's principal. A full-text copy of the Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/y6xrzt4tfrom PacerMonitor.com at no charge. About Lawn Advisory Service Lawn Advisory Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-28873) on Sept. 23, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Michael B. Kaplan presides over the case. LBJ HEALTHCARE: PCO Files 16th Interim Report --------------------------------------------- Tamar Terzian, Patient Care Ombudsman (PCO) for LBJ Healthcare Partners, Inc., filed the sixteenth interim report before the U.S. Bankruptcy Court for the Central District of California. During visits, the PCO identified that there were five vacancies at the facility. The PCO noted that the only issue to report is that the Debtor's two patients had an altercation on March 18, 2019, whereby the faculty intervened and called the police. The patients were hospitalized and released. One patient was detained but was expected to be released soon. The PCO added that there are no changes as to the physicians that regularly evaluate the residents. Likewise, the PCO reported that all of the medical records are complete. Per recommendation, the PCO identified that there are maintenance issues and the building needs significant repairs. The PCO told that the Debtor is aware of the poor dilapidated condition of the roof and will be replacing the roof. Meanwhile, the PCO was informed that the Debtor has retained professionals to paint the internal portion of the building. A full-text copy of the Sixteenth Interim Report is available for free at: http://bankrupt.com/misc/cacb16-15197-391.pdf About LBJ Healthcare Partners Headquartered in Whittier, Calif., LBJ Healthcare Partners Inc., formerly doing business as Bayshore Villa Healthcare Partners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal Case No. 16-15197) on April 21, 2016, disclosing $49,370 in assets and $1.27 million in liabilities. The petition was signed by Brian Buenviaje, president and CEO. Judge Vincent P. Zurzolo presides over the case. Robert M. Aronson, Esq., at the Law Office of Robert M. Aronson, serves as the Debtor's bankruptcy counsel. Constance Doyle was appointed patient care ombudsman for the Debtor. Subsequently, Tamar Terzian was appointed as the PCO on February 21, 2018. M&G MEXICO: Chapter 15 Case Summary ----------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- M&G Mexico Holding, S.A. de C.V. 19-11223 c/o Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 M&G Polimeros Mexico, S.A. de C.V. 19-11224 c/o Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10583 Business Description: M&G Mexico Holding and M&G Polimeros Mexico are engaged in the chemical manufacturing business. The Debtors are headquartered in Altamira, Mexico. Chapter 15 Petition Date: April 21, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Foreign Representative: Luis Rafael Apperti Llovet Petrocel Km 2, Puerto Industrial Altamira Tamaulipas 89603 Mexico Foreign Proceeding in Which Appointment of the Foreign Representative Occurred: Concurso Mercantil No. 53/2019, commenced in Mexico City on March 12, 2019 Chapter 15 Petitioner's Counsel: Craig A. Wolfe, Esq. MORGAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York, NY 10178 Tel: (212) 309-6204 (212) 309-6000 Email: craig.wolfe@morganlewis.com Estimated Assets: Unknown Estimated Debt: Unknown Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/nysb19-11223.pdf http://bankrupt.com/misc/nysb19-11224.pdf MDC PARTNERS: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed all of its ratings on U.S. advertising agency MDC Partners Inc., including the 'B' issuer credit rating and the 'B' issue-level rating on the senior unsecured notes. MDC amended its credit agreement to allow for a higher covenant leverage limit (6.25x from 5.5x), while lowering the total revolver commitment to $250 million from $325 million. At the same time, the company received a $100 million strategic investment from the Stagwell Group and sold its interest in Kingsdale Advisors for $23 million in cash plus a reduction in its remaining noncontrolling interest liabilities. The company will use these cash proceeds to pay down its revolver balance and for operating cash outflows. As a result, S&P expects adjusted leverage to decline to the low-5.0x area and covenant cushion to remain above 15% over the next 12 months. The stable outlook reflects S&P's expectation that MDC will generate organic growth of between 2%–4% over the next 12 months while keeping leverage in the low 5.0x and FOCF to debt above 5%. It also reflects the rating agency's expectation that covenant cushions will remain above 15%. "We could lower our issuer credit rating if operating performance weakens such that the company's adjusted leverage rises to the high-5.0x area, discretionary cash flow (DCF) to debt declines below 5%, and/or covenant cushion declines below 10% on a sustained basis. This could occur if the company's current trend of positive net new business wins reverses, and/or the company's operating cash uses--through working capital or otherwise -- drains excess cash flow, forcing a draw on the revolving facility to fund fixed charges beyond seasonal expectations," S&P said. "We could raise our ratings if the company is able to reduce leverage below the mid-4.0x area while generating DCF to debt of at least 10% on a sustained basis. In any upgrade scenario, we would expect leverage reduction to be driven primarily by a combination of both consistent organic growth and debt reduction," the rating agency said. MID-CITIES HOME: April 24 Hearing to Determine PCO Appointment -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will hold a hearing on April 24, 2019, at 1:30 P.M., to determine whether the appointment of a patient care ombudsman is not necessary for Mid-Cities Home Medical Equipment Co., Inc. About Mid-Cities Home Medical Equipment Co. Based in Grand Prairie, Texas, Mid-Cities Home Medical Equipment Co., Inc., dba Homepoint Dme, a retailer of medical supplies and equipment, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-41232) on March 27, 2019, and is represented by Suzanne K. Rosen, Esq., in Fort Worth, Texas. At the time of filing, the Debtor had $500,000 to $1 million in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Scott Bays, president. MOUNTAINEER GAS: Fitch Affirms LT IDR at 'BB+', Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating of Mountaineer Gas Company (MGC) at 'BB+' with a Stable Rating Outlook. Fitch has also affirmed MGC's senior unsecured debt ratings at 'BBB-'/'RR1'. MCG's ratings primarily reflect the utility's small scale of operations, private equity ownership and a challenging regulatory environment in West Virginia. MGC's ongoing pipe replacement program will keep capex elevated throughout the forecast period. Fitch considers the infrastructure replacement and expansion program cost-recovery rider to be credit positive as it partly alleviates regulatory lag. Despite the large capex program, Fitch expects MGC's financial profile to remain supportive of existing ratings over 2019-2022. KEY RATING DRIVERS Challenging Regulatory Environment: Fitch considers the regulatory environment in West Virginia to be challenging. The Public Service Commission of West Virginia (WVPSC) does not allow revenue decoupling or weather normalization, contributing to sometimes volatile cash flows and credit metrics. MGC's 9.75% authorized ROE is in line with industry averages. However, the WVPSC's use of a historical test year with an average rate base valuation methodology in rate case decisions causes significant regulatory lag and makes it difficult for the company to earn its allowed ROE. Regulatory lag is partially mitigated by the IREP cost-recovery rider, which provides more-timely recovery of costs related to system expansion and pipe replacement. Small Scale of Operations: MGC's ratings are restricted by the utility's small scale of operations. Over the last three years, Operating EBITDA and FFO have each averaged less than $30 million per year, making MGC the smallest stand-alone investor-owned utility rated by Fitch. Small changes in revenue or expenses can have a material impact on financial metrics, causing the utility to be more vulnerable to external shocks. Such changes in revenue are not unlikely given the regulatory environment in West Virginia, which does not allow revenue decoupling or weather normalization. Private Equity Ownership: MGC's ratings are also restricted by the utility's private equity ownership. MGC's holding company, Mountaineer Gas Holdings Limited Partnership (MGH), is owned by private equity funds ultimately owned by iCON Infrastructure LLP, and IGS Utilities LLC (IGS LLC). Fitch considers private equity ownership to present an increased level of credit risk due to the typically more aggressive dividend payout policy, weaker financial flexibility, and less transparent corporate governance compared with a publicly traded company. MGC's owners have shown more support in recent years through equity infusions and a lower dividend payout as the utility undergoes its large capex plan. Pending Rate Case Proceedings: MGC filed a rate case with the WVPSC on March 6, 2019 requesting a net rate increase of approximately $13.1 million, consisting of a base rate increase of $19.3 million and a reduction to the IREP cost-recovery rider of $6.2 million. Fitch expects the commission to make a final decision on the proceedings by the end of fourth-quarter 2019, with new rates becoming effective Jan. 1, 2020. The rate case is expected to address the issues with tax reform related to the Tax Cuts and Jobs Act (TCJA) passed in 2017. Supportive, But Volatile, Credit Metrics: Fitch expects MGC's credit metrics to remain supportive of the ratings throughout the forecast period, however, the company's small size, large seasonal working capital needs, and exposure to the effects of weather could result in significant swings in credit metrics, both on a seasonal basis and year-to-year. Assuming normal weather, Fitch expects adjusted debt/EBITDAR, FFO-adjusted leverage and FFO fixed-charge coverage to average approximately 4.8x, 4.9x and 4.2x, respectively, through 2022. Elevated Capex Plan: Fitch expects MGC's capex to remain elevated over the next several years, driven largely by the replacement of aging infrastructure and bare steel pipe. MGC's Eastern Panhandle Expansion Project, which is designed to provide natural gas distribution service to unserved and underserved areas in northeastern West Virginia, also contributes to the elevated capex program in the near term. The IREP cost-recovery rider helps to alleviate concerns related to the large capex plan. DERIVATION SUMMARY MGC has a weaker business risk profile than peers The Berkshire Gas Company (BGC; A-/Stable) and The Southern Connecticut Gas Company (SCG; BBB+/Positive), largely due to West Virginia's challenging regulatory environment. BGC and SCG operate in more-balanced regulatory environments in Massachusetts and Connecticut and benefit from full revenue decoupling. MGC's ratings have limited upside due to the utility's small scale and private equity ownership, which Fitch considers to be moderately credit negative. Unlike MGC, which is a stand-alone utility, BGC and SCG benefit from being owned by AVANGRID, Inc. (BBB+/Stable), which is a large parent of eight regulated electric and natural gas distribution utilities. MGC's credit metrics are weaker than its peers and are expected to remain elevated throughout the forecast period as it executes its capital program. Fitch expects MGC's total adjusted debt/operating EBITDAR to average approximately 4.8x and FFO-adjusted leverage to average approximately 4.9x through 2022, higher than peers BGC and SCG. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer include: - Balanced rate case outcome in 2019, with new rates effective in 2020; - Normal weather; - Capex of approximately $54 million in 2019 and $49 million in each of years 2020-2022; - Equity infusions as needed to help finance the large capex program and maintain MGC's regulated capital structure. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to a Positive Rating Action A positive rating action is not likely, given the small scale of operations, private equity ownership, and challenging regulatory environment in West Virginia. Implementation of revenue decoupling and/or other regulatory measures sufficient to provide a greater level of stability and predictability to MGC's credit metrics would be needed for a ratings upgrade. Developments That May, Individually or Collectively, Lead to a Negative Rating Action A negative rating action is not likely, but could occur if MGC's private equity owners instituted a more-aggressive financial policy that increased leverage, with FFO-adjusted leverage greater than 6.0x and FFO fixed-charge coverage less than 3.5x on a sustained basis. LIQUIDITY Adequate Liquidity: Fitch considers MGC's liquidity to be adequate, primarily supported by a $100 million unsecured committed RCF that expires Dec. 1, 2019. The RCF includes an accordion feature that could expand the size to $170 million to account for the possibility of unusually high natural gas prices and sales volumes that could occur during an abnormally cold winter heating season. Fitch expects the RCF to provide sufficient liquidity to support working capital needs and expects the company to extend the facility prior to maturity or enter into another facility with substantially similar terms. MGC had $35.5 million of borrowings outstanding under the RCF as of Dec. 31, 2018, leaving $64.5 million of availability. The seasonal nature of MGC's natural gas distribution business leads to larger sales volumes during the winter months, often requiring the company to temporarily finance rising natural gas inventories and customer receivables with short-term borrowings under its revolving credit facility (RCF). Short-term borrowings typically peak in late December and are paid down by the end of the first quarter. The credit facility includes financial covenants requiring MGC to maintain a minimum EBITDA interest coverage ratio of 2.0x and a maximum debt-to-capitalization ratio of 65%. Long-term debt maturities are manageable. MGC does not have any long-term debt maturing until Dec. 20, 2027, when $40 million of 4.2% senior unsecured bonds comes due. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Mountaineer Gas Company -- Long-Term IDR at 'BB+'; Outlook Stable; -- Senior unsecured debt at 'BBB-'/'RR1'. MRC CRESTVIEW: Fitch Affirms BB+ Rating on $47.3MM 2016 Bonds ------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued by New Hope Cultural Education Facilities Finance Corporation Retirement Facility on behalf of MRC Crestview (Crestview). -- $47.3 million series 2016 revenue bonds. The Rating Outlook is Stable. SECURITY The bonds are secured by a lien on and security interest in certain mortgaged properties, a gross revenue pledge and a debt service reserve fund. KEY RATING DRIVERS ELEVATED LONG-TERM LIABILITY PROFILE: Crestview's long-term liability profile is elevated as a result of the 2012 replacement and renovation project that significantly increased the community's debt load. Debt to net available measured an elevated 11.6x in fiscal 2018. Maximum annual debt service (MADS) of 23% of fiscal 2018 revenues is very elevated when compared with Fitch's below-investment-grade (BIG) median of 16.5%. SOLID OPERATING PROFILE: The community's elevated long-term liability profile is mitigated by a solid operating profile anchored by a strong reputation in the growing Bryan-College Station region that has produced high occupancy across all levels of care. Though Crestview's Type A refundable entrance fee contract opens the community to the potential of more refunds being paid out versus entrance fees received, the community's revenue only debt service coverage (measured 1.2x at fiscal year-end 2018) and solid liquidity temper this risk. ADEQUATE FINANCIAL PROFILE: Crestview's high occupancy levels produce good profitability as evidenced by its 89.8% operating ratio and 26.5% net operating margin. Unrestricted cash and investments of $18.1 million as of Dec. 31, 2018 measured an adequate 529 days cash on hand (DCOH), 34.4% cash to debt and 5.5x cushion ratio. These liquidity metrics are favorable to the BIG medians of 292 days, 32.1% cash to debt and 4.5x cushion ratio. ACTIVITY OUTSIDE CRESTVIEW: Methodist Retirement Communities (MRC) was recently given approval to purchase Mirador, a life care community located in Corpus Christi, TX that filed chapter 11 bankruptcy earlier this year. Management expects to incorporate Mirador into an obligated group that is separate from Crestview and does not anticipate any asset transfers to purchase or support Mirador operations. ASYMMETRIC RISK FACTORS: No asymmetric risk factors were incorporated into the rating determination. RATING SENSITIVITIES OPERATING PROFITABILITY: The 'BB+' rating incorporates Fitch's expectations for consistent operating performance and ample liquidity to mitigate Crestview's elevated leverage and exposure to its Type A, refundable entrance fee contracts and future service obligations. Although not anticipated, adverse operating performance or lower liquidity and coverage trends could pressure the current rating. MODERATING DEBT BURDEN: Moderation of Crestview's debt burden could lead to positive rating action over the medium term. EXTERNAL TRANSFERS: External transfers to support MRC or MRC affiliates, while not expected, could result in negative rating pressure. CREDIT PROFILE Crestview is a Type A life care community located in Bryan, TX, about 100 miles equidistant from Houston and Austin. Crestview's fiscal 2018 (unaudited) revenues totaled $14.1 million. The flagship campus of the Texas A&M University System in College Station (2018 record enrollment of 69,367) has historically driven much of the local economy. More recently, oil and gas production and exploration in the nearby Eagle Ford Shale and a growing medical and health services presence have bolstered local economic growth. Crestview's sole corporate member and manager is MRC. In addition to Crestview, the MRC affiliated ministries include six continuing care retirement communities (CCRCs) and several affordable senior housing communities. The MRC affiliation provides Crestview with resources and expertise that are not typically available to single-site communities. MRC is not obligated on any of Crestview's debt. Crestview undertook a full replacement and repositioning project in 2012 providing additional independent living units (ILUs) and a new Health Center including assisted living units (ALU), ALU Memory Care units and skilled nursing facility (SNF) beds. Current operations include 91 ILUs, 48 ALUs, 18 Memory Care units and 48 SNF beds. The vast majority of ILUs are contracts with a 90% refundable contract, under which 90% of the total entrance fee, without interest, is refundable upon termination of the life care agreement and after receipt of proceeds to fully fund the refund from the next resale and occupancy of any like-kind ILU. Crestview represented 20% of MRC's existing operating entity portfolio assets at Dec. 31, 2017. Construction at MRC's newest CCRC based in College Station, The Langford, was 99.7% completed as of Jan 31, 2019. Once fully completed, the Langford will consist of 72 ILUs (without a life care option), 24 ALUs and 18 memory support units. Residents at The Langford will have priority access to the SNF at Crestview, providing another revenue source for the community. On April 15, 2019, MRC was given approval from the U.S. Bankruptcy Court in Corpus Christi to purchase the assets of Mirador, a CCRC consisting of 125 ILUs, 44 ALUs, 18 memory care units and 41 SNF beds. Mirador is expected to be incorporated into a separate obligated group that does not include Crestview. Fitch does not anticipate any transfers to MRC or any affiliates to support the Mirador acquisition cost or Mirador's continuing operations, and there has been no history of transfers to MRC or its other affiliates. ELEVATED LONG-TERM LIABILITY PROFILE Crestview's 'BB+' rating is driven by the community's elevated long-term liability profile following the 2012 renovation and replacement project. Fitch believes the project positions the community well in the market and limits near-term capital needs given the low six year average age of plant (as of Dec. 31, 2018). Outstanding debt consists of the series 2016 fixed-rate revenue refunding bonds, structured with level debt service through fiscal 2046. Crestview's MADS of $3.1 million represents a high 22% of fiscal 2018 revenues. Debt to net available was 11.6x for the same period and was above Fitch's BIG median of 8.8x. SOLID OPERATIONS The community's operations are anchored by solid ILU occupancy of 96.7%, ALU occupancy of 89.6%, memory care occupancy of 98.9% and SNF occupancy of 90.4% in fiscal 2018. High occupancy is a result of management's continuous focus on lead generation, the SNF's hospital affiliations and high quality outcomes as well as entrance fee incentives that lead prospective residents to move in quickly upon vacancy of an ILU. Robust occupancy levels and a strong Medicare and private pay census in the SNF produced good profitability as seen in the community's fiscal 2018 operating ratio of 89.8% and net operating margin of 26.5%. Crestview's obligation to provide future services and use of facilities to current life care residents is $5.3 million for the fiscal year ending 2018. The proportion of life care payors is likely to increase as residents move through the continuum of care, exposing Crestview to potential pressure on its margins. Ongoing cost management and disciplined rate increases will continue to help Crestview address its future life care service obligation. ILU resident turnover should also provide the benefit of incremental net entrance fee receipts. ADEQUATE LIQUIDITY Crestview's $18.1 million in unrestricted cash and investments at Dec. 31, 2018 was down over $400 thousand versus year-end 2017 due to unrealized losses on investments of $1.2 million in fiscal 2018. Despite the losses, liquidity ratios of 529 DCOH, 34.4% cash to debt and 5.8x cushion ratio are still favorable to Fitch's respective BIG medians of 292 days, 32.1% cash to debt and 4.5x. Given the limited capital needs on campus and good profitability, Fitch expects Crestview's cash to debt ratio to improve over the medium term as debt continues to amortize. MULE CAMP: Seeks Authorization to Use Cash Collateral ----------------------------------------------------- Mule Camp Rocks, LLC, requests the U.S. Bankruptcy Court for the Northern District of Georgia to authorize and approve the use of cash collateral for the payment of its operating expenses. Specifically, the Debtor requires the use of cash collateral for the payment of operating expenses, including, but not limited to, purchase of inventory, and the payment of wages, taxes, insurance, and other ordinary operating costs consistent with the Debtor's prepetition operations. The Debtor has reached an agreement with the Pre-Petition Secured Parties for the continued use of certain cash collateral and terms establishing adequate protection. Pursuant to the Budget, the Debtor projects the Business will incur total operational expenses of approximately $525,510 through July 2019. The Pre-Petition Secured Parties in the case are: (a) Prior to the commencement of this case, the Debtor entered into a Loan Agreement with Douglas Singleton in the amount of $95,000, secured by a security interest in and to all assets now owned or hereafter acquired. (b) The Debtor also entered into a Future Receivables Purchase Agreement with Trilogy Consulting Group, LLC wherein the Debtor agreed to sell and Trilogy agreed to purchase 25% of the Debtor's revenue stream until the purchased amount was paid in full. In relation thereto, Trilogy was granted a security interest in and to all assets now owned or hereafter acquired. (c) Pursuant to a Future Receivables Purchase Agreement with RSP Capital Partners, LLC, the Debtor agreed to sell and RSP agreed to purchase 25% of the Debtor's revenue stream until the purchased amount was paid in full. By virtue of an assignment, Septimus, LLC became the successor in interest to RSP. The Debtor defaulted on these payments and there remains due and owing to RSP/Septimus the sum of $81,217.49. In addition, RSP/Septimus was granted a security interest in certain collateral and in and to all assets now owned or hereafter acquired. (d) The Debtor also entered into a Future Receivables Purchase Agreement with Global Factors, LLC wherein the Debtor agreed to sell and Global agreed to purchase 25% of the Debtor's revenue stream until the purchased amount was paid in full. The Debtor defaulted on these payments and there remains due and owing to Global the sum of $18,392. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb18-21413-26.pdf About Mule Camp Rocks Mule Camp Rocks, LLC, operates Mule Camp Tavern, a restaurant and entertainment venue in the City of Gainesville in Hall County, Georgia. Based in Gainesville, Georgia, Mule Camp Rocks sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-21413) on July 17, 2018. In the petition signed by Ronald L. DiOrio, member, the Debtor estimated under $1 million in assets and liabilities. Jonathan D. Clements, Esq., at Kelley & Clements, represents the Debtor. MURRAY GROUP: Unsecured Creditors to Receive 10% of Allowed Claims ------------------------------------------------------------------ The Murray Group, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Illinois a disclosure statement in conjunction with its proposed plan of reorganization dated April 2, 2019. The Debtor's plan provides for payment of $46,867 to general unsecured creditors to be divided among general unsecured creditors pro rata. This amount will be paid over a five-year period with an initial payment of $920.23 to holders of small claims in a convenience class, and quarterly payments of $2,297.35/quarter. General unsecured claims total $468,673.20. General unsecured creditors will receive distribution approximately 10% of their allowed claims. All funds for the payment of the claims will be obtained from the business income of the Debtor over a period of five years. A copy of the Disclosure Statement dated April 2, 2019 is available at http://tinyurl.com/y54645yofrom Pacermonitor.com at no charge. About The Murray Group The Murray Group, Inc., an Illinois corporation in the business of buying and selling building materials to contractors, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-32156) on Nov. 15, 2018. In the petition signed by Robert Murray, president, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by David P. Lloyd, Esq. of David P. Lloyd, Ltd. NEIMAN MARCUS: Agrees to Extend Deadline to Launch Exchange Offer ----------------------------------------------------------------- Neiman Marcus Group LTD LLC has agreed with requisite consenting holders of the Company's term loans under its term loan credit facility and requisite consenting holders 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 amend the deadline for launch of an exchange offer related to the Unsecured Notes in section 12.01(l) of the Transaction Support Agreement, by and among the Company, certain of its affiliates and holders of Term Loans and Unsecured Notes, dated March 25, 2019 and as amended on April 10, 2019, from April 22, 2019 to April 29, 2019. The Company Parties to the TSA have amended the date in section 12.02(e) accordingly. All other terms of the TSA remain unchanged. 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. NORTH AMERICA STEEL: July 18 Plan Confirmation Hearing ------------------------------------------------------ The Amended Disclosure Statement filed by North America Steel & Wire Inc. is approved. July 18, 2019 at 10:00 A.M. a plan confirmation hearing for the Amended Plan. May 11, 2019, is the last day for: (a) filing written ballots by creditors, either accepting or rejecting the plan; and (b) filing and serving written objections to confirmation of the plan. July 18, 2019 is the last day for filing a complaint objecting to discharge, if applicable. A full-text copy of the Disclosure Statement dated January 28, 2019, is available at https://tinyurl.com/y9369grr from PacerMonitor.com at no charge. About North America Steel North America Steel & Wire Inc. is a manufacturer of copper and zinc coated wires and is located in Butler, Pennsylvania. North America Steel & Wire sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-20718) on Feb. 27, 2018. In its petition signed by Maroune Farah, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Donald R. Calaiaro, Esq., David Z. Valencik, Esq., and Michael Kaminski, Esq., at Calaiaro Valencik serve as the Debtor's bankruptcy counsel. Judge Thomas P. Agresti presides over the case. NOVABAY PHARMACEUTICALS: Jian Fu Has 33% Stake as of March 12 ------------------------------------------------------------- Jian Ping Fu disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of March 21, 2019, he beneficially owns 5,683,304 shares of common stock of Novabay Pharmaceuticals, Inc., which represents 33 percent based on 17,244,804 shares outstanding as of April 15, 2019. Mr. Fu is the president of Greenwood Capital, an Australian investment company with a portfolio spanning property, health centers, Australian food exports and cultural exchange. All of the Shares were purchased by Mr. Fu using personal investment funds in an aggregate amount of approximately $11,593,843. Effective March 21, 2019, Mr. Fu entered into a Shares Sale and Purchase Agreement with OP Financial Investments Limited, pursuant to which he purchased 1,700,000 Shares for investment purposes. A full-text copy of the regulatory filing is available for free at: https://is.gd/CeIdUL About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $9.36 million in total assets, $4.40 million in total liabilities, and $4.95 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: OP Financial is No Longer a Shareholder ---------------------------------------------------------------- OP Financial Investments Limited disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of March 21, 2019, it is the beneficial owner of 0 shares of common stock of Novabay Pharmaceuticals, Inc. OP Financial is an investment firm focused on cross-border investment opportunities. Effective March 21, 2019, OP Financial entered into a Shares Sale and Purchase Agreement with Mr. Jian Ping Fu, pursuant to which it sold 1,700,000 Shares to Mr. Fu. A full-text copy of the regulatory filing is available at: https://is.gd/xMUjU0 About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $9.36 million in total assets, $4.40 million in total liabilities, and $4.95 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NPC INTERNATIONAL: S&P Lowers ICR to 'CCC+'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S.-based franchisee of Pizza Hut and Wendy's restaurants NPC International Inc. to 'CCC+' from 'B-'. At the same time, S&P lowered the issue-rating on the company's senior secured first-lien credit facility to 'CCC+' from 'B' and revised the recovery rating to '3' from '2' to better reflect declining profitability levels. It also lowered the issue-rating on the company's senior secured second lien facilities to 'CCC-' from 'CCC'. The recovery rating remains '6'. The downgrade reflects S&P's view that NPC's capital structure is potentially unsustainable given tightening covenant headroom, increased reliance on the revolver to fund capital expenditures, and very high leverage the rating agency expects will remain above 8x given its expectation for ongoing operating challenges. The negative outlook reflects S&P's view that operating performance will remain under pressure throughout 2019, with negative free operating cash and weakened liquidity. "We could lower the rating if we envision a specific default scenario over the next 12 months. This could arise if a breach of the springing covenant on the revolver becomes more likely because the rate of cash burn is higher than expected or if the sponsors do not adequately pay down the outstanding balance with a cash infusion," S&P said. "We could revise the outlook to stable if there is meaningful growth of the EBITDA base and improved free cash flow generation that reduces reliance on the cash flow revolver and strengthens overall liquidity. We would expect adequate headroom under the company's leverage covenant (total consolidated debt to covenant EBITDA below 7x), providing unfettered access to this source of liquidity," S&P said. OCALA INN: Seeks Access to CenterState Bank Cash Collateral ----------------------------------------------------------- Ocala Inn Management Inc. seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to use the cash collateral of CenterState Bank to continue operating the business and pay salaries In October 2002, the Debtor had entered into a Security Agreement and/or Financing Statement with CenterState, as Successor in Interest to Florida Citizens Bank in which the rents, accounts receivables, chattel paper, contracts, documents, cash, bank accounts, etc. were pledged as collateral. As of the Petition Date, the Debtor was indebted to CenterState Bank in the approximate amount of $1,200,000. The Debtor intends to utilize the pledged cash collateral in order to meet post-petition contractual and tax obligations related to payroll, inventory and real property owned by the Debtor and ongoing business operations. The Debtor is willing to enter into an agreement with CenterState Bank to provide a post-petition replacement lien of a continuing nature on all post-petition accruing cash collateral to the secured creditor. The Debtor intends to use the cash collateral in accordance with the conditions set forth in the proposed order. Pursuant to the proposed order, (a) the Debtor will pay only expenses necessary for the operation of the business and not any pre-petition expenses, salaries, professional fees, or insiders without further order of the Court; (b) to the extent the Debtor uses cash collateral, CenterState Bank is granted a replacement lien on all such cash, rents, and accounts receivable, and the proceeds thereof, acquired after the Petition Date of equal priority to the liens which creditor had on the Petition Date; and (c) the Debtor will pay $7,193.41 per month to CenterState Bank commencing April 1, 2019 until Confirmation of a Chapter 11 Plan of Reorganization or further Order of the Court. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb19-00875-3.pdf About Ocala Inn Management Ocala Inn Management, Inc., owns a hotel located at 3767 NW Blitchton Road, Ocala, Florida, valued by the company at $1.97 million. Ocala Inn Management previously sought bankruptcy protection (Bankr. M.D. Fla. Case No. 12-02468) on April 12, 2012. Ocala Inn Management again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00875) on March 13, 2019. At the time of the filing, the Debtor disclosed $3,057,592 in assets and $1,201,280 in liabilities. The Law Offices of Mickler & Mickler, LLP, is the Debtor's counsel. OMNIL CORPORATION: Plan, Disclosures Hearing Set for May 8 ---------------------------------------------------------- Bankruptcy Judge Austin E. Carter conditionally approved OMNIL Corporation's disclosure statement with respect to a chapter 11 plan date April 2, 2019. May 3, 2019 is fixed as the last day for filing written acceptances or rejections of the plan, and the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. May 8, 2019 at 2:00 at U.S. Bankruptcy Court, C.B. King U S Courthouse, 2nd Floor, 201 Broad, Albany GA is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. About OMNIL Corporation OMNIL Corporation, d/b/a M & M Food Mart, operates a frozen food retail store in Leesburg, Georgia. OMNIL Corporation, based in Leesburg, GA, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 19-10117) on Jan. 31, 2019. In the petition signed by Nita B. Patel, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Christopher W. Terry, Esq., at Boyer Terry LLC, serves as bankruptcy counsel to the Debtor. OOTZIE PROPERTIES: Seeks to Hire Goosmann as Special Counsel ------------------------------------------------------------ Ootzie Properties-CB LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire The Goosmann Law Firm, PLC as its special counsel. Goosmann will represent the Debtor in a legal malpractice action to be filed against its former legal counsel, McGinn, Springer & Noethe, PLC, and two of the firm's attorneys. Goosmann is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm maintains an office at: The Goosmann Law Firm, PLC 410 5th Street Sioux City, IA 51101 Phone: (712) 226-4000 About Ootzie Properties-CB Ootzie Properties-CB, LLC, filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at South 24th and Hwy. 275 Industrial Council Bluffs, Iowa. Ootzie Properties-CB, based in Philadelphia, Pennsylvania, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-16398) on Sept. 26, 2018. In the petition signed by Anthony A. Cerone, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Eric L. Frank presides over the case. Allen B. Dubroff, Esq., at Allen B. Dubroff, Esquire & Associates, LLC, serves as bankruptcy counsel. OPTIMIZED LEASING: Plan Outline Hearing Continued to May 22 ----------------------------------------------------------- Optimized Leasing, Inc.'s Chapter 11 case came before the Court on April 10, 2019 at 2:00 p.m., for consideration of the Disclosure Statement for the Plan of Reorganization and the objections to the approval of the Disclosure Statement. The Debtor announced at the Hearing that it will provide additional disclosure information to creditors within 21 days. For the reasons stated in open court, which will become the decision of the Court, the hearings on the Disclosure Statement and the Disclosure Statement Objections will be continued and rescheduled to May 22, 2019 at 2:00 p.m. Banc of America Leasing & Capital, LLC, filed an objection to the Disclosure Statement complaining that the Disclosure Statement does not contain adequate information regarding the full and accurate terms for assumption of the BALC Lease or Wells Schedule 101 with BALC. Attorneys for BALC: Mark E. Steiner, Esq. Frank P. Cuneo, Esq. LIEBLER, GONZALEZ & PORTUONDO Courthouse Tower - 25th Floor 44 West Flagler Street Miami, FL 33130 Tel: (305) 379-0400 Fax: (305) 379-9626 About Optimized Leasing With its headquarters in Miami, Florida, Optimized Leasing, Inc., is in the trucking business. Optimized Leasing utilizes its various semi-trucks and trailers, some equipped with ThermoKing refrigeration units, to transport flowers, fruits, vegetables, and other perishable items throughout the U.S. Optimized Leasing filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO Ronen Koubi, the Debtor estimated $10 million to $50 million in assets and liabilities. Judge Jay A. Cristol presides over the case. The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its bankruptcy counsel; and Bill Maloney Consulting as its financial advisor. ORCHARD ACADEMY: Taps Bederson to Conduct Asset Valuation --------------------------------------------------------- The Orchard Academy, LLC received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire valuation expert Bederson LLP. The services to be provided by the firm include the preparation of a valuation report in connection with the possible sale of the Debtor's assets. The firm's hourly rates are: Partners $405 - $515 Managers $305 - $330 Senior Accountants $270 Semi Sr. Accountant $245 - $250 Staff Accountants $180 Paraprofessionals $170 Bederson has agreed to cap its fees for the preparation of the valuation report. This does not include fees for time spent for court appearances or testimony. Charles Lunden, a certified public accountant employed with Bederson, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles Lunden Bederson LLP 347 Mt. Pleasant Avenue West Orange, NJ 07052 Phone: 973-736-3333 Fax: 973-736-9219 About The Orchard Academy The Orchard Academy, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-15301) on March 15, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The case is assigned to Judge Christine M. Gravelle. The Debtor tapped Rabinowitz, Lubetkin & Tully, LLC as its bankruptcy counsel. OUTLOOK THERAPEUTICS: BioLexis Has 70.9% Stake as of April 12 ------------------------------------------------------------- BioLexis Pte. Ltd., Ghiath M. Sukhtian, and Arun Kumar Pillai disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of April 12, 2018, they beneficially own 24,983,551 shares of common stock of Outlook Therapeutics, Inc., which represents 70.9 percent of the shares outstanding. This percentage is calculated based upon 22,099,022 Shares outstanding as set forth in the Issuer's Final Prospectus, as filed with the SEC on April 10, 2019, plus (1) warrants to purchase an aggregate of 11,930,580 Shares, and (2) 1,195,295 Shares underlying the Preferred Stock. The Reporting Persons are filing this Amendment No. 7 to report BioLexis's purchase in an underwritten public offering that closed on April 12, 2019 at the combined public offering price of $2.75 per share and accompanying warrants of (i) 3,636,364 Shares together with (ii) 3,636,364 15-month Warrants to purchase an aggregate of 3,636.364 Shares at an exercise price of $2.90 per Share and (iii) 3,636,364 5-year Warrants to purchase an aggregate of 3,636.364 Shares at an exercise price of $2.90 per Share. Tenshi Life Sciences Private Limited, a private investment vehicle of Kumar, and GMS Pharma (Singapore) Pte. Limited, a private investment company and wholly-owned subsidiary of GMS Holdings, a private investment company, are the 50:50 beneficial owners of BioLexis in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Sukhtian, a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. A full-text copy of the regulatory filing is available at: https://is.gd/8nlRS6 About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com/-- is a clinical-stage biopharmaceutical company focused on developing its lead clinical program, ONS-5010, a proprietary ophthalmic bevacizumab product candidate for the treatment of wet age related macular degeneration (wet AMD). ONS-5010 is currently in its first clinical trial, which is being conducted outside of the U.S. and is designed to serve as the first of two adequate and well controlled studies for wet AMD. Outlook Therapeutics reported a net loss attributable to common stockholders of $48.01 million for the year ended Sept. 30, 2018, compared to a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017. As of Dec. 31, 2018, the Company had $18.70 million in total assets, $40.17 million in total liabilities, $4.88 million in total convertible preferred stock, and a total stockholders' deficit of $26.35 million. KPMG LLP's report on the consolidated financial statements for the year ended Sept. 30, 2018, includes an explanatory paragraph stating that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $216.3 million, $13.5 million of senior secured notes that may become due in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0 million of which is due on demand, and $3.6 million of which matures Dec. 22, 2018, that raise substantial doubt about its ability to continue as a going concern. OWENSBORO HEALTH: Fitch Alters Outlook on BB+ IDR to Positive ------------------------------------------------------------- Fitch Ratings has affirmed its 'BB+' Issuer Default Rating and revenue bond rating on approximately $590 million of outstanding revenue bonds issued by the Kentucky Economic Development Finance Authority on behalf of Owensboro Health, Inc. The Rating Outlook is revised to Positive from Stable. SECURITY The bonds are secured by a security interest in net revenues and receivables of the obligated group, and a first mortgage lien on certain property. ANALYTICAL CONCLUSION The affirmation of the 'BB+' revenue bond rating primarily reflects OHI's still highly leveraged balance sheet. The revision of the Rating Outlook to Positive from Stable is based on Fitch's expectation that OHI's financial profile will continue to improve over the next several years, based on the forward looking scenario analysis. Over the two year outlook period, Fitch believes that OHI's financial profile and overall long-term rating will be more in-line with the lower end of 'BBB' rating category. The Positive Rating Outlook further reflects OHI's dominant market position, strong operating profitability and modest future capital spending needs that should allow OHI to continue to accrete cash and improve their net leverage metrics. KEY RATING DRIVERS Revenue Defensibility: 'bbb'; Dominant Market Position in Modest Service Area OHI's revenue defensibility is well supported by its position as the dominant regional provider with about 93% inpatient market share in its primary service area and limited competition in its secondary service area. OHI has been able to incrementally increase market share and revenue as a result of increased outpatient volume due to the addition of three new large ambulatory centers (Healthplexes) located in parts of the rural secondary service area. OHI's payor mix has remained stable over the last several years as Medicaid and self-pay have accounted for about 20% of gross revenues and Fitch expects that current service area characteristics will continue to support OHI's payor mix. Operating Risk: 'aa'; Strong Profitability Fitch believes OHI's dominant market position, well-aligned physician base and recent strategic investments should continue to translate into solid operating profitability levels. OHI has generated solid cash flow over the past five fiscal years, as evidenced by average operating EBITDA and EBITDA margins of 11.3% and 12.2%, respectively. Operating performance has been supported through effective cost management efforts and capturing of incremental outpatient volumes from three recently opened Healthplexes. Additionally, a favorable average age of plant of about 10 years also supports flexibility as OHI has no significant capital needs at this time. Financial Profile: 'bb'; Improving Financial Profile OHI's financial profile has gradually improved over the past two fiscal years and is expected to continue moderating as cash accretes to the balance sheet as a result of continued strong operating margins and limited capital spending needs. OHI's financial profile demonstrates improvement and approaches the lower end of the 'BBB' category during Fitch's stress scenario, which supports the Positive Rating Outlook. Asymmetric Additional Risk Considerations There are no asymmetric risk considerations affecting the IDR and revenue bond rating determinations. RATING SENSITIVITIES CONTINUED PROFITABILITY AND MODERATION OF LEVERAGE: Fitch expects Owensboro Health to maintain its strong operating profitability, at or near levels consistent with historical performance. An upgrade is possible over the outlook period, and would result from financial profile metrics that are consistent with a 'bbb' category financial profile assessment through Fitch's stress scenario. Although not expected, an inability to sustain operating profitability consistent with historical performance that impacts Owensboro Health's ability to improve net leverage metrics could lead to negative rating pressure, or a return to a Stable Rating Outlook. CREDIT PROFILE OHI consists of a 477 licensed bed hospital (including 30 skilled nursing beds) and a network of employed physician groups with a total of 116 physicians as of Feb. 28, 2019. These two entities make up the obligated group and substantially all of the consolidated entities assets and operations. The consolidated entity had total revenues of $626.3 million for fiscal 2018. OHI is designated as a rural referral center and sole community provider, and is the dominant market provider serving over 90% of its primary service area of Daviess County in northwestern Kentucky, approximately 40 miles from Evansville, IN and 110 miles from Louisville, KY. Revenue Defensibility Medicaid and self-pay account for about 20% of OHI's gross revenues supporting a mid-range assessment. The payor mix has been stable over recent years and should remain that way as a federal district court judge recently ruled that work reporting requirements will not be imposed on those benefiting from Medicaid in the state of Kentucky. Additionally, OHI anticipates receiving at least $4.4 million in 2019 and 2020 in disproportionate share provider payments (DSH). OHI has no direct competition in the primary service area (PSA) of Daviess County and limited competition within the secondary service area (SSA), comprised of the surrounding 13 counties. PSA market share is a dominant 93% and accounts for about 60% of hospital admissions. Other than critical access hospitals, competition in the SSA stems from St. Mary's Medical Center in Evansville, IN (35 miles, 405 beds), Deaconess Hospital in Evansville (48 miles and 468 beds) and Regional Medical Center in Madisonville, KY (49 miles and 208 beds). In response to shifting utilization patterns from inpatient to outpatient care and in an effort to improve access to care in the SSA, OHI opened three state of the art outpatient ambulatory care centers located in the counties of Muhlenberg, Henderson, and Hopkins in early 2018. A broad array of services is offered at each location as part of OHI's strategy to meet demand, expand reach and minimize outmigration. The addition of the Healthplexes has translated into an increase in outpatient volume and patient referrals which have allowed OHI to grow market share from their respective counties. Similar to trends in other parts of the country, OHI is experiencing declining inpatient utilization, with a very modest shift to outpatient services. In addition to the Healthplexes, OHI has begun to strategically expand service line offerings including a rebuild of cardiology services with the addition of 10 new cardiologists over the last calendar year. OHI has also expanded gastroenterology services, bariatric surgeries and interventional radiology. OHI maintains an affiliation with the University of Kentucky Cancer Center, which has allowed OHI to increase clinical trials and enhance cancer care. Also, OHI has recently affiliated with the University of Louisville with the purpose of initiating a family residency program. Although the service area is rural and economically modest, the City of Owensboro has seen recent redevelopment and investment including a new convention center, riverfront revitalization and the recently opened International Blue Grass Music Museum. Median income levels in Daviess County fall below U.S. medians but are slightly above state medians, and population growth has been better than the state but less than the nation. In its broad secondary service area, OHI also draws significant volumes from Ohio, McLean and Muhlenberg counties. Parts of the secondary service area are rural, more economically challenged and lacking convenient access to healthcare, which has been a main driving factor in OHI's Healthplex expansion strategy. Operating Risk OHI has demonstrated a track record of strong operating cost flexibility while maintaining relatively consistent cash flow margins over the past five years. (Fitch excludes the non-recurring loss on bond defeasance of $83 million in fiscal 2017.) Operating EBITDA and EBITDA margins have averaged 11.3% and 12.2%, respectively, over the last five fiscal years, which included peak profitability of 14.3% in fiscal 2015 following the state's Medicaid expansion. The strong historical operations are supported by OHI's dominant PSA market positon, wide array of service line offerings, outpatient surgery and admission growth, and physician recruitment and alignment. In 2018, OHI attained a positive operating margin for the first time in over five years as a result of effective expense control management with a continued focus on purchasing costs, labor productivity and more recently rationalization of physician contracts and stabilization of physician base after years of growth. OHI continues to manage expenses with operational efficiency targets in place. Also contributing to the positive operating margin has been gradual revenue growth attributed to incremental outpatient volume growth as a result of the opening and operation of the three new Healthplexes. Management reports that after slightly more than one year of operations the Healthplexes are contributing nearly $10 million per month in downstream revenue to the main facility. Through nine months of fiscal 2019, OHI posted a 13% operating EBITDA margin. Fitch anticipates that OHI will generate future cash flow margins in line or exceeding the 11.3% historical average margin as a result of continued cost control procedures and continued expansion of specialty services offered including cardiology and telehealth. Fitch expects that OHI will continue to invest in physician recruitment as OHI looks to expand specialties offered at their Healthplexes, albeit at more modest levels, with the intent of keeping expense growth relatively on pace with expected revenue growth from incremental outpatient volumes. OHI's average age of plant remains low at about 10 years as of fiscal 2018. Capital expenditures as a percent of depreciation have been relatively low, averaging approximately 80% over the last five years, which is partly due to a higher depreciation expense following construction of their replacement hospital. Recent capital projects have included the construction of a new state of the art facility completed in 2013 and construction of three new Healthplexes, which completed approximately $7 million under budget. The use of the remaining $7 million of restricted bond funds will be used in 2019 and 2020 to fund renovations at the cancer center. Future capital expenditures are anticipated to be approximately $25 million through 2023, or about 60% of depreciation, primarily to be used for routine capital improvements. Future capital expenditures are expected to be funded from cash flow as there are no anticipated plans to issue any additional debt at this time. Financial Profile Fitch utilizes the annualized nine-month (Feb. 28, 2019) interim consolidated financials to estimate 2019 performance and as the starting point for the forward look in Fitch's base case scenario. Fitch uses debt equivalents from the last audited fiscal-year end, $5 million for capitalized operating leases (calculated at a 5.0x multiple) and $21.8 million of net pension liability (NPL) are included in total adjusted debt of $618 million for fiscal 2019 (annualized). Past debt issuances related to the financing of a replacement facility completed in 2013 and the construction of the Healthplexes have stressed OHI's balance sheet over recent years. However, cash to adjusted debt and net adjusted debt to EBITDA have improved to 44% and 3.3x, respectively, as of Feb. 28, 2019 (nine-month interim) from 27% and 5.4x, respectively, in fiscal 2016. The improvement reflects cash accretion as a result of consistent and improved operating cash flow and limited capital spending needs upon completion of the projects. Fitch's base case scenario assumes performance generally in line with recent historical results, with operating EBITDA margins consistently around 11.5%, routine capital expenditures consist of about $25 million per year or approximately 60% of depreciation. The modest capital spending is a result of coming out of a period of elevated spending relating to the relatively recent construction of a replacement hospital and construction of three Healthplexes. Fitch's forward looking analysis demonstrates that a continuation of recent operational trends would allow OHI to continue to steadily improve its leverage position as a result of strong operating cash flow, limited capital spending needs and a moderating debt burden. Fitch's stress case scenario indicates that OHI would likely improve its financial profile to levels commensurate with the lower end of the 'BBB' rating category even if they encounter a moderate, plausible stress scenario. The stress case scenario applies Fitch's standard revenue stress to the base case assumptions, resulting in two years where expense growth modestly outpaces revenue growth. In addition, the stress case imposes a cyclical investment stress based on Fitch's FAST model using OHI's actual portfolio asset allocation. This produces a modest loss around 5% during the most significant stress event, due to conservative investments of about 65% in cash and fixed income. Capital expenditures are reduced by 25% from the base case in fiscal 2021 and 2022 reflecting flexibility to reduce or defer certain capital expenditures during a stress scenario. Initial performance through the cycle remains in line with a below investment grade rating. However, OHI's financial profile begins to align with a 'bbb' assessment in the outer years of Fitch's stress scenario. It is Fitch's expectation that OHI has the potential to improve its metrics in line with 'bbb' financial profile over the outlook period if current operating and financial performance is sustained. Asymmetric Additional Risk Considerations There are no asymmetric risk considerations affecting the rating. Debt Profile OHI has $591.5 million in total long-term debt as of Feb. 28, 2019, all of which is fixed rate with no swap agreements. OXFORD ASSOCIATES: May 9 Plan Confirmation Hearing -------------------------------------------------- The Amended Disclosure Statement explaining the Chapter 11 Plan of Oxford Associates Group Inc., is approved. A hearing to consider confirmation of the Plan shall be held before this Court on May 9, 2019 at 10:00 a.m. Objections, if any, to confirmation of the Plan will be filed and served on or before May 2, 2019 at 4:00 p.m. The second amended plan discloses that the Debtor and Hudson View Owners Corporation have entered into a Settlement Stipulation under which, if approved by the Bankruptcy Court, Hudson View will have an Allowed Claim in the amount of $255,332 which will be paid to Hudson View at the closings on the sales of Unit 650-5H and the Block Sale Apartments in full satisfaction of any and all Claims against the Debtor through February 28, 2019. In the unlikely event that the Settlement Stipulation is not approved by the Bankruptcy Court, the Debtor and Hudson View will continue to litigate the Debtor's objection to the Class 2 Hudson View Secured Claim and the Allowed Amount thereof, if any, will be fully paid, with interest at the applicable rate, if any, subject to the provisions of the Plan with respect to Disputed Claims. A copy of the Second Amended Disclosure Statement is available at http://tinyurl.com/y5mcb9tpfrom PacerMonitor.com at no charge. 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. PACHANGA INC: Objects to NYC's $1.87MM Tax Claims ------------------------------------------------- Pachanga, Inc., Corossol FIKA Tower LLC, Corossol LLC, Corossol Tribeca LLC, FIKA 41 W 58th Street LLC, FIKA 66 Pearl Street LLC, FIKA 141 W 41st Street LLC, FIKA 157 7th Avenue, FIKA 824 10th Ave LLC, FIKA Catering LLC, FIKA Espresso Bars LLC, FIKA Tribeca LLC, FIKA Web Orders LLC, and MILA Solutions LLC, and on October 4, 2018 FIKA 10 Park Avenue LLC, FIKA 52 Duane Street LLC, FIKA 555 6th Avenue LLC, FIKA 600 Lexington LLC, FIKA 1331 Lexington LLC, and FIKA Columbus Circle LLC, filed an amended Chapter 11 plan of liquidation and accompanying amended disclosure statement to include a provision on the treatment of statutory fees and the City of New York Department of Finance's tax claims. Any Statutory Fees assessed against the Debtors or their estates owed to the Office of the Unites States Trustee shall be paid in full by the Effective Date. Thereafter, Statutory Fees will be paid as they become due until entry of a final decree or the Chapter 11 Cases are converted or dismissed. Estimated claim amount: $15,600.00. Estimated recovery 100%. Administrative Expense Claims - Estimated claim amount: $2,000. On March 29, 2019, the City of New York Department of Finance filed a proof of claim against Debtor Pachanga, Inc., designated as Claim No. 22 on Pachanga's claims register. The NYC Tax Claim asserts various tax claims (together with penalties and interest thereon) in the total amount of $1,872,124.43 and seeks priority tax treatment for the entire claim. The Debtors have filed an objection to the NYC Tax Claim. The Debtors do not believe the NYC Tax Claim accurately reflects the Debtors' liability for the taxes asserted therein. The Debtors believe that the NYT Tax Claim is substantially overstated in amount because the City filed the claim based on incomplete information regarding Pachanga's filing of consolidated tax returns and the disregarding of Pachanga's subsidiaries (including all of the non-Pachanga Debtors in these Chapter 11 Cases) for tax purposes. Moreover, the Debtors believe that certain commercial rent tax obligations owed by Pachanga constitute general unsecured claims and not priority tax claims. Accordingly, the Debtors seek to disallow the NYC Tax Claim in its entirety, other than the City's claim for commercial rent tax (including penalties and interest thereon), which the Debtors seek to reduce and reclassify as a general unsecured claim in the amount of $77,851.38. A redlined version of the Amended Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/yyeyfdhkfrom PacerMonitor.com at no charge. Counsel for the Debtors are Paul A. Rubin, Esq., and Hanh V. Huynh, Esq., at Rubin LLC, in New York. About Pachanga Inc. Pachanga, Inc., which conducts business under the name FIKA -- https://www.fikanyc.com/ -- is a Manhattan-based coffee chain heavily inspired by Swedish heritage and flavors with an innovative and modern twist. The company opened its doors to its very first location at Central Park South, on Manhattan's 58th street in September of 2006. Pachanga and certain of its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-12767) on Sept. 14, 2018. In the petitions signed by Lars Akerlund, president, the Debtors disclosed $526,539 in assets and $13,329,636 in debt. The cases have been assigned to Judge Michael E. Wiles. The Debtors tapped Rubin LLC as their bankruptcy counsel, and SSG Advisors, LLC as their investment banker. PAINTSVILLE INVESTORS: PCO Files 5th Report ------------------------------------------- Sherry Culp, the appointed Patient Care Ombudsman for Paintsville Investors, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky the fifth Report, covering the period of February 5, 2019, through April 1, 2019. Based on the Report, the Long-Term Care Ombudsman Program has not observed any significant changes in the facility services or resident satisfaction. Moreover, the PCO reported that the facility staff appeared to be responsive to the problems or complaints brought to them by the Ombudsman for investigation and resolution. The PCO likewise emphasized that during the unannounced visits, the residents reported no concerns about responses to calls for assistance and that there were no concerns regarding therapy. The residents also expressed no concerns about the supplies. A full-text copy of the PCO's Fifth Report is available for free at: http://bankrupt.com/misc/kyeb18-70219-337.pdf About Paintsville Investors Mountain Manor of Paintsville -- http://mountainmanorofpaintsville.com/-- is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. Mountain Manor of Paintsville provides inpatient nursing and rehabilitative services to patients who require continuous health care. It offers many amenities for its patients, including: two large gathering rooms for family events, daily planned activities, secured courtyard, chapel, hair salon, in-house laundry, registered dietician, physical therapy services, occupational therapy services, speech therapy services, spacious dining room, 24/7 skilled nursing, private/semi-private rooms and a rehab unit. Paintsville Investors, LLC, doing business as Mountain Manor of Paintsville, doing business as Buckingham Place, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219), on April 9, 2018. In the petition signed by Franklin D. Fitzpatrick, trustee, manager, the Debtor disclosed $7.01 million in total assets and $9.81 million in total debt. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC; and Providence Health Group, LLC, serves as its management consultant. PHI INC: April 25 Meeting Set to Form Equity Committee ------------------------------------------------------ William T. Neary, United States Trustee, for Region 6, will hold an organizational meeting on April 25, 2019, at 10:30 a.m. in the bankruptcy case of PHI, Inc. for the sole purpose of appointing a committee of equity security holders. The meeting will be held at: United States Trustee Meeting Room Earle Cabell Federal Building 1100 Commerce Street, Room 524 Dallas, Texas 75242 The Bankruptcy Court has ordered the appointment of a committee of equity security holders under section 1102 of the Bankruptcy Code. The Committee ordinarily consists of the persons, willing to serve, who hold the seven (7) largest equity holders of the kinds represented on such committee. Members of the Committee are fiduciaries who represent all equity holders as a group without regard to the types of equity holdings which individual equity holders may have. 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 such other services as are in the interests of the equity holders whom it represents. Section 1103 of the Bankruptcy Code provides that the Committee may, subject to the bankruptcy court's approval, employ one or more attorneys, accountants or other professionals to represent or perform services for the Committee. The decision to employ particular professionals should occur at a scheduled meeting of the Committee where a majority of the Committee is present. The Committee should elect a chairperson and may adopt bylaws. As a party in interest, the Committee may be heard on any issue in the bankruptcy proceeding. Federal Bankruptcy Rule 2002(i) requires that the Committee (or its authorized agent) receive all notices concerning motions and hearings in the bankruptcy proceeding. About PHI Inc. PHI, Inc. -- http://www.phihelico.com-- is a provider of helicopter transportation services in the oil and gas industry, primarily transporting crews and materials, and in the healthcare and emergency medical services industry, primarily transporting patients. It is a publicly held company and provides services in the United States and abroad. As of the petition date, PHI owns or operates 238 aircraft worldwide, of which 17 are leased while eight are owned by the customer and operated by the company. The remaining 213 are owned by PHI. The company employs 2,218 people, including pilots, mechanics, medical and administrative staff. PHI and its affiliates sought protection under Chapter 11 of the Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March 14, 2019. At the time of the filing, PHI had estimated assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion. The cases have been assigned to Judge Harlin DeWayne Hale. The companies tapped DLA Piper LLP (US) as their bankruptcy counsel; Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. PHI INC: Seeks Court Approval to Hire Professionals --------------------------------------------------- PHI, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire professionals used in the ordinary course of business. The request, if granted by the court, would allow the company and its affiliates to hire these OCPs without having to file separate employment applications: (1) Fisher Philipps (2) Clayton Allen LLC (3) Remote DBA Experts, LLC (4) FreeGulliver LLC (5) Grant Thornton, LLP (6) Thomson Reuters (7) RAMCO Systems Corporation (8) TEKsystems (9) Protean LLC (10) Edward C Howell (ACH) (11) Sierra Health Group (12) Baker Botts LLP (13) Al Tamimi & Co (14) Tania Glenn & Assoc. PA (15) Charles Williams (16) Envoy Aerospace LLC (17) Enoch Kever PLLC (18) Alario & Associates (19) Material Testing & Certification LLC (20) West LLC (21) Manna Engineering (22) Verl Nixon (23) Pro Star Aviation (24) Aviation Design Management (25) PlaneDen Aircraft Structures, LLC (26) Skandia, Inc. (27) Williams Aviation Consulting, Inc. (28) Eliga Williams (29) Bruce Kent (30) Steve Schellberg (31) Todd Search Inc. (32) Global Business Intelligence LLC (33) Cunningham Swaim, LLP (34) King & Jurgens LLC (35) Postlethwaite & Netterville, LLP (36) Stites & Harbison (37) McAfee & Taft PHI also seeks approval to pay the OCPs, without application to the court, 100 percent of their post-petition fees and expenses. About PHI Inc. PHI, Inc. -- http://www.phihelico.com-- is a provider of helicopter transportation services in the oil and gas industry, primarily transporting crews and materials, and in the healthcare and emergency medical services industry, primarily transporting patients. It is a publicly held company and provides services in the United States and abroad. As of the petition date, PHI owns or operates 238 aircraft worldwide, of which 17 are leased while eight are owned by the customer and operated by the company. The remaining 213 are owned by PHI. The company employs 2,218 people, including pilots, mechanics, medical and administrative staff. PHI and its affiliates sought protection under Chapter 11 of the Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March 14, 2019. At the time of the filing, PHI had estimated assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion. The cases have been assigned to Judge Harlin DeWayne Hale. The companies tapped DLA Piper LLP (US) as their bankruptcy counsel; Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. PINNACLE GROUP: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Pinnacle Group, LLC as of April 17, according to a court docket. About Pinnacle Group Pinnacle Group, LLC, and its subsidiaries are wholesalers of motor vehicle parts and accessories Pinnacle Group, based in Sunrise, Florida, sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 19-13519) on March 19, 2019. The petition was signed by Dennis Wilburn, president, Paradigm Gateway International, Inc., sole member. In its petition, debtor Pinnacle Group estimated assets of $500,000 to $1 million and $1 million to $10 million in liabilities. The Hon. John K Olson oversees the case. Jordan L. Rappaport, Esq., at Rappaport Osborne & Rappaport, PLLC, serves as bankruptcy counsel to the Debtor. PIUS STREET ASSOCIATES: Case Summary & 3 Unsecured Creditors ------------------------------------------------------------ Debtor: Pius Street Associates, LP 1 Pius Street, Unit A3 Pittsburgh, PA 15203 Business Description: Pius Street Associates, LP is a privately held company that is engaged in activities related to real estate. Chapter 11 Petition Date: April 17, 2019 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Case No.: 19-21560 Judge: Hon. Gregory L. Taddonio Debtor's Counsel: Robert O. Lampl, Esq. ROBERT O LAMPL LAW OFFICE Benedum Trees Building 223 Fourth Avenue, 4th Floor Pittsburgh, PA 15222 Tel: 412-392-0330 Fax: 412-392-0335 E-mail: rol@lampllaw.com rlampl@lampllaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Tripoli, limited partner and president of general partner. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/pawb19-21560.pdf POUGHKEEPSIE CITY: Moody's Rates 2019 Public Improvement Bonds Ba1 ------------------------------------------------------------------ Moody's Investors Service has affirmed the Ba1 issuer and general obligation limited tax (GOLT) ratings for the City of Poughkeepsie, NY. Concurrently, Moody's has assigned a Ba1 rating to the city's Public Improvement Refunding (Serial) Bonds, Series 2019. Following the sale, the city will have $49 million in outstanding GOLT debt. The outlook is stable. The Ba1 issuer rating is used as a reference point for the GOLT rating. The issuer rating is equivalent to the theoretical general obligation unlimited tax (GOULT) rating Moody's would assign to GOULT debt of the city. The city does not have any outstanding debt supported by a GOULT pledge. Moody's has taken no action as a result of the city's delinquent payment of debt service due on March 1, 2019. Poughkeepsie was inadvertently delinquent on an interest payment of $36,387.50 on its Public Improvement (Serial) Bonds, Series 2005A that was due on March 1, 2019. The late interest payment was attributable to an administrative error on the part of the city. The city made the payment on March 4, 2019, as soon as it was notified of the delinquency by DTC. The delinquency is not indicative of the city's willingness or ability to pay, as sufficient funds were available at the time the payment was due and the city cured the delinquency immediately upon being notified of it. Another late payment is unlikely. RATINGS RATIONALE The Ba1 issuer rating reflects the city's ongoing weak financial position marked by a significantly negative fund balance and a very narrow cash position across operations. The rating also incorporates the city's moderately sized tax base that continues to contract modestly, an above average fixed cost burden, and low resident incomes relative to the region. Further, the rating considers the city's proactive management and recent track record of addressing a history of operating deficits and a significantly negative financial position. The city has demonstrated a willingness to increase operational revenues with a large property tax increase in 2017 coupled with adherence to guidance provided by the state Financial Restructuring Board (FRB) while at the same time addressing growing operational expenses through consolidation and moderate operational cuts. The city's outstanding debt is considered to be GOLT because of limitations under New York State law on the city's ability to increase taxes to pay debt service. The absence of distinction between the GOLT rating and the GOULT equivalent issuer rating reflects the city's ability to override the cap and the city's pledge of its faith and credit in support of all general obligation (GO) debt. RATING OUTLOOK The stable outlook reflects its expectation that the city's financial position and operations will improve but that the pace of improvement will be incremental and potentially hampered by challenges maintaining financially balanced operations as expenses grow. The outlook also incorporates managements demonstrated willingness to proactively address the city's weak financial position and growing operational expenses. FACTORS THAT COULD LEAD TO AN UPGRADE - Significant improvement in the city's financial position - Substantial and sustained increase in liquidity - Improvement in resident wealth and income indices FACTORS THAT COULD LEAD TO A DOWNGRADE - Operating deficits that deteriorate the city's already weak financial position - Reported operating results for 2018 that deviate from preliminary unaudited results LEGAL SECURITY The GOLT bonds are secured by the city's general obligation pledge as limited by the Property Tax Cap Legislation (Chapter 97 (Part A) of the Laws of the State of New York, 2011). USE OF PROCEEDS Proceeds from the Series 2019 Public Improvement Bonds will refund various outstanding series of debt for the city. Currently, present value savings is estimated at $1 million representing 4.75% of the face amount of refunded bonds. PROFILE The City of Poughkeepsie is located in the west central area of Dutchess County (Aa2 Stable) along the banks of Hudson River, approximately 70 miles north of New York City (Aa1 Stable). The city encompasses a land area of 4.9 square miles and had approximately 30,500 residents as of 2017. PRESIDENTS PUB: Seeks to Hire Calaiaro Valencik as Legal Counsel ---------------------------------------------------------------- Presidents Pub & Grille, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Calaiaro Valencik as its legal counsel. The firm will advise the Debtor of its rights and obligations under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Donald Calaiaro $395 David Valencik $350 Staff Attorney $300 Paralegal $100 The Debtor paid a retainer of $10,000, plus the filing fee. Donald Calaiaro, Esq., the firm's attorney who will be handling the case, does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. Calaiaro Valencik 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Phone: (412) 232-0930 E-mail: dcalaiaro@c-vlaw.com E-mail: dvalencik@c-vlaw.com About The Presidents Pub Grille The Presidents Pub Grille LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-21297) on March 29, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The case is assigned to Judge Gregory L. Taddonio. Calaiaro Valencik is the Debtor's legal counsel. PUTNAM COUNTY: Moody's Affirms Ba3 GOULT Rating, Outlook Negative ----------------------------------------------------------------- Moody's Investors Service has affirmed Putnam County, MO's outstanding general obligation unlimited tax (GOULT) rating at Ba3. The affirmation affects approximately $6.4 million of outstanding GOULT debt. The outlook remains negative. RATINGS RATIONALE The affirmation of the Ba3 GOULT rating reflects the county's exposure to damages stemming from lawsuits alleging a fraudulent billing scheme involving the county-owned Putnam County Memorial Hospital, which could result in financial challenges for the county. The rating also reflects the rural tax base with considerable economic concentration, modest financial operations reliant on economically-sensitive revenue streams with nominally limited reserves, weak resident income levels and a manageable debt burden. RATING OUTLOOK The negative outlook reflects the financial challenges that could arise in the event that the county or hospital is found liable in the potentially fraudulent billing scheme. FACTOR THAT COULD LEAD TO AN UPGRADE - A ruling or binding legal opinion absolving the county of any financial liability related to the billing scheme FACTORS THAT COULD LEAD TO A DOWNGRADE - A ruling or binding legal opinion finding the county financially liable for claims related to the billing scheme - Bankruptcy filing by the county or a default on the county's GO debt - Loss of a large taxpayer that results in reduced property tax collections LEGAL SECURITY The Series 2012 GO issuance is a general obligation of the county, payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all of the taxable tangible property, real and personal, with the territorial limits of the county. While not pledged, the county has also been using voter-approved sales tax revenues to pay debt service on the outstanding bonds, which were issued to fund improvements at the hospital. PROFILE Putnam County is a rural county located in north central Missouri along the border with Iowa. The 2017 estimated population was 4,811 residents, with per capita income at 66.5% of the US. QUICKEN LOANS: S&P Alters Outlook to Negative on Declining EBITDA ----------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Quicken Loans Inc. to negative from stable and affirmed its 'BB' issuer credit and unsecured debt ratings. The recovery rating on the debt remains '3', reflecting S&P's expectation of meaningful recovery (50%-70%, rounded estimate: 65%) in a simulated default scenario. Quicken Loans Inc. reported a 46% year-over-year decrease in adjusted EBITDA for 2018, mainly as a result of a compression of gain-on-sale margins and, to a lesser extent, elevated corporate expenses including marketing spending. "We have seen gain-on-sale margins compress across the industry as volumes have decreased and originators try to maintain capacity. Consequently, leverage as measured by net debt to EBITDA came in higher than we expected at above 3.0x for 2018, compared with below 1.5x for 2017," S&P said, adding that leverage was also weakened by lower cash balances for 2018 compared to year-end 2017. The negative outlook reflects S&P's expectation that, over the next 12 months, Quicken's net debt to EBITDA could remain above 3.0x if revenues from originations or cash balances meaningfully decrease, or if expenses meaningfully increase. "We could lower the rating if we expect leverage for 2019 and beyond to be above 3.0x net debt to EBITDA," S&P said. "We may consider revising the outlook to stable if we expect leverage as measured by net debt to EBITDA to be below 3.0x," the rating agency said. RANDAL D. HAWORTH: PCO Files 6th Interim Report ----------------------------------------------- Elliot M. Hirsch, M.D., the duly appointed successor Patient Care Ombudsman for Randal Haworth, M.D., Inc., filed the sixth interim report for the period of February 21, 2019, through March 21, 2019. The PCO noted that since the last period of reporting, there were no new changes in staff. The staff now consists of two new receptionists/consultants in the front clinical office including a new nurse manager. The new staff continues to be trained and Dr. Hayworth has set certain closure dates for staff training. Upon follow up, the PCO remarked that the new staff still needs to be HIPPA trained. The PCO requests that the new staff be HIPPA trained immediately. The PCO will conduct a follow up to assure that the staff are HIPPA trained and certified. In the surgical center, the PCO observed that the staff is relatively the same with the exception of the OR nurse. The Debtor continued to use a temporary agency to provide a surgical nurse and all qualifications of the nurse provided by the temporary agency are provided to the Debtor prior to any surgical assistance. In general, the PCO noted that there are no new issues to report. The Debtor continues to be involved in two separate State Court Actions besides the pending Bankruptcy case. A full-text copy of the Sixth Interim Report is available for free at: http://bankrupt.com/misc/cacb18-16306-149.pdf About Randal D. Haworth Randal D. Haworth M.D. Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-16306) on May 31, 2018, estimating less than $1 million in assets and liabilities. The Debtor tapped Havkin & Shrago, Attorneys At Law, as counsel. Elliot M. Hirsch was appointed as patient care ombudsman in the Debtor's case. On Aug. 9, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Buchalter is the Committee's legal counsel. REVERE POWER: S&P Assigns 'BB-' Debt Rating; Outlook Stable ----------------------------------------------------------- S&P Global Ratings assigns its 'BB-' rating and '2' recovery rating (rounded estimate: 75%) to Revere Power LLC's term loan B due in 2026, term loan C due in 2026, and revolving credit facility due in 2024. Revere recently raised a $445 million term loan B, a $70 million term loan C, and a $55 million revolving credit facility to finance the purchase of three combined cycle gas plants (Bridgeport Energy LLC in Connecticut, Tiverton Power LLC in Rhode Island, and Rumford Power LLC in Maine) from Emera. The $70 million term loan C, which was lowered from $86 million during financing due to reduced credit support requirements related to the long term service agreement (LTSA) at Bridgeport, is cash-funded and provides collateral via letters of credit for several key contracts and a six-month debt service reserve account (DSRA). The term loan B, term loan C, and revolving credit facility are pari passu senior secured debt. The project is owned by Cogentrix Reserve Holdings, which is wholly owned by funds managed by the Carlyle Group. While S&P considers Carlyle a financial sponsor, the project is delinked from the parent due to separateness provisions that are standard for similar project financings, which in this case include a non-consolidation opinion. The stable outlook is based on S&P's expectation of sound operational performance that ultimately leads to an average annual capacity factor of about 55% across the portfolio while spark spreads remain around $12/MWh - $14/MWh annually over the next few years, although the rating agency expects both measures to fluctuate seasonally. The rating is based on S&P's minimum forecast DSCR of 1.42x in 2023. "We could lower the rating if the project can't maintain a minimum DSCR of 1.3x on a forward-looking basis. This could stem from the deterioration of energy margins, possibly caused by lower power demand or continued low commodity prices," S&P said. The rating agency said it could also revise the outlook or lower the rating if unexpected operational issues require an extensive unforced outage or if liquidity becomes strained, and consider a lower rating if it believes that Revere no longer compares well to peers at the current rating or if the evolving regulatory landscape impairs the competitive position of fossil fuel plants in New England. "While unlikely in the near term, we could raise the rating if we expect the project to maintain a minimum base-case DSCR above 1.75x, including during the post-refinancing period. This could stem from secular improvement in power and capacity prices in ISO-NE. We could also consider a higher rating if the project significantly deleverages or if its downside resilience improves, which would likely be the result of greater liquidity," S&P said. REYES P. ALONZO: May 13 Plan Confirmation Hearing ------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan filed by Reyes P. Alonzo Properties, LLC, is approved. May 13, 2019, 2017 at 10:00 a.m. (CDST), at the U.S. Bankruptcy Court, 615 E. Houston St. San Antonio TX., 5th floor, is fixed as the time and place of the hearing on confirmation of the Plan and any objections. May 3, 2019 at 5:00 p.m. (CDST) is fixed as the last day for submitting Ballots for acceptances or rejections of the Plan. May 3, 2019 at 5:00 p.m. (CDST) is also fixed, as the last day for filing and serving written objections to confirmation of the Plan. There is only one unsecured creditor -- The Bank of America. This debt will be paid in full. Creditors will receive 100% percent of their allowed claim in 24 months. Class Two pertains to the administrative claim of Bexar County in the estimated amount of $13,923.41. Real property accounts will be paid direct outside the plan by the Debtor or its designated third-party disbursing agent and said taxes will be timely paid prior to delinquency under Texas law. There are several businesses on the property: a car wash, a Molino taco house, a state inspection station and a restaurant that is under construction and should be ready for full operation by the middle of the year, it is currently being used as an event rental from time to time. A full-text copy of the Disclosure Statement dated February 11, 2019, is available at https://tinyurl.com/y3ojdunh from PacerMonitor.com at no charge. Reyes P. Alonzo Properties, LLC, filed a voluntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52341) on October 1, 2018, and is represented by Heidi McLeod, Esq., at Heidi McLeod Law Office. SCHROEDER BROTHERS: Jane Zimmerman Appointed Liquidating Trustee ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Schroeder Brothers Farms of Camp Douglas LLP appointed Atty. Jane F. Zimmerman as the Liquidating Trustee for the Debtor. The Committee proposes Attorney Zimmerman due to her extensive experience in bankruptcy and debtor-creditor matters and in particular, those that involve agricultural debtors and farm products as collateral. In addition, Attorney Zimmerman demonstrated that she is a “disinterested person” as that term is used in 11 U.S.C. Sec. 327(a) of the Bankruptcy Code. Atty. Zimmerman’s rates for her work will be $415.00 per hour, other lawyers in her firm bill $275.00 to $325.00 per hour, and paralegals bill $190.00 per hour. Atty. Zimmerman can be reached at: Jane F. Zimmerman, Esq. MURPHY DESMOND S.C. 33 East Main Street, Suite 500 Madison, WI 53701 About Schroeder Brothers Schroeder Brothers Farm of Camp Douglas LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Wis. Case No. 16-13719) on November 2, 2016. The petition was signed by Rocky Schroeder, authorized representative. The case is assigned to Judge Catherine J. Furay. The Debtor is represented by Pittman & Pittman Law Offices, LLC. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $1 million to $10 million. On December 7, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired DeWitt Ross & Stevens S.C. as its bankruptcy counsel. SCHULTE PROPERTIES: May 29 Disclosure Statement Hearing ------------------------------------------------------- A hearing to consider the adequacy of the second amended disclosure statement explaining Schulte Properties LLC's second amended Chapter 11 plan will be on May 29, 2019, at 9:30 a.m. Holders of Class 4 Allowed Claims shall be paid their pro rata share of $100,000.00, which shall be paid from the equity infusion of $100,000.00 made by the Debtor's principal, Melani Schulte. The balance of any amount owing, if any, shall be paid from proceeds of the Debtor's operations or from the sale of property owned by the Debtor, until the Allowed Class 4 Claims are paid in full, but in no event later than five (5) years from the Effective Date. Ms. Schulte's equity interest in the Debtor will be cancelled, and new equity interest will be issued to her who shall infuse new value in the amount of $100,000.00, which shall be paid in 16 equal quarterly payments commencing on the first day of the month following the anniversary of the Effective Date. At the option of Ms. Schulte, she may pre-pay any payment without penalty. The Debtor clarified that entry of the 2009 Bankruptcy Confirmation Order, and subsequent transfer of the Property to the Holding Company under that order, caused the instant Debtor, Schulte Properties LLC, to be successor obligor to each of the claims approved under the 2009 Bankruptcy Confirmation Order and secured by the Property. Essentially, a new lender-borrower relationship was created between the Debtor and each creditor holding an approved claim. Furthermore, with the transfer of all real property under the Court’s order any remaining relationship between William R. Schulte and Melani Schulte, and the creditors holding approved claims, was completely severed, because (1) William R. Schulte and Melani Schulte no longer held any ownership interest in the Property individually, and (2) William R. Schulte and Melani Schulte received orders of discharge absolving them of any financial obligation to repay the approved claims secured by the Property. Furthermore, William R. Schulte and Melani Schulte are no longer married. The Debtor said it could not have foreseen that each of the 32 properties held by the Debtor has problems associated with management of its secured loans. Not one lender fully complied with every aspect of the 2009 Bankruptcy Confirmation Order. This surely was an unforeseen circumstance. The Debtor related that after ignoring the Court's 2009 Bankruptcy Confirmation Order and Melani Schulte or the Debtor's subsequent requests, many lenders attempted to foreclose on the Debtor's properties based upon their faulty records. For example, CitiMortgage ignored the Court's order regarding 12 of the Debtor's properties and continued to apply pre-bankruptcy interest rates for years after entry of the 2009 Bankruptcy Confirmation Order. One of the CitiMortgage properties is 9500 Aspen Glow. National Default Servicing Corporation, on behalf of CitiMortgage, recorded a Notice of Default and Election to Sell Under Deed of Trust against the Aspen Glow property, based on its faulty records, on May 9, 2017, Document 20170509-0000699. Facing looming foreclosure. The Debtor filed for Chapter 11 bankruptcy protection on May 31, 2017 in the District of Nevada, Case No. 17-12883-MKN (the "2017 Bankruptcy") to save the Aspen Glow property, and others, from being sold at auction based on erroneous records. Having paused all foreclosures, and, and believing it could effectively negotiate and obtain proper records from secured lenders outside of bankruptcy with reduced administrative costs, the Debtor later sought and obtained voluntary dismissal of the 2017 Bankruptcy. However, following the dismissal of the 2017 Bankruptcy, the Debtor was unable to obtain records necessary from lenders and servicers to reconcile accounting. In fact, the Debtor even had a difficult time getting some lenders to respond to its basic requests for current monthly statements. The following year, in May 2018, the Debtor again faced foreclosure proceedings based on lenders' failures to abide by this Court's 2009 Bankruptcy Confirmation Order. One such example is in regards to the loan secured by the Debtor's property located at 1194 Stormy Valley Road. For years, CitiMortgage charged interest well over the interest rate approved by this Court. The following is a true and accurate copy of a portion of a 2013 CitiMortgage statement for this property reflecting an interest rate of 7.875%, which was, more than two years after plan confirmation, still being amortized at 2.625% over the approved rate of 5.25%. The Stormy Valley property was set to be sold at auction through a non-judicial foreclosure on May 18, 2018 based on these and other faulty records. At least four other of the Debtor’s properties (1624 Desert Canyon Court, 4521 W. La Madre Way, 2290 Surrey Meadows Avenue, and 2525 Via Di Autostrada), plagued by the consequences of CitiMortgage's failure to honor this Court's order, were also in foreclosure at that time. Resigned to the necessity of court intervention to force lenders' compliance with the 2009 Bankruptcy Confirmation Order, the Debtor filed the instant bankruptcy proceeding on May 10, 2018. The Debtor clarified that it does not seek to alter any approved secured claim amount as of the date of confirmation (March 8, 2011), or the interest rate applied to each such claim. Unforeseen by the Debtor, it is unfortunately now the case that the Debtor's secured creditors have each failed in one or more ways to honor the 2009 Bankruptcy Confirmation Order. Therefore current and accurate balances of the 2009 Bankruptcy approved claims, now more than eight years later, are unknown. All Proofs of Claim filed by creditors are almost certainly incorrect. The Debtor's Special Counsel has sought documentation from lenders and servicers in an effort to determine, through litigation or otherwise, the fair and equitable amount of each secured creditor's claim. Unless extended by the Bankruptcy Court, all Objections to Claims in this Plan shall be filed within sixty (60) days after the Effective Date of the Plan. Because litigation is likely, the Debtor's proposed Plan includes only estimates of claim amounts, which amounts differ from proofs of claim set forth by creditors. Ultimately the approved amount of each claim will be determined by this Court, and paid in full through the Plan. The Plan does not does not seek to cram-down or strip any secured claim previously approved in the 2009 Bankruptcy Confirmation Order, it simply seeks to determine what actual amount is owed at this time by the Debtor, pursuant to the 2009 Bankruptcy Confirmation Order and any offsets ultimately awarded by the Court. As of April 10, 2019, the Debtor continues to hold title to each of the 32 residential properties, and the Debtor's ongoing business affairs of leasing the residential properties to tenants continues. A redlined version of the Second Amended Disclosure Statement dated April 11, 2019, is available at https://tinyurl.com/y5my8ay2 from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/y2xwxog7 from PacerMonitor.com at no charge. Attorneys for Debtor are Matthew L. Johnson, Esq., Russell G. Gubler, Esq., and Ashveen S. Dhillon, Esq., at Johnson & Gubler, P.C., in Las Vegas, Nevada. About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SCIENTIFIC GAMES: Preliminary Q1 Results for Social Gaming Segment ------------------------------------------------------------------ On April 22, 2019, SciPlay Corporation, a wholly owned subsidiary of Scientific Games Corporation, filed with the Securities and Exchange Commission an amendment to its registration statement on Form S-1, relating to the proposed offering of a minority interest in the Company's social gaming business. The Registration Statement includes selected estimated preliminary results for the social gaming business segment for the three months ended March 31, 2019. For the three months ended March 31, 2019, the Social Gaming Business Segment expects to report net income of $13 million to $15 million. Revenue for the three months ended March 31, 2019, is expected to be in the range of $117 million to $119 million. The estimated increase in revenue for the three months ended March 31, 2019 is primarily due to an increase in mobile revenue, which represented substantially all of the revenue increase. Web platform revenue decreased due to a decline in player levels as a result of player preferences causing a continued migration to mobile platforms. The estimated decrease in operating expenses (estimated at $97 million to $99 million) for the three months ended March 31, 2019 is primarily due to lower contingent consideration remeasurement charges recorded in 2019, partially offset by higher cost of revenue correlated with the revenue growth, coupled with higher marketing and player acquisition costs to support ongoing growth initiatives. The estimated increase in net income for the three months ended March 31, 2019 is primarily due to the estimated increase in revenue, and the $18 million decrease in contingent acquisition consideration reflected in restructuring and other expenses included in operating expenses. The estimated increase in AEBITDA for the three months ended March 31, 2019 is primarily due to continued growth in revenue and improved operating leverage, partially offset by higher marketing and player acquisition costs to support ongoing growth initiatives. A full-text copy of the SEC filing is available for free at: https://is.gd/tY3J4F About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a developer of technology-based products and services and associated content for the worldwide gaming, lottery, social and digital gaming industries. Its portfolio of revenue-generating activities primarily includes supplying gaming machines and game content, casino-management systems and table game products and services to licensed gaming entities; providing instant and draw-based lottery products, lottery systems and lottery content and services to lottery operators; providing social casino solutions to retail consumers and regulated gaming entities, as applicable; and providing a comprehensive suite of digital RMG and sports wagering solutions, distribution platforms, content, products and services. Scientific Games reported a net loss of $352.4 million for the year ended Dec. 31, 2018, compared to a net loss of $242.3 million on $3.08 for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Scientific Games had $7.71 billion in total assets, $10.18 billion in total liabilities, and a total stockholders' deficit of $2.46 billion. SEBA BROS: BMO Harris Seeks Review of Disclosure Statement OK ------------------------------------------------------------- Creditor BMO Harris Bank, N.A., filed a motion asking the Bankruptcy Court for reconsideration of the order conditionally approving the disclosure statement referring to Seba Bros. Farms, Inc. and Seba Bros. Partnership LLC's Chapter 11 plan. Counsel for BMO Harris stated that objections to the Joint Disclosure Statement as amended would be filed because the Amendment failed to address any of the objections to the original disclosure statement raised by BMO Harris. Counsel for BMO Harris and the Debtors conferred on the record and agreed that Debtors would file a further amended disclosure statement to address the BMO Harris issues. The Bank said the Joint Amended Disclosure Statement still fails to address the issues raised by BMO Harris in its February 13, 2019 letter, particularly as to the unidentified sources and terms for the products and funds needed to continue operations. For these reasons, BMO Harris asks the Court reconsider whether a separate disclosure statement objection deadline and hearing is necessary given that BMO Harris intends to object to the Joint Amended Disclosure Statement prior to the April 19, 2019 deadline established by the Court. Attorneys for BMO Harris: Christine L. Schlomann, Esq. John W. McClelland, Esq. ARMSTRONG TEASDALE LLP 2345 Grand Boulevard, Suite 1500 Kansas City, Missouri 64108 Tel: (816) 221-3420 Fax: (816) 221-0786 Email: cschlomann@armstrongteasdale.com jmcclelland@armstrongteasdale.com -- and -- Bruce D. LeMoine, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Blvd., Suite 1800 St. Louis, Missouri 63105-1847 Tel: (314) 621-5070 Fax: (314) 621-5065 Email: blemoine@armstrongteasdale.com About Seba Bros. Farms Inc. Based in Cleveland, Missouri, Seba Bros. Farms, Inc., is a privately-held company in the general crop farming industry. Seba Bros. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 18-42569) on Sept. 28, 2018. In the petition signed by David W. Seba, president, the Debtor estimated both assets and liabilities of less than $10 million. The Debtor tapped Erlene W. Krigel, Esq., at Krigel & Krigel, P.C. as its counsel. SEBA BROS: May 20 Hearing on Plan and Disclosure Statement ---------------------------------------------------------- Bankruptcy Judge Cynthia A. Norton conditionally approved Seba Bros. Farms, Inc. and Seba Bros. Partnership LLC's disclosure statement referring to a chapter 11 plan. May 20, 2019 at 1:30 p.m. is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. April 19, 2019 is the deadline for filing with the Court objections to the disclosure statement or plan confirmation; and submitting ballots accepting or rejecting the plan. About Seba Bros. Cleveland, Missouri-based Seba Bros. Partnership, LLC is a privately held company in the crop farming business. Seba Bros. filed for chapter 11 bankruptcy protection (Bankr. W.D. Mo. Case No. 18-42890) on Nov. 7, 2018, with total assets of $811,746 and total liabilities of $6,607,060. The petition was signed by David Seba, managing member. Judge Cynthia A. Norton presides over the case. SHARING ECONOMY: Li Cho Fu Quits as Audit Committee Chairman ------------------------------------------------------------ Li Cho Fu has resigned as chairman of the Audit Committee of Sharing Economy International Inc. effective on April 15, 2019. Mr. Fu will continue to serve as an independent director of the Company. On that same day, Ying Ying Wong was appointed as the chairwoman of the Audit Committee. Ms. Wong is a current director of the Company and is a director of World Sharing Economy Coalition which promotes global sharing economic development. Ms. Wong has over ten years of experience in banking and financial services with China Construction Bank (Asia) Corporation Limited and Standard Chartered Bank in Hong Kong. Ms. Wong was nominated as the chairwoman of the Audit Committee because her banking and finance experience is important for the future development of the Company. About Sharing Economy Headquartered in Jiangsu Province, China, Sharing Economy International Inc. -- http://www.seii.com/-- is engaged in the manufacture and sales of textile dyeing and finishing machines and sharing economy businesses. Given the headwinds affecting its manufacturing business, Sharing Economy continued to pursue what it believes are high growth opportunities for the Company, particularly its new business divisions focused on the development of sharing economy platforms and related rental businesses within the company. These initiatives are still in an early stage and are dependent in large part on availability of capital to fund their future growth. The Company did not generate significant revenues from its sharing economy business initiatives in 2018. Sharing Economy reported a net loss of $42.08 million for the year ended Dec. 31, 2018, compared to a net loss of $12.92 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Sharing Economy had $46.34 million in total assets, $10.90 million in total liabilities, and $35.43 million in total stockholders' equity. RBSM LLP, New York, New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 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, generated negative cash flows from operating activities, has an accumulated deficit that raise substantial doubt exists about Company's ability to continue as a going concern. SHERIDAN FUND: S&P Cuts ICR to 'CCC-; Outlook Negative ------------------------------------------------------ S&P Global Ratings said it lowered its long-term issuer credit ratings on Sheridan Production Partners II-A, L.P., Sheridan Investment Partners II, LLC, and Sheridan Production Partners II-M, L.P. (collectively referred to as "Sheridan Fund II") to 'CCC-' from 'CCC+'. The outlook is negative. At the same time, S&P lowered its issue ratings on the revolving credit facility and the senior secured term loan to 'CCC+' from 'B', and the issue rating on the subordinated term loan to 'CCC' from 'B-'. The recovery ratings on the revolving credit facility and the senior secured term loan are '1', indicating S&P expects very high (90%-100%, rounded estimate: 95%) recovery to creditors in the event of a default. The recovery rating on the subordinated term loan is '2', indicating S&P's expectation for substantial recovery (70%-90%, rounded estimate: 75%) to creditors in the event of a default." The downgrade reflects Sheridan Fund II's liquidity pressures from its elevated interest expenses. As of Dec. 31, 2018, cash and cash equivalents were $14.5 million, and cash interest expenses were $35 million in 2018. Furthermore, the fund made $58 million of paid-in-kind payments on its subordinated debt due 2024. Although this debt allows for pay-in-kind interest through December 2019, after that date, the coupon will step up to 15% if half of the interest is not paid in cash. "The negative outlook reflects our view that we could lower the ratings if the fund enters into a restructuring agreement with its debtholders, or if the company defaults on its interest payments as they come due. We see limited upside in the ratings at this time," S&P said. SILVERADO STAGES: New Plan Discloses Sale of Sacramento Property ---------------------------------------------------------------- Silverado Stages, Inc. and its debtor-affiliates and the Official Committee of Unsecured Creditors filed a joint amended disclosure statement in support of their joint amended plan dated April 2, 2019. The amended plan discloses that Western Alliance cooperated with the wind-down, and in return, Western Alliance received an agreed-upon path toward recovery of its collateral with the support of both the Debtors and the Committee. The Debtors also rejected their numerous executory contracts and leases. In conjunction with rejection of the real property leases and vacating the respective properties, approximately 900 boxes of corporate records have been transferred to, and temporarily stored by, counsel for the Committee pending further administration of these Estates. In addition, the Court approved the sale of the Sacramento Property on March 14, 2019. The sale of the Sacramento Property occurred on March 15, 2019. From the proceeds of the sale, the Debtors paid the Secured Claims of McCormick in the value of $717,738 and Coastal in the value of $547,233.35. A redlined copy of the Amended Disclosure Statement dated April 2, 2019 is available at http://tinyurl.com/y53lu2wkfrom Pacermonitor.com at no charge. A redlined copy of the Amended Chapter 11 plan dated April 2, 2019 is available at http://tinyurl.com/y24agkxtfrom Pacermonitor.com at no charge. About Silverado Stages Headquartered in Phoenix, Arizona, Silverado Stages, Inc. -- https://silveradostages.com/ -- with 10 locations on the West Coast, is a federally licensed motor carrier and operates as a Public Stage under California DOT authority. The company is additionally certified as a U.S. Department of Defense motor carrier to provide transportation for the military and by the CHP as a School Pupil Activities Bus (SPAB) operator. Silverado Stages was founded in 1987 and has had the most diverse background in passenger operations. It operates a diverse fleet of over 300 passenger vehicles, over 60 of which are ADA compliant. It currently operates from terminals in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las Vegas. Silverado Stages and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 18-12203) on Oct. 5, 2018. In the petitions signed by James Galusha, chairman, Silverado Stages estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor hired Sonoran Capital Advisors, LLC, and appointed the firm's managing director Matthew Foster as chief restructuring officer. Allen Barnes & Jones, PLC, is the Debtor's legal counsel. SIMKAR LLC: Seeks Authorization to Use Capstone Cash Collateral --------------------------------------------------------------- SIMKAR, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to use of cash collateral and to pay prepetition wage claims. To remain in business, the Debtor must pay its employees regular weekly wages. The employees are owed prepetition wages with each employee owed less that the statutory Priority Cap of approximately $12,750. To add to the Debtor's difficulties, PNC Bank has effectively frozen its operating account. It cannot obtain access to funds that it desperately needs to continue to operate. Thus, in order to continue to operate, the Debtor requests that the Court permit the Debtor to maintain the existing bank account and direct PNC to provide the Debtor with access to funds in the account (estimated at $150,000). The Debtor entered into a series of transactions with Capstone Credit, LLC. Capstone essentially advanced approximately $ 5.3 million to the Debtor and Neo Lights Holding Inc. -- the Debtor is a subsidiary of Neo Lights. As part of the financing arrangement with Capstone, the Debtor agreed to maintain a Control Bank Account with Capstone -- receivables due to the Debtor would be deposited into the account. Capstone alleged that is secured in all inventory, receivables and cash as well as intangibles. In addition, Capstone holds a third mortgage on the real property owned by Neo Lights. The arrangement with Capstone severely stifled the Debtor's ability to operate. In addition to meeting current operating expenses, the Debtor was saddled with liabilities that accrued prior to Mr. Heyer's acquisition. The Debtor is hopeful that Capstone will consent to the use of Cash Collateral subject to a proposed budget. But pending a consensual agreement, the Debtor seeks Court approval to use the Cash, receivables and inventory in accordance with the proposed budget. Although the Debtor believes that Capstone is adequately protected in the value of Neo Lights' building, it to make adequate protection payments to Capstone in the amount of approximately 6% of the outstanding balance due of $5.3 million amortized annually (approximately $27,000 per month). It also proposes to grant Capstone replacement liens on postpetition assets subject to a "carve out" for U.S. Trustee fees and interest and professional fees approved by the Court. The Debtor proposes to grant it a replacement lien in all of the Debtor's prepetition and postpetition assets and proceeds, including receivables, rents and contract rights and the proceeds of the foregoing, to the extent that it had a valid security interest in said prepetition assets and in the continuing order of priority that existed as of the Debtor's bankruptcy filing. The Debtor submits that, in order to preserve the Debtor's estate and ensure the viability of the Debtor, Capstone should be granted replacement liens with the same nature, extent and validity of its prepetition lien, subject to investigation by the Debtor and any creditors or committee appointed in the Debtor's Chapter 11 case. The replacement liens will be subject and subordinate to (a) outstanding fees payable and (b) professional fees of duly retained professionals in the Chapter 11 case up to $15,000. The replacement liens, however, do not extend to the recovery of funds or proceeds from the successful prosecution of avoidance actions pursuant to sections 502(d), 544, 545, 547, 548,549, 550 or 553 of the Bankruptcy Code. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/nysb19-22576-10.pdf About SIMKAR LLC Based in Tarrytown, New York, SIMKAR LLC -- http://www.simkar.com/ -- is an internationally known designer, developer, and manufacturer of lighting products. Since 1952, the Company has provided a diverse selection of high-quality LED lighting fixtures, along with other technologies to contractors, specifiers, and other strategic partners. The Company designs and manufactures lighting fixtures at its 283,500 square foot manufacturing facility in Philadelphia, PA. SIMKAR LLC filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22576) on March 6, 2019. At the time of filing, the Debtor estimated assets and estimated liabilities of $10 million to $50 million. The petition was signed by Alfred Heyer, Neo Lights Holdings Inc., president of managing member. The Debtor's counsel is H. Bruce Bronson, Jr., Esq., in Harrison, New York. The U.S. Trustee for Region 2 on March 22, 2019, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. SIMKAR LLC: Unsecured Creditors Seek Ch. 11 Trustee Appointment --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Simkar, LLC and Neo Lights Holdings, Inc. requested the U.S. Bankruptcy Court for the Southern District of New York to enter an order appointing a Chapter 11 trustee for the Debtors. The Committee's request for Chapter 11 trustee appointment is based upon gross mismanagement and conflict of interest, as well as the fact that it is in the best interest of the Creditors that a trustee is appointed. In this case, the Committee has determined that: (i) Simkar's schedules are unreliable and incomplete, (ii) Simkar's budgets submitted to the Court, the Committee, and to the primary secured lender, Capstone Credit LLC and Capstone Capital Group LLC are not credible, (iii) management's statements to the Committee and Capstone have been wholly unreliable, (iv) the management — through a combination of negligence and incompetence —failed to make the latest payroll and has run out of cash, and (v) Simkar is using cash collateral without the benefit of an extant order authorizing the use thereof. Hence, the benefits of a trustee's objective management of the Debtors far outweigh the costs. Accordingly, a Chapter 11 trustee should be appointed pursuant to section 1104(a)(2) of the Bankruptcy Code. The Committee is represented by: Jonathan L. Flaxer, Esq. Michael S. Weinstein, Esq. GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP 711 Third Avenue New York, NY 10017 Tel: (212)907-7300 Email: jflaxer@golenbock.com About Simkar, LLC Based in Tarrytown, New York, SIMKAR LLC -- http://www.simkar.com -- is an internationally known designer, developer, and manufacturer of lighting products. Since 1952, the Company has provided a diverse selection of high-quality LED lighting fixtures, along with other technologies to contractors, specifiers, and other strategic partners. The Company designs and manufactures lighting fixtures at its 283,500 square foot manufacturing facility in Philadelphia, PA. SIMKAR LLC filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22576) on March 6, 2019. The Debtor's counsel is H. Bruce Bronson, Jr., Esq., in Harrison, New York. At the time of filing, the Debtor had estimated assets and estimated liabilities of $10 million to $50 million. The petition was signed by Alfred Heyer, Neo Lights Holdings Inc., president of managing member. SIZMEK INC: U.S. Trustee Forms 7-Member Committee ------------------------------------------------- The U.S. Trustee for Region 2 on April 17 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Sizmek Inc. and its affiliates. The committee members are: (1) Index Exchange Inc. 74 Wingold Avenue Toronto, ON M6B 1P5 Attn: Jason Licchetti, General Counsel ix.legal@index exchange.com (2) Telaria, Inc. 222 Broadway, Fl 16 New York, NY 10038 Attn: Aaron Saltz, General Counsel Tel: (646) 723-5300 asaltz@telaria.com (3) Beachfront Media, LLC 400 S. Atlantic Ave., Ste. 101 Ormond Beach, FL 32176 Attn: Richard J. O'Connor, CFO Tel: (201) 446-6076 rich@beachfront.com (4) Citibank, NA 388 Greenwich Street, 17th Floor New York, NY Attn: James Goddard Director/Assoc. Gen'l Counsel Tel: (212) 816-0062 ext. 4214 james.goddard@citi.com (5) PubMatic, Inc. 305 Main Street, First Floor Redwood, CA 94063 Attn: Thomas Chow Tel: (650) 331-3485 Fax: (650) 542-0072 thomas.chow@pubmatic.com (6) Open X Technologies, Inc. 888 E. Walnut Street Pasadena, CA 91101 Attn: Josh Metzger General Counsel Tel: (626) 466-1141 josh.metzger@openx.com (7) Equinix, Inc. 1133 Avenue of the Americas, 16th Floor New York, NY 10036 Attn: Liz Vazquez, Esq. Tel.: (646) 430-6847 lvazquez@equinix.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About 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. Judge Stuart M. Bernstein presides over the case. Justin R. Bernbrock, Esq., at Kirkland & Ellis LLP, represents the Debtor as counsel. SKIN PC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of Skin PC and Lake Loveland Dermatology, P.C. as of April 17, according to a court docket. About Skin PC and Lake Loveland Dermatology P.C. 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. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel. The cases have been assigned to Judge Michael E. Romero. SKYPATROL LLC: Judge Grants Final Extension of Exclusivity Period ----------------------------------------------------------------- Judge Robert Mark of the U.S. Bankruptcy Court for the Southern District of Florida granted final extension of Skypatrol, LLC's exclusive period to file a Chapter 11 plan and solicit acceptances for the plan. The bankruptcy judge extended the exclusive filing period to June 13 and the exclusive solicitation period to Aug. 12. The extension will give the company more time to resolve its litigation against VBI Group, LLC and Sam Mahrouq, LLC (Skypatrol, LLC v. VBI Group, LLC, et al, Case No. 18-1107-RAM). It was reported that the resolution of the litigation will have a substantial effect on the distribution to creditors given that the receivable due from the sale of assets to VBI Group and Sam Mahrouq is considered as Skypatrol's most significant asset. The company intends to either resolve the litigation and prepare a plan that incorporates such resolution or prepare a plan that takes into account the unresolved litigation, according to an earlier report by The Troubled Company Reporter. About Skypatrol Skypatrol, LLC -- https://www.skypatrol.com/ -- provides integrated Global Positioning System (GPS) tracking solutions serving many markets including vehicle finance, fleet management, mobile asset tracking, automobile dealerships, outdoor sports and motor sports. Skypatrol has built innovative GPS tracking and fleet management software tools uniquely combined with its proprietary GPS hardware and software to help businesses monitor, protect and optimize mobile assets in an increasingly machine-to-machine world. Skypatrol systems operate on a wide variety of platforms including Global System for Mobiles (GSM) and Code Division Multiple Access (CMDA) cellular networks and dual mode Iridium satellite devices. The Company was established in 2002 and is based in Miami, Florida. Skypatrol filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-24842) on Dec. 13, 2017. In the petition signed by CEO Robert D. Rubin, the Debtor disclosed $3.63 million in total assets and $7.39 million in total liabilities. The case is assigned to Judge Robert A. Mark. Tabas & Soloff, P.A., is the Debtor's bankruptcy counsel, and the Law Offices of Robert P. Frankel, P.A., as special litigation counsel. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Feb. 20, 2018. The Committee tapped Perlman, Bajandas, Yevoli & Albright, P.L., as its legal counsel. SMART & FINAL: S&P Places 'B' Issuer Credit Rating on Watch Neg. ---------------------------------------------------------------- S&P Global Ratings placed its 'B' issuer credit rating on Smart & Final Stores Inc. (SFS) on CreditWatch with negative implications. The issue-level ratings are not affected as S&P expects them to be repaid. Apollo Global Management LLC is acquiring SFS, a value-oriented food retailer operating under the Smart & Final and Smart Foodservice banners, and plans to turn the company back into a privately held business. "We expect that Apollo will increase SFS' leverage to fund the acquisition, as is typical with private-equity sponsors, which will weaken the company's credit metrics," S&P said. The CreditWatch placement reflects the potential that S&P will lower its issuer credit rating on SFS if Apollo increases its leverage to fund the acquisition, materially weakening the company's credit measures. Under its current base-case forecast, S&P assumes that SFS' adjusted debt to EBITDA will be around 6.0x, which is close to the rating agency's 6.5x downgrade threshold for the current rating. "We expect to resolve the CreditWatch negative placement following our review of SFS' proposed capital structure and business risk profile. We could lower our ratings on the company if we expect it to sustain elevated leverage of more than 6.5x on an adjusted basis. We could also lower our ratings at a lower leverage level if we believe the company's business has become materially weaker due to the separation of its operating units," S&P said. SOAS LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Soas LLC as of April 18, according to a court docket. About Soas LLC Soas, LLC, which conducts business under the name Island Drug, is a long-term care pharmacy in Oak Harbor, Wash. It dispenses medicinal preparations delivered to patients residing within an intermediate or skilled nursing facility, including intermediate care facilities for mentally retarded, hospice, assisted living facilities, group homes, and other forms of congregate living arrangements. Soas LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-10928) on March 18, 2019. At the time of the filing, the Debtor had estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Marc Barreca. The Tracy Law Group PLLC is the Debtor's legal counsel. SUNCREST STONE: Newtek Seeks Ch. 11 Trustee Appointment, Examiner ----------------------------------------------------------------- Newtek Small Business Finance, LLC, the primary secured creditor of Suncrest Stone Products, LLC and 341 Stone Properties, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Georgia a motion to appoint a Chapter 11 trustee for the Debtors or, in the alternative, an examiner. According to Newtek, the Debtors’ gross mismanagement and patent conflicts of interest have jeopardized their ability to continue to operate on an ongoing basis. In this case, Newtek emphasized that the Debtors have been on a consistent, downward trajectory, which has included: (1) negative earnings; (2) substantial increases to Debtors’ Accounts Payable; (3) termination of key management; (4) conflicts of interest with the Debtors’ DIP Lender who shares common ownership and management as the Debtors; (5) failure to pay taxes; (6) inconsistent/unclear monthly operating reports; (7) depletion of estate resources; and (8) a failure to file and confirm a Chapter 11 plan. Hence, Newtek believes that the appointment of a Chapter 11 trustee or examiner will allow for a neutral and objective third party capable of acting as a fiduciary to properly diagnose the Debtors’ pain points, ensure that there is no ongoing mismanagement of the Debtors’ cash, and provide a clear path for the Debtors’ reorganization. Newtek is represented by: John G. McCullough, Esq. ALDRIDGE PITE, LLP Fifteen Piedmont Center 3575 Piedmont Road, N.E., Suite 500 Atlanta, GA 30305 Tel: (404) 7276 Fax: (888) 873-6147 Email: jmccullough@aldridgepite.com About Suncrest Stone Products Suncrest Stone Products, LLC -- https://www.suncreststone.com/ -- is a stone supplier in Ashburn, Georgia. Its products include Ashlar, Country Ledge, Ledge, River Rock, Olde-Castle, Splitface, Stock, and Rubble. Suncrest Stone Products and 341 Stone Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Lead Case No. 18-10850) on July 13, 2018. In the petition signed by Max Suter, authorized officer, Suncrest estimated assets of less than $1 million and liabilities of $1 million to $10 million. 341 Stone estimated $1 million to $10 million in assets and liabilities. Judge Austin E. Carter presides over the cases. Stone & Baxter, LLP, is the Debtors' counsel. McMurry Smith & Company is the accountant. Crumley and Associates Inc. d/b/a South Georgia Appraisal Company is appraiser to the Debtor. SUNEX INTERNATIONAL: Seeks to Hire Vaupen as Investment Banker -------------------------------------------------------------- Sunex International Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Vaupen Financial Advisors, LLC as its investment banker. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) confer with the Debtor and its advisors in developing a detailed understanding of its business, potential business expansion and plans, and the related capital requirements; (b) prepare an executive summary and confidential information memorandum describing the Debtor and its business; (c) circulate the executive summary and confidential information memorandum to preferred lenders or buyers for the requested transactions with prior consent of the Debtor; (d) work with the Debtor and its advisors in negotiating with lenders or buyers in furtherance of a transaction; and (e) assist the Debtor and its advisors in completing any transaction. Vaupen will be paid a cash transaction fee calculated as follows: (a) 2.5% of the aggregated committed principal amount in connection with any debtor-in-possession financing approved by the court. In lieu of this, Vaupen will be paid a transaction fee of $10,000 in connection with any debtor-in-possession financing provided by any of the Debtor's existing lenders; and (b) relative to the sale of the Debtor or its assets, the greater of 6% of the first $2 million in aggregate consideration, plus 4% of the amount of aggregate consideration in excess of $2 million; or a minimum fee of $75,000. Hy Vaupen, managing partner at Vaupen Financial Advisors, disclosed in court filings that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Hy Vaupen Vaupen Financial Advisors, LLC Miami Center 201 South Biscayne Blvd., Suite 915 Miami, FL 33131 Phone: (305) 379-1171 Email: hvaupen@vaupenfinancial.com About Sunex International Founded in 1985, Sunex International -- http://www.sunexintl.com/ -- is a supplier of architectural products and complete turn-key building materials for builders, architects, and designers throughout the Caribbean and South Florida. The Company specializes in windows, doors, lumber, framing, roofing, lighting, flooring, tools, fasteners, underground pipes, pumps, and more. Sunex International, Inc., based in Pompano Beach, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-14372) on April 3, 2019. In the petition signed by Jerry Rand, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Raymond B. Ray oversees the case. Michael D. Seese, Esq., at Seese P.A., serves as the Debtor's bankruptcy counsel. SYNAMEDIA AMERICAS: Moody's Cuts CFR to Caa1, Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded Synamedia Americas Holdings, Inc.'s Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. The company's first lien credit facilities were downgraded to B3 from B2. The rating outlook is stable. The following action was taken: Downgrades: Issuer: Synamedia Americas Holdings, Inc. Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Gtd Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Gtd Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Synamedia Americas Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE The downgrade of the CFR to Caa1 reflects the elevated levels of business risk and operational execution risk in the separation from Cisco, as well as weakened liquidity. Synamedia's near-term financial performance has been adversely impacted by continued revenue declines as well as by complications in the separation from Cisco. Substantial cash outflows to rebuild working capital, settle liabilities and undertake restructuring actions through March 2019 have reduced liquidity. Moody's expects breakeven free cash flow over the next 12 to 18 months, with some possibility of a modest cash burn. Excluding Cisco transition services agreement and restructuring charges, leverage is expected to be sustained in the mid-to-high 4x range over the next 12-18 months (inclusive of those costs, leverage is considerably higher). Liquidity is viewed as weak, with a cash balance of $42 million as of March 31, 2019 and expected breakeven free cash flow. While the company's $50 million revolving credit facility is largely undrawn (no cash borrowings and about $10 million in guarantees), the springing first lien leverage covenant is set at 4x and the cushion under this covenant is currently limited. Synamedia continues to maintain a leading position in the satellite smart card and video processing industries globally. While these industries are undergoing transitions and are impacted by secular pressures, the company benefits from a high degree of integration with its customers, a large installed base and a recurring revenue business model. The substantial cost reduction actions following the transition from Cisco are currently ahead of schedule and have the potential to improve profit margins meaningfully once completed, driving EBITDA growth. The company has made progress on establishing standalone operational infrastructure. However, the amount and complexity of activity required to complete the transition and the restructuring is substantial, and the operational execution risk is elevated. The stable outlook incorporates Moody's expectation of sustained revenue decline and breakeven free cash flow in fiscal 2020 (ending June). The ratings could be upgraded if Synamedia is able to stabilize revenues, improve profitability and drive cash flow to debt above 3%. The ratings could be downgraded if revenue declines do not show signs of moderating, separation from Cisco does not go as planned, negative free cash flow is sustained, or liquidity weakens further. The B3 ratings for Synamedia's first lien senior secured term loan and revolver reflect a Loss Given Default ("LGD") assessment of LGD3. The B3 rating, one notch above the Caa1 Corporate Family Rating, reflects first lien credit facilities' senior most position in the capital structure and size relative to the $100 million second lien term loan. The principal methodology used in these ratings was Diversified Technology published in August 2018. With expected revenue of approximately $650 million in fiscal 2019 (ending June), Synamedia is a global provider of video infrastructure technology. TATE'S AUTOMOTIVE: FMCC Does Not Consent Cash Collateral Use ------------------------------------------------------------ Ford Motor Credit Company LLC gives notice to the U.S. Bankruptcy Court for the District of Arizona that it does not consent to Tate's Automotive, Inc.'s use of its cash collateral. FMCC demands that the Debtor immediately segregate and preserve any and all cash collateral in which FMCC asserts an interest in. FMCC has provided various types of financing to the Tate Dealers, including wholesale floorplan financing, a mortgage loan and a revolving line of credit. FMCC has extended a wholesale line of credit to the Tate Dealers to finance its acquisition of new and used motor vehicles. Under the Wholesale Agreement, the Tate Dealers granted FMCC a security interest in certain property, including but not limited to, new and used vehicles acquired by the dealership, the proceeds of the same, and certain accounts receivable of the dealership. The Tate Dealers also entered into a Security Agreement with FMCC, pursuant to which Tate Dealers further granted FMCC a security interest in, among other collateral, Tate Dealers vehicle inventory and furniture, fixtures and equipment. FMCC notifies that it has not consented and does not consent to the use of any of the rents, issues, profits or income produced by the Collateral for any purpose whatsoever. Attorneys for FMCC: Steven D. Jerome, Esq. Jill H. Perrella, Esq. Snell & Wilmer LLP One Arizona Center 400 E. Van Buren St., Suite 1900 Phoenix, AZ 85004-2202 About Tate's Auto Group Founded in 1977, Tate's Auto Group -- https://www.shoptates.com/ -- is a new and used car dealer with dealership locations in Show Low, Holbrook, Winslow, AZ, and now Gallup, NM. Tate's Automotive, Inc. and four of its affiliates have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-02523) on March 8, 2019. The petitions were signed by Richard K. Berry, secretary/treasurer. Anthony W. Austin, Esq. at Fennemore Craig, P.C., serves as Debtors' lead counsel and Bryan A. Albue, Esq. at Sherman & Howard L.L.C. as its co-counsel. The affiliates that have filed voluntary petitions are: Debtor Case No. ------ -------- Tate's Automotive, Inc. 19-02523 Tate's Auto Center of Gallup, Inc. 19-02493 Tate's Auto Center of Winslow, Inc. 19-02524 Tate Ford-Lincoln-Mercury, Inc. 19-02527 At the time of filing, Tate's Automotive's estimated under $50 million in assets and liabilities; and Tate's Auto Center of Gallup's estimated under $10 million in assets and liabilities. TC3 FOUNDATION INC., NY: S&P Cuts 2013A Revenue Bond Rating to B- ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on TC3 Foundation Inc. (Foundation), N.Y.'s series 2013A tax-exempt revenue bonds four notches to 'B-' from 'BB'. The outlook is negative. The Foundation is a 501(c)(3) organization affiliated with Tompkins Cortland Community College (TC3; not rated). "The downgrade reflects our view of the TC3 Foundation's very weak debt service coverage (DSC) in fiscal 2018 that resulted in covenant violations in fiscal years 2018 and 2017," said S&P Global Ratings credit analyst Charlene Butterfield. S&P expects DSC to deteriorate further in fiscal 2019, remaining well below the 1.20x covenant. Specifically, DSC for fiscal 2018 was 0.94x, compared with 1.02x in fiscal 2017 and 1.20x in fiscal 2016, when it was last consistent with the covenant. Occupancy for the Foundation's housing complexes declined in fall 2018 to a weak 60% from an already light 74%, both percentages below the revised level required to achieve break-even results and stronger DSC. As stipulated in the bond documents, management has engaged a consultant and has completed a financial plan to lead to financial improvement sufficient to produce DSC that meets or exceeds the 1.2x covenant. However, the plans to increase enrollment at the college and occupancy through leasing beds to a third party have not come to fruition. "The negative outlook reflects our expectation that over the next year, the Foundation's revenue could remain challenged by declining occupancy, rendering it difficult to generate cash flows sufficient to meet debt service requirements at covenanted levels in fiscal 2019," added Ms. Butterfield. In addition, maintenance of the rating hinges on the Foundation's ability to increase occupancy, either through enrollment growth at the college or through finding a long-term tenant for a portion of the beds. TREASURE ISLES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on April 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Treasure Isles, Inc. About Treasure Isles Treasure Isles, Inc. is a privately held company that operates in the food and beverages industry. Treasure Isles sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 19-30269) on March 7, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Laura K. Grandy. HeplerBroom, LLC is the Debtor's counsel. TRINITY INVESTMENT: Creditor Seeks Chapter 11 Trustee Appointment ----------------------------------------------------------------- Sigma Restaurants, Inc., a creditor of Trinity Investment Group, LLC, requested the U.S. Bankruptcy Court for the Northern District of Indiana to enter an order directing the appointment of a Chapter 11 trustee for the Debtor. According to Sigma, Mr. James Miller, II, the 90% stockholder/owner of Vision Investment Group, Inc. which is the majority/control owner of Debtor, has perjured himself before the Court by attesting to false and misleading Declarations and Schedules on behalf of the Debtor. Sigma further reported that Mr. Miller has irreconcilable, divided loyalties, i.e., actual conflicts of interest, which conflicts have manifest themselves through Mr. Miller causing the Debtor to make decisions adverse to its best interests. Most significant is that Mr. Miller has defrauded the Debtor of millions of dollars by causing the Debtor to agree to pay $5.15 million for operating assets from Sigma while preserving to himself the operating rights and leasehold interests which allow him to "at will" destroy the Debtor. Hence, Sigma believes that the appointment of a Trustee is appropriate and in the best interest of all creditors and the Debtor's Estate. Sigma Restaurants is represented by: Norman A. Abood, Esq. NORMAN A. ABOOD 136 N. Huron St. Toledo, OH 43604-1139 Tel: 419-724-3700 Fax: 419-724-3701 Email: norman@nabood.com About Trinity Investment Trinity Investment Group, LLC, is a privately held company in Bluffton, Indiana that operates under the restaurants and other eating places industry. Trinity Investment Group filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 18-10627) on April 13, 2018. In the petition signed by James E. Miller II, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Robert E. Grant presides over the case. Daniel J. Skekloff, Esq., and Scot T. Skekloff, Esq., at Haller & Colvin, PC, represent the Debtor. TWIN RIVER: Moody's Gives B1 CFR & Rates $600MM Secured Loans Ba2 ----------------------------------------------------------------- Moody's Investors Service assigned ratings to Twin River Worldwide Holdings, Inc. TRWH is the parent company of Twin River Management, Group, Inc. which currently owns and operates 2 casinos in Rhode Island, one casino in Biloxi, Mississippi, and one casino in Delaware. New ratings assigned to TRWH include a B1 Corporate Family Rating, B1-PD Probability of Default Rating, a Ba2 rating to the company's proposed $600 million credit facility comprised of a $250 million revolver and $350 million term loan B, and a B3 to the company's proposed $350 million senior unsecured notes. "TRWH's B1 Corporate Family Rating considers the company's relatively low pro forma and our projected debt/EBITDA for the company to continue at less than 4.0 times, along with the expectation that TRWH will continue to make it a priority to maintain these relatively strong metrics in anticipation of increased gaming supply in nearby Massachusetts," stated Keith Foley, a Senior Vice President at Moody's. Proceeds from the proposed debt offering will be used to repay TRMG's existing debt in addition to a $250 million return of capital to TRWH's shareholders in a form to be determined. On March 28, 2019, TRWH completed its merger Dover Downs Gaming & Entertainment, Inc. and began trading on the NYSE under the ticker symbol TRWH. Once the transaction closes, TRMG ratings and outlook will be withdrawn as TRWH will be the obligor of the new debt and all of TRMG's debt repaid. Currently, there is no debt at TRWH. Assignments: Issuer: Twin River Worldwide Holdings, Inc. Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Corporate Family Rating, Assigned B1 Senior Secured Bank Credit Facility, Assigned Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Outlook Actions: Issuer: Twin River Worldwide Holdings, Inc. Outlook, Assigned Stable Issuer: Twin River Management Group, Inc. Outlook, Remains Stable Affirmations: Issuer: Twin River Management Group, Inc. ratings affirmed and to be withdrawn at closing: Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Secured Bank Credit Facility, Affirmed B1 (LGD4) RATINGS RATIONALE In addition to TRWH's relatively low leverage, key credit strengths include the company's strong free cash flow profile -- Moody's expects the TRWH will generate in excess of $80 million of cash flow after interest, taxes and capital expenditures -- and improved diversification resulting from its recent acquisition of Dover Downs. However, despite increased revenue diversification from the Dover Downs acquisition, TRWH remains a relatively small regional gaming company in terms of revenue, and will still have heavy exposure to the heightened level of competition coming from the increased gaming supply in Massachusetts. The stable rating outlook reflects Moody's expectation that TRWH will be able to fund all of its debt service and capital expenditures from internally generated cash flow making it possible for the company to maintain relatively strong credit metrics. Ratings could be upgraded If TRWH can achieve and maintain debt/EBITDA below 3.5x while absorbing the expected decline in earnings caused by new supply. Ratings could be lowered if debt/EBITDA rises above 5.0x for an extended period of time and/or if TRWH decides to take a more aggressive long-term financial policy. The Ba2 assigned to TRWH's new $600 million senior secured credit facilities, two notches above the company's Corporate Family Rating, considers the secured nature of the debt along with the credit support provided by the unsecured notes below it in the debt capital structure which are rated 2 notches below TRWH's B1 Corporate Family Rating. The B3 assigned to these new senior unsecured notes consider the junior status of these notes relative to the secured credit facilities. In addition to TRWH's positive free cash flow profile and lack of any material near-term debt maturities, the SGL-1 Speculative Grade Liquidity rating considers that the new bank debt and senior unsecured debt agreements will not include any restrictive maintenance-type leverage covenants coverage. The new bank facility will be secured by all of TRWH's assets (excluding Colorado) and guaranteed by the operating subsidiaries that own these casino assets. TRWH owns and operates the Twin River casino located near Providence, Rhode Island, the Tiverton Casino Hotel in Rhode Island, the Hard Rock Hotel and Casino in Biloxi, Mississippi, Dover Downs Casino in Delaware, and Arapahoe Park, a horse racetrack outside of Denver Colorado. UNITED CHARTER: Seeks Access to Creditors Cash Collateral --------------------------------------------------------- United Charter, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to use cash collateral in which two creditors, EastWest Bank and Wayne Bier assert security interests. The Court has previously authorized the Debtor to use rents collected from its industrial warehouse property located in Stockton, California to pay an average of $7,785 per month of budgeted property-related expenses such as property taxes, insurance, utilities and maintenance that EastWest Bank had approved for payment. At the time, the Debtor's gross monthly rental income from the Subject Property was less than $20,000, leaving an average of less than $8,000 per month of net rental income. Pursuant to the Sept. 6, 2017 Order, the Court granted EastWest Bank and Wayne Bier replacement liens in postpetition rents to the same extent, and with the same validity and priority, as such lenders held in the cash collateral expended, to the extent the Debtor's use of such cash collateral resulted in a reduction of such lender's secured claim. Over the ensuing year, the Court authorized the use of such cash collateral on the same terms and conditions as the Sept. 6, 2017 Order, although the monthly amounts authorized changed depending on the Debtor's actual and projected property-related expenses. The Court's authorization to use cash collateral expired on July 31, 2018, at which time the Debtor was using about $5,000 a month of cash collateral for the property-related expenses previously authorized in the September 2017 Order. By that time, the Debtor's gross rents had increased to almost $25,000 a month, increasing the Debtor's net rental income from less than $8,000/month in September 2017 to about $20,000 a month. With this additional net rental income, the Debtor was able to resume adequate protection payments to EastWest Bank by mid-2018. The Debtor has made postpetition payments to EastWest Bank in the aggregate amount of $262,035. The Debtor, EastWest Bank and Wayne Bier have negotiated the terms of a stipulation for use of cash collateral after July 31, 2018. During these negotiations, the DIP continued to use cash collateral with EWB’s consent to pay the previously approved budgeted items, although Bier required the entry of an order approving a post-petition replacement lien in rents as a condition to such consent. Specifically, the Debtor, EastWest Bank and Wayne Bier have spent the past several months negotiating the payment of various one-time expenses, not the monthly expenses previously authorized. Those one-time expenses are identified in the Stipulation for Use of Cash Collateral for August 1, 2018 to May 31, 2019, filed simultaneously with the Cash Collateral Motion. They are: (a) The Debtor's payment of $43,065 to San Joaquin County for property taxes that were due Dec. 10, 2018 and were timely paid pursuant to EastWest Bank's and Wayne Bier's prior written consent; (b) Payment not to exceed $47,500 to San Joaquin County for property taxes due on April 10, 2019. (c) Payment of $45,000 to Nobel H. Brown Roofing for repair of the roof at 1885 Market. (d) Payments for commissions earned by John Anderson/Team VRG and John Anderson/Realty which will be determined pursuant to court order(s) upon notice and application by Debtor for approval of such payments. The Debtor has represented to EastWest Bank and Wayne Bier that the aggregate commissions for which the DIP will seek approval are as follows: Citywide Tow: $9,569; Krautstrunk Company: $34,330; Premium Truck Repair: $24,846; and Aries Builders: $12,385. (e) Payment of $11,159.79 to the City of Stockton for past due storm drain charges. (f) Payment of an amount to be determined for completion of the tenant improvements and repairs identified in that certain Landlord's Work letter -- Exhibit B to that certain lease dated Jan. 17, 2019 between DIP and Inland Express USA and covering 1885 E Market Street. (g) Payment of an amount to be determined for completion of the tenant improvements and repairs for the property located at 1811/1821 E. Market St. Such amounts are authorized to be paid from cash collateral only after (i) a written lease covering 1811/1821 E. Market St. has been submitted for approval EWB and Bier, together with a reasonable deposit from the Tenant, and (ii) a written contract for the completion of such improvements and repairs has been approved by EWB and Bier. The Debtor, EastWest Bank and Wayne Bier have further agreed to a revised monthly budget of the Debtor's expected property-related expenses. As adequate protection for the use of cash collateral as described in the Stipulation, the Debtor has offered, and EastWest Bank and Wayne Bier have agreed to accept: (a) Replacement liens in post-petition rents to the same extent, and with the same validity and priority, as such lenders held in the cash collateral expended, to the extent the Debtor's use of such cash collateral resulted in a reduction of such lender's secured claim; and (b) Turnover to EastWest Bank of all net rents received between August 1, 2018 and May 31, 2019 after payment of the previously approved or to be authorized monthly and one-time expenses described in the Stipulation and the Cash Collateral Motion. The Debtor also believes such lenders are adequately protected from the increasing value of their real estate collateral resulting from the proposed capital improvements and repairs, and the additional lease income the DIP believes will be received from its broker's continuing leasing efforts. A copy of the Debtor's Cash Collateral Motion is available at http://bankrupt.com/misc/caeb17-22347-340.pdf About United Charter United Charter LLC, owner of certain properties in Stockton, California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-22347) on April 7, 2017. In the petition signed by Raymond Zhang, its managing member, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. The case has been assigned to Judge Ronald H. Sargis. The Debtor is represented by Jeffrey J. Goodrich, Esq., at Goodrich & Associates. On Feb. 22, 2018, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. UNITED METHODIST: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on April 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The United Methodist Village, Inc. About The United Methodist Village Inc. The United Methodist Village, Inc. is a non-profit nursing home based in Lawrenceville, Illinois. The United Methodist Village, Inc. filed for bankruptcy protection under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on February 22, 2019. In the petition signed by Ashli Wesley, administrator, the Debtor estimated $13,779,571 in assets and $7,164,533 in liabilities. The case has been assigned to Judge Laura K. Grandy. Roy J. Dent, Esq., at Dent Law Office, Ltd. represents the Debtor as counsel. US FINANCIAL: Creditor Seeks Ch. 11 Trustee Appointment, Examiner ----------------------------------------------------------------- City First Bank of D.C., NA, a Creditor of US Financial Capital, Inc., asked the U.S. Bankruptcy Court for the District of Maryland to enter an order appointing a Chapter 11 trustee for the Debtor or, in the alternative, an examiner. City First believed that cause exists to appoint a trustee based on the Debtor’s dishonesty, gross mismanagement and/or incompetence, and breaches of fiduciary duties. In this case, City First adopts and incorporates by reference the United States Trustee’s Motion to Direct Appointment of Chapter 11 Trustee or, alternatively, Examiner, filed by John P. Fitzgerald, III, the Acting United States Trustee for Region 4, on March 31, 2019. The UST Motion moved for the appointment of a Chapter 11 trustee in the Debtor’s bankruptcy case and two other bankruptcy cases of TSC Snowden River, North, LLC, and TSC/Dorsey Road-Jessup, LLC. The debtors in all three cases are owned and/or managed by S. Bruce Jaffe, AN&J Family Trust, and/or the Jaffe Family Trust. According to City First, the Jaffe Family commingled funds among its several businesses and failed to keep separate books and records of their transactions. While City First is not a creditor in the TSC Snowden River North LLC and TSC/Dorsey Road-Jessup LLC bankruptcy cases, it is a party-in-interest in those cases, and all other Jaffe Family company cases, because assets belonging to City First’s obligors, which includes the Debtor, S. Bruce Jaffe and AN&J Family Trust, were commingled with the two other debtors. Therefore, City First requested the Court for the appointment of a Chapter 11 trustee or, in the alternative, an examiner for the Debtor. City First is represented by: Steven N. Leitess, Esq. Jodie E. Buchman, Esq. SILVERMAN THOMPSON | SLUTKIN | WHITE LLC 201 N. Charles Street, 26th Floor Baltimore, MD 21201 Tel: (410) 385-2225 Fax: (410) 547-2432 About US Financial Capital US Financial Capital, Inc., is a privately-held company in Columbia, Maryland, engaged in activities related to real estate. It is the fee simple owner of 14 real estate properties having an aggregate value of $1.38 million. US Financial Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27, 2018. In the petition signed by Ronald Talbert, chief operating officer, the Debtor disclosed $1.38 million in assets and $13.92 million in liabilities. The Debtor hired the Law Office of David W. Cohen as its legal counsel. VALADOR INC: Wants to Continue Using Essex Bank Cash Collateral --------------------------------------------------------------- Valador, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to use of cash collateral for the second interim period through May 1, 2019. The Debtor requires the continued use of cash collateral in order to meet its expenses and maintain the operation of its business, including but not limited to the payment of employee payroll and rent. The Debtor asserts that the continued operation of its business is essential to its reorganization efforts. The Debtor is indebted to Essex Bank under and in connection with a $3,500,000 line of credit that Essex Bank previously provided to the Debtor. The indebtedness is secured by a first-priority security interest against all of the Debtor's inventory, equipment, accounts, accounts receivable, chattel paper, instruments, letter of credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights of payment and performance, general intangibles, payment intangibles, software, and all records relating to any of the foregoing and all products and proceeds of any of the foregoing. The Debtor and Essex Bank have reached an agreement with respect to the Debtor's use of Essex Bank's cash collateral in the ordinary course of its business, for the purpose of paying the Debtor's operating expenses as set forth in the budget. In consideration for permitting the Debtor to use cash collateral during the Interim Period, the Debtor has agreed (i) to make various adequate protection payments to Essex Bank and (ii) to grant Essex Bank replacement liens on and security interests in various post-petition assets of the Debtor. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/vaeb18-14168-60.pdf About Valador Inc. Headquartered in Herndon, Virginia, Valador, Inc. is a business that delivers solutions for collecting, maintaining, visualizing, and protecting its clients' information. It focuses on four key business areas: modeling and simulation, information assurance, management consulting, and software engineering. It employs innovative solutions such as the use of 3D immersive visualization to address its clients' complex challenges including decision support, strategic planning, risk management, safety and reliability, assessment of alternatives, and information security. Valador sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-14168) on Dec. 13, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Klinette H. Kindred. Richard Hall, Esq., is the Debtor's legal counsel. VANGUARD OF MEMPHIS: May 21 Plan Confirmation Hearing ----------------------------------------------------- The Bankruptcy Court has approved the amended disclosure statement explaining the Chapter 11 plan filed by Vanguard of Memphis, LLC. May 10, 2019 is fixed as last day for filing and serving written objections to the confirmation of the Debtor's Plan. Hearing on the confirmation of the Plan is scheduled for May 21, 2019 at 09:00 AM. Amends Plan to Add Liquidating Expense Info The Debtor filed an amended disclosure statement in support of its proposed plan of liquidation. In this latest filing, the Debtor provides additional information on the Liquidating Expenses of the Liquidating Committee. Liquidating Expenses of the Liquidating Committee must be approved prior to payment by the Debtor, and Liquidating Expenses of the Debtor must be approved by the Liquidating Committee prior to payment by the Debtor. Included in these expenses will be the fees and expenses of counsel for the Debtor and the Liquidating Committee, subject to Court approval. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y4x6pu5b from Pacermonitor.com at no charge. About Vanguard Healthcare Vanguard Healthcare, LLC, is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296) on May 6, 2016. In the petition signed by CEO William D. Orand, Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The cases are assigned to Judge Randal S. Mashburn. The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd., and Maggart & Associates, P.C., as accountants. The U.S. Trustee appointed Laura E. Brown as patient care ombudsman for Vanguard Healthcare. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. Bass, Berry & Sims PLC serves as bankruptcy counsel to the committee. CohnReznick LLP is the committee's financial advisor. VERITY HEALTH: PCO Files 3rd Report ----------------------------------- Jacob Nathan Rubin, MD, FAAC, the Patient Care Ombudsman appointed for Verity Health System of California, Inc., et al., filed with the U.S. Bankruptcy Court for the Central District of California the third report from February 8, 2019 through April 8, 2019. The PCO reported that despite the burden of bankruptcy, the Debtor's personnel are committed to delivering quality patient care. Moreover, the PCO informed that the operations of other Debtors, O’Connor and St. Louise Hospitals, were transferred to Santa Clara County. The PCO added that the Centers for Medicare and Medicaid Services (CMS) and the state will schedule a full inspection from the Joint Commission. Therefore, the PCO noted that there is no further need for the PCO review. The PCO also reported that the Debtor's medical clinics were either closed or the operations were transferred to other entities. The patients of the medical clinics were transferred to other providers to continue care. Furthermore, the PCO emphasized that several hospitals endured difficult surveys that required teamwork and fortitude to regain or maintain Federal and State credentials. The PCO reported that all the facilities have passed the inspections from CMS and the California Department of Public Health (CDPH) that were highlighted in the second report. Per report of the PCO, Debtor St. Francis Medical Center did not receive its Trauma Verification from the American College of Surgeons (ACS) but remains an active member of Los Angeles EMS Trauma System. According to the CEO and CNO, ACS verification is not required to participate in the Los Angeles Trauma System. However, despite the failed verification from ACS, the administration has informed the PCO that they are instituting the recommendations from the ACS and will reverify when they return next year. In general, the PCO believed that the Debtors are operating well despite the burden of bankruptcy. A full-text copy of the PCO's Third Report is available for free at: http://bankrupt.com/misc/cacb18-20151-2085.pdf About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The official committee of unsecured creditors formed in the case retained Milbank, Tweed, Hadley & McCloy LLP as counsel. VERMONT IRISH: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, objects to approval of the Amended Disclosure Statement and confirmation of the Amended Plan filed by Vermont Irish Pub, LLC, complaining that it has not had sufficient time to analyze the amended monthly operating reports prior to the objection deadline and therefore objects to approval of the disclosure statement and confirmation of the Plan. About Vermont Irish Pub Vermont Irish Pub, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Vt. Case No. 18-10283) on July 11, 2018, listing under $1 million in both assets and liabilities. Rebecca A. Rice, Esq., at Cohen & Rice, serves as its counsel. VEROBLUE FARMS: Taps Thompson & Knight as Local Counsel ------------------------------------------------------- VeroBlue Farms USA Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Iowa to hire Thompson & Knight, LLP as its local counsel. The firm will represent the Debtor in a case styled VeroBlue Farms USA., Inc. v. Wulf, et al., No. 3:19-cv00764-L, which is pending in the U.S. District Court for the Northern District of Texas. Nicole Williams, Esq., and Jasmine Wynton, Esq., the firm's attorneys who will be representing the Debtor, will charge $595 per hour and $475 per hour, respectively. Ms. Williams disclosed in court filings that her firm does not have any connection with the Debtor and its creditors. Thompson & Knight can be reached through: Nicole L. Williams, Esq. Thompson & Knight, LLP One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, TX 75201 Tel: 214.969.1149/214.969.1700 Fax: 214.999.1508/214.969.1751 E-mail: Nicole.Williams@tklaw.com About Veroblue Farms USA Headquartered in Webster City, Iowa, VeroBlue Farms USA, Inc. -- http://verobluefarms.com/-- operates a fish farm specializing in Barramundi, a freshwater fish found in the Indo-Pacific waters of Australia. It created an innovative aquaculture system that utilizes the natural elements of air, water and care. VeroBlue Farms USA, Inc., VBF Operations Inc., VBF Transport Inc., VBF IP Inc., and Iowa's First Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 18-01297) on Sept. 21, 2018. In the petitions signed by Norman McCowan, president, VeroBlue estimated assets of less than $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Elderkin & Pirnie, PLC and Ag & Business Legal Strategies, P.C. as their legal counsel; and Alex Moglia and his firm Moglia Advisors as chief restructuring officer. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 24, 2018. The Committee retained Goldstein & McClintock LLLP as its counsel. WINDLEY KEY: Court Approves Disclosures, Confirms Chapter 11 Plan ----------------------------------------------------------------- The Disclosure Statement of Windley Key One, L.L.C., is approved, and the Chapter 11 Plan, as modified, is approved and confirmed in all respects pursuant to Section 1129 of the Bankruptcy Code. All objections and responses to, and statements and comments regarding, the Plan, to the extent they have not been withdrawn prior to entry of this Confirmation Order or are not cured by the relief granted herein, are overruled. On the Effective Date, Trustee Tabas, on behalf of the Debtor, shall file articles of dissolution dissolving the Debtor in accordance with applicable law. Upon the Effective Date, Trustee Tabas shall be authorized signatory to execute on behalf of the Debtor any and all documents to accomplish such dissolution. The Plan was amended with respect to "Waiver, Release, Exculpation, Injunction, and Related Provisions." (a) The release, exculpation, and injunction provisions contained in the Plan are fair and equitable, are given for valuable consideration, and are in the best interests of the Debtor and its estate, and such provisions shall be effective and binding upon all persons and entities. (b) ON THE EFFECTIVE DATE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AS SUCH LAW MAY BE EXTENDED OR INTERPRETED SUBSEQUENT TO THE EFFECTIVE DATE, IN CONSIDERATION FOR THE OBLIGATIONS OF THE DEBTOR UNDER THE PLAN, THE RIGHTS AS OTHERWISE SET FORTH IN THE PLAN TO DISTRIBUTIONS (IF ANY), AND THE CASH AND OTHER CONTRACTS, INSTRUMENTS, RELEASES, AGREEMENTS OR DOCUMENTS TO BE DELIVERED IN CONNECTION WITH THE PLAN (IF ANY), EACH ENTITY THAT HAS HELD, HOLDS OR MAY HOLD A CLAIM OR INTEREST, AS APPLICABLE, WILL BE DEEMED TO FOREVER RELEASE, WAIVE, AND DISCHARGE ALL CLAIMS, DEMANDS, DEBTS, RIGHTS, CAUSES OF ACTION OR LIABILITIES AGAINST THE DEBTOR, THE ESTATE, AND TRUSTEE TABAS, AND THEIR RESPECTIVE POST-PETITION ADVISORS AND ATTORNEYS (OTHER THAN THE RIGHT TO ENFORCE THE OBLIGATIONS UNDER THE PLAN AND THE CONTRACTS, INSTRUMENTS, RELEASES, AGREEMENTS, AND DOCUMENTS DELIVERED UNDER THE PLAN), WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THEN EXISTING OR THEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE THAT ARE BASED IN WHOLE OR IN PART ON ANY ACT OR OMISSION, TRANSACTION, EVENT OR OTHER OCCURRENCE TAKING PLACE ON OR AFTER THE PETITION DATE TO OR ON THE EFFECTIVE DATE IN ANY WAY RELATING TO THE DEBTOR, THE CHAPTER 11 CASE, THE PLAN OR THE DISCLOSURE STATEMENT THAT SUCH ENTITY HAS, HAD OR MAY HAVE AGAINST THE DEBTOR, THE ESTATE, AND TRUSTEE TABAS, AND THEIR RESPECTIVE POST-PETITION ADVISORS, BROKERS, AND ATTORNEYS. PROVIDED, HOWEVER, THAT CLAIMS AGAINST PROFESSIONALS FOR ORDINARY MALPRACTICE, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE SHALL NOT BE DEEMED RELEASED, WAIVER, OR OTHERWISE WITHDRAWN. THE CONSUMMATION OF THE PLAN WILL SATISFY ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF ANY CLAIM ADDRESSED BY THE TERMS OF THE PLAN AND WILL OPERATE AS AN INJUNCTION AGAINST THE COMMENCEMENT OR CONTINUATION OF AN ACTION, THE EMPLOYMENT OF PROCESS, OR AN ACT, TO COLLECT OR RECOVER FROM, OR OFFSET AGAINST, PROPERTY OF THE DEBTOR EXCEPT AS PROVIDED IN THE PLAN. (c) Neither the Debtor, nor Trustee Tabas, nor any of their respective present or former advisors, attorneys or brokers, shall have or incur any liability to, or be subject to any right of action by, any holder of a Claim or an Interest, or any other party in interest, or any of their respective agents, shareholders, employees, representatives, financial advisors, attorneys or affiliates, or any of their successors or assigns, for any act or omission occurring on or after the petition date in connection with, relating to, or arising out of, the Debtor’s Chapter 11 Case, in the pursuit of confirmation of the Plan, approval of the Sale Motion, the consummation of the Plan, or the administration of the Plan, or the property to be distributed under the Plan, except for their willful misconduct or gross negligence, and in all respects shall be entitled to rely reasonably upon the advice of counsel with respect to their duties and responsibilities under the Plan; provided, however, that claims against professionals for ordinary malpractice, willful misconduct, or gross negligence shall not be deemed to be released, waived, or otherwise withdrawn. A full-text copy of the Findings of Fact, Conclusions of Law, and Order dated April 5, 2019, is available athttp://tinyurl.com/y6lgljl9from PacerMonitor.com at no charge. About Windley Key One Windley Key One, L.L.C., based in Miami, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-17608) on June 26, 2018. In the petition signed by Joel Tabas, trustee, the Debtor disclosed $4.10 million in assets and $2 million in liabilities. The Hon. Jay A. Cristol presides over the case. Drew M. Dillworth, Esq., at the Law Firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., serves as bankruptcy counsel. X-TREME BULLETS: Court Denies TTB's Bid for Trustee Appointment --------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada denied the United States of America's motion to appoint a Chapter 11 trustee for X-Treme Bullets, Inc., et al. The request for Ch. 11 trustee appointment was filed by the United States of America, on behalf of the Department of the Treasury Alcohol and Tobacco Tax and Trade Bureau (TTB). In this case, the Court found that the TTB did not demonstrate cause sufficient for the granting of the relief requested by the TTB. About X-Treme Bullets X-Treme Bullets, Inc., and its subsidiaries are in the business of manufacturing and selling small arms ammunition components, assembling ammunition, custom building ammunition manufacturing equipment, and repairing and refurbishing existing ammunition manufacturing equipment. They sell ammunition from company-owned brands, which they manufacture in house, as well as ammunition from third-party brands, which they source as finished goods. They operate a production facility in Carson City, Nevada and operate four facilities in Idaho, including three production facilities and one distribution center. X-Treme Bullets and certain affiliates filed sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50609) on June 8, 2018. In the petition signed by David Howell, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Harris Law Practice LLC as counsel, and Winthrop Couchot Golubow Hollander, LLP, as co-counsel. J. Michael Issa of GlassRatner Advisory & Capital Group, LLC, serves as chief restructuring officer. On July 23, 2018, the U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the case. The Committee retained Goldstein & McClintock LLLP as its counsel. YBARRA ENTERPRISES: Files March 2019 Self-Report on Patient Care ---------------------------------------------------------------- Ybarra Enterprises, in its self-reporting obligations, dated, March 19, 2019, reported that there were no changes in its staffing. Further, the Report disclosed that there were no complaints asserted by any vendor related to post-petition payment obligations. Likewise, there is no patient care related complaint received or reported by an employee or contractor. The Debtor also stated that there are no complaints or concerns asserted by any physician or other healthcare professional about the quality of care provided to any person under the Debtor's care. A full-text copy of the Self-Reporting Obligation is available at: http://bankrupt.com/misc/txsb18-70254-74.pdf About Ybarra Enterprises Based in Mission, Texas, Ybarra Enterprises, Inc., aka Dedication of Care Home Health Agency -- http://www.dochomehealth.com/-- provides home health care services. Currently, the Company's coverage area includes South Texas major cities: Laredo, McAllen, Edinburg, Corpus Christi, and Brownsville. The company filed a voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-70254) on July 9, 2018, and is represented by Kelly K. McKinnis, Esq., in McAllen, Texas. At the time of filing, the Debtor had estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. YEAMAN MACHINE: Allowed to Use Cash Collateral Through May 31 ------------------------------------------------------------- The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois has authorized Yeaman Machine Technologies, Inc., to use cash collateral to pay post-petition expenses to third parties during the period through May 31, 2019, to the extent set forth in the Budget, plus 10%. The Internal Revenue Service is granted the following adequate protection for its purported interests in cash collateral: (a) The Debtor will permit the IRS to inspect the Debtor's books and records; (b) The Debtor will maintain and pay premiums for insurance to cover the collateral from fire, theft and water damage; (c) The Debtor will make available to the IRS evidence of that which constitutes its collateral or proceeds; (d) The Debtor will properly maintain the collateral in good repair and properly manage the collateral; (e) The IRS is granted replacement liens, attaching to the collateral, but only to the extent of their prepetition liens. (f) The Debtor will pay the IRS adequate protection payment in the amount of $1,800. A copy of the Order is available at http://bankrupt.com/misc/ilnb19-05932-10.pdf About Yeaman Machine Technologies Yeaman Machine Technologies, Inc., is a manufacturer of packing machines. The company's principal place of business is located at 2150 Touhy Ave., Elk Grove Village, Illinois 60007. Yeaman Machine filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05932) on March 6, 2019. In the petition signed by William Yeaman, president, the Debtor estimated under $50,000 in assets and $1 million in debt. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by John H. Redfield, Esq. at Crane, Simon, Clar & Dan. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBV AV 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB TE 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB TH 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB QT 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBVUSD EU 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBVEUR EU 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB GZ 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB GR 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBV SW 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBV* MM 59,352.0 (8,446.0) (294.0) ABBVIE INC-BDR ABBV34 BZ 59,352.0 (8,446.0) (294.0) ABSOLUTE SOFTWRE ABT CN 90.2 (55.3) (33.2) ABSOLUTE SOFTWRE OU1 GR 90.2 (55.3) (33.2) ABSOLUTE SOFTWRE ALSWF US 90.2 (55.3) (33.2) ABSOLUTE SOFTWRE ABT2EUR EU 90.2 (55.3) (33.2) AIMIA INC AIM CN 3,397.3 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(3,813.0) 1,423.0 NAVISTAR INTL NAVEUR EU 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL NAVUSD EU 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL IHR QT 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL IHR GZ 7,037.0 (3,813.0) 1,423.0 NEW ENG RLTY-LP NEN US 247.0 (35.6) - NRC GROUP HOLDIN NRCG US 376.1 (31.5) 63.1 NRG ENERGY NRA GR 10,628.0 (1,215.0) 1,202.0 NRG ENERGY NRA TH 10,628.0 (1,215.0) 1,202.0 NRG ENERGY NRG1USD EU 10,628.0 (1,215.0) 1,202.0 NRG ENERGY NRA QT 10,628.0 (1,215.0) 1,202.0 NRG ENERGY NRGEUR EU 10,628.0 (1,215.0) 1,202.0 NRG ENERGY NRG US 10,628.0 (1,215.0) 1,202.0 OMEROS CORP OMER US 95.9 (100.2) 52.5 OMEROS CORP 3O8 GR 95.9 (100.2) 52.5 OMEROS CORP OMERUSD EU 95.9 (100.2) 52.5 OMEROS CORP 3O8 TH 95.9 (100.2) 52.5 OMEROS CORP OMEREUR EU 95.9 (100.2) 52.5 ONDAS HOLDINGS I ONDS US 2.7 (14.9) (15.2) OPTIVA INC OPT CN 123.4 (24.8) 15.7 OPTIVA INC RKNEF US 123.4 (24.8) 15.7 PAPA JOHN'S INTL PZZAEUR EU 570.9 (296.7) 7.1 PAPA JOHN'S INTL PZZA US 570.9 (296.7) 7.1 PAPA JOHN'S INTL PP1 GR 570.9 (296.7) 7.1 PHILIP MORRIS IN PM1 EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 GR 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM US 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1CHF EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1 TE 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 TH 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1EUR EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMI SW 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMOR AV 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 QT 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMI1 IX 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMI EB 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 GZ 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM* MM 38,042.0 (10,185.0) (2,745.0) PLANET FITNESS-A PLNT1USD EU 1,353.4 (382.8) 257.1 PLANET FITNESS-A PLNT US 1,353.4 (382.8) 257.1 PLANET FITNESS-A 3PL TH 1,353.4 (382.8) 257.1 PLANET FITNESS-A 3PL GR 1,353.4 (382.8) 257.1 PLANET FITNESS-A 3PL QT 1,353.4 (382.8) 257.1 PLANET FITNESS-A PLNT1EUR EU 1,353.4 (382.8) 257.1 PRIORITY TECHNOL PRTH US 388.6 (85.5) 21.1 PURPLE INNOVATIO PRPL US 71.7 (2.0) (0.9) RECRO PHARMA INC RAH GR 155.5 (19.5) 42.1 RECRO PHARMA INC REPH US 155.5 (19.5) 42.1 RESVERLOGIX CORP RVX CN 14.4 (156.5) (64.0) REVLON INC-A REV US 3,016.8 (1,056.8) 73.4 REVLON INC-A RVL1 GR 3,016.8 (1,056.8) 73.4 REVLON INC-A RVL1 TH 3,016.8 (1,056.8) 73.4 REVLON INC-A REVEUR EU 3,016.8 (1,056.8) 73.4 RH RH US 1,806.0 (23.0) (235.5) RH RH* MM 1,806.0 (23.0) (235.5) RH RHEUR EU 1,806.0 (23.0) (235.5) RH RS1 GR 1,806.0 (23.0) (235.5) RIMINI STREET IN RMNI US 118.9 (151.6) (125.6) ROADRUNNER TRANS RT61 GR 853.5 (52.2) 53.5 ROADRUNNER TRANS RRTS US 853.5 (52.2) 53.5 ROSETTA STONE IN RS8 GR 187.3 (12.0) (68.9) ROSETTA STONE IN RS8 TH 187.3 (12.0) (68.9) ROSETTA STONE IN RST US 187.3 (12.0) (68.9) ROSETTA STONE IN RST1USD EU 187.3 (12.0) (68.9) ROSETTA STONE IN RST1EUR EU 187.3 (12.0) (68.9) RR DONNELLEY & S DLLN TH 3,640.8 (245.4) 548.8 RR DONNELLEY & S RRDUSD EU 3,640.8 (245.4) 548.8 RR DONNELLEY & S RRDEUR EU 3,640.8 (245.4) 548.8 RR DONNELLEY & S DLLN GR 3,640.8 (245.4) 548.8 RR DONNELLEY & S RRD US 3,640.8 (245.4) 548.8 SALLY BEAUTY HOL S7V GR 2,144.6 (214.7) 733.2 SALLY BEAUTY HOL SBHEUR EU 2,144.6 (214.7) 733.2 SALLY BEAUTY HOL SBH US 2,144.6 (214.7) 733.2 SBA COMM CORP SBACEUR EU 7,213.7 (3,376.8) (832.4) SBA COMM CORP 4SB GR 7,213.7 (3,376.8) (832.4) SBA COMM CORP SBAC US 7,213.7 (3,376.8) (832.4) SBA COMM CORP 4SB GZ 7,213.7 (3,376.8) (832.4) SBA COMM CORP SBJ TH 7,213.7 (3,376.8) (832.4) SCIENTIFIC GAMES SGMS US 7,717.8 (2,463.2) 621.0 SCIENTIFIC GAMES SGMSUSD EU 7,717.8 (2,463.2) 621.0 SCIENTIFIC GAMES TJW GR 7,717.8 (2,463.2) 621.0 SCIENTIFIC GAMES TJW TH 7,717.8 (2,463.2) 621.0 SCIENTIFIC GAMES TJW GZ 7,717.8 (2,463.2) 621.0 SEALED AIR CORP SDA GR 5,050.2 (348.6) 66.2 SEALED AIR CORP SEE US 5,050.2 (348.6) 66.2 SEALED AIR CORP SEE1EUR EU 5,050.2 (348.6) 66.2 SEALED AIR CORP SDA TH 5,050.2 (348.6) 66.2 SEALED AIR CORP SDA QT 5,050.2 (348.6) 66.2 SERES THERAPEUTI MCRB1EUR EU 120.5 (48.0) 50.6 SERES THERAPEUTI 1S9 GR 120.5 (48.0) 50.6 SERES THERAPEUTI MCRB US 120.5 (48.0) 50.6 SHELL MIDSTREAM SHLXUSD EU 1,913.5 (257.0) 231.4 SHELL MIDSTREAM 49M QT 1,913.5 (257.0) 231.4 SHELL MIDSTREAM 49M GR 1,913.5 (257.0) 231.4 SHELL MIDSTREAM 49M TH 1,913.5 (257.0) 231.4 SHELL MIDSTREAM SHLX US 1,913.5 (257.0) 231.4 SILK ROAD MEDICA SILK US 40.9 (29.3) 27.8 SILK ROAD MEDICA 2OW GR 40.9 (29.3) 27.8 SILK ROAD MEDICA SILKEUR EU 40.9 (29.3) 27.8 SILK ROAD MEDICA 2OW GZ 40.9 (29.3) 27.8 SIRIUS XM HOLDIN SIRI US 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN RDO GR 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN RDO TH 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN SIRIUSD EU 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN SIRI TE 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN RDO QT 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN SIRIEUR EU 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN RDO GZ 8,172.7 (1,816.9) (2,324.4) SIRIUS XM HOLDIN SIRI AV 8,172.7 (1,816.9) (2,324.4) SIX FLAGS ENTERT 6FE GR 2,517.3 (117.8) (126.4) SIX FLAGS ENTERT SIXEUR EU 2,517.3 (117.8) (126.4) SIX FLAGS ENTERT SIXUSD EU 2,517.3 (117.8) (126.4) SIX FLAGS ENTERT SIX US 2,517.3 (117.8) (126.4) SLEEP NUMBER COR SL2 GR 770.7 (124.6) (399.8) SLEEP NUMBER COR SNBR US 770.7 (124.6) (399.8) SLEEP NUMBER COR SNBREUR EU 770.7 (124.6) (399.8) SOLITON INC SOLY US 0.9 (17.6) (18.2) STARBUCKS CORP SRB GR 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SRB TH 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX* MM 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX IM 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX PE 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUXUSD SW 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUXUSD EU 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SRB QT 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUXCHF EU 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX SW 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX US 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SRB GZ 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX AV 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUXEUR EU 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX TE 19,981.3 (2,878.8) 2,248.8 STARBUCKS CORP SBUX CI 19,981.3 (2,878.8) 2,248.8 STARBUCKS-BDR SBUB34 BZ 19,981.3 (2,878.8) 2,248.8 STARCO BRANDS IN STCB US 0.0 (0.9) (0.9) STEALTH BIOTHERA MITO US 15.5 (175.3) (27.3) STEALTH BIOTHERA S1BA GR 15.5 (175.3) (27.3) STONEMOR PARTNER STON US 1,669.1 (6.6) 36.5 SUNPOWER CORP S9P2 GR 2,352.6 (149.9) 368.8 SUNPOWER CORP S9P2 TH 2,352.6 (149.9) 368.8 SUNPOWER CORP SPWR US 2,352.6 (149.9) 368.8 SUNPOWER CORP SPWREUR EU 2,352.6 (149.9) 368.8 SUNPOWER CORP SPWRUSD EU 2,352.6 (149.9) 368.8 SUNPOWER CORP S9P2 QT 2,352.6 (149.9) 368.8 TAUBMAN CENTERS TU8 GR 4,344.1 (300.1) - TAUBMAN CENTERS TCO US 4,344.1 (300.1) - TRANSDIGM GROUP TDG US 12,389.3 (1,666.9) 2,975.4 TRANSDIGM GROUP T7D GR 12,389.3 (1,666.9) 2,975.4 TRANSDIGM GROUP TDG* MM 12,389.3 (1,666.9) 2,975.4 TRANSDIGM GROUP T7D TH 12,389.3 (1,666.9) 2,975.4 TRANSDIGM GROUP TDGUSD EU 12,389.3 (1,666.9) 2,975.4 TRANSDIGM GROUP T7D QT 12,389.3 (1,666.9) 2,975.4 TRANSDIGM GROUP TDGEUR EU 12,389.3 (1,666.9) 2,975.4 TRIUMPH GROUP TG7 GR 3,330.5 (276.5) 421.7 TRIUMPH GROUP TGI US 3,330.5 (276.5) 421.7 TRIUMPH GROUP TGIEUR EU 3,330.5 (276.5) 421.7 TRULIEVE CANNABI TCNNF US 0.1 (0.2) (0.2) TRULIEVE CANNABI TRUL CN 0.1 (0.2) (0.2) TUPPERWARE BRAND TUP GR 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP US 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP1USD EU 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP QT 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP GZ 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP TH 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP1EUR EU 1,308.8 (235.2) (138.5) UNISYS CORP USY1 TH 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 GR 2,457.6 (1,299.6) 378.1 UNISYS CORP UIS US 2,457.6 (1,299.6) 378.1 UNISYS CORP UIS1 SW 2,457.6 (1,299.6) 378.1 UNISYS CORP UISEUR EU 2,457.6 (1,299.6) 378.1 UNISYS CORP UISCHF EU 2,457.6 (1,299.6) 378.1 UNISYS CORP UIS EU 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 GZ 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 QT 2,457.6 (1,299.6) 378.1 UNITI GROUP INC CSALUSD EU 4,592.9 (1,406.7) - UNITI GROUP INC UNIT US 4,592.9 (1,406.7) - UNITI GROUP INC 8XC GR 4,592.9 (1,406.7) - UNITI GROUP INC 8XC TH 4,592.9 (1,406.7) - VALVOLINE INC VVV US 1,832.0 (343.0) 288.0 VALVOLINE INC VVVEUR EU 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 GR 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 TH 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 QT 1,832.0 (343.0) 288.0 VANTAGE DRILL-UT VTGGF US 1,129.6 (64.7) 263.9 VECTOR GROUP LTD VGR US 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGR GR 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGREUR EU 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGRUSD EU 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGR QT 1,549.5 (547.4) 387.3 VERISIGN INC VRS TH 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS GR 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSN US 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSN* MM 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSNUSD EU 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS QT 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSNEUR EU 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS GZ 1,914.5 (1,385.5) 369.4 W&T OFFSHORE INC UWV GR 848.9 (324.8) 39.9 W&T OFFSHORE INC WTI1EUR EU 848.9 (324.8) 39.9 W&T OFFSHORE INC WTI US 848.9 (324.8) 39.9 WAYFAIR INC- A W US 1,890.9 (330.7) 116.7 WAYFAIR INC- A 1WF GR 1,890.9 (330.7) 116.7 WAYFAIR INC- A WEUR EU 1,890.9 (330.7) 116.7 WAYFAIR INC- A 1WF QT 1,890.9 (330.7) 116.7 WEIGHT WATCHERS WTW US 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 GR 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTWUSD EU 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTW AV 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTWEUR EU 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 QT 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 TH 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 GZ 1,414.5 (805.0) 25.1 WESTERN UNIO-BDR WUNI34 BZ 8,996.8 (309.8) (645.5) WESTERN UNION WU US 8,996.8 (309.8) (645.5) WESTERN UNION W3U TH 8,996.8 (309.8) (645.5) WESTERN UNION WU* MM 8,996.8 (309.8) (645.5) WESTERN UNION W3U GR 8,996.8 (309.8) (645.5) WESTERN UNION WUUSD EU 8,996.8 (309.8) (645.5) WESTERN UNION W3U QT 8,996.8 (309.8) (645.5) WESTERN UNION WUEUR EU 8,996.8 (309.8) (645.5) WESTERN UNION W3U GZ 8,996.8 (309.8) (645.5) WIDEOPENWEST INC WOW US 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 QT 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WOW1EUR EU 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 GR 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 TH 2,419.6 (290.3) (111.7) WINGSTOP INC WING1EUR EU 139.7 (224.8) 3.4 WINGSTOP INC WING US 139.7 (224.8) 3.4 WINGSTOP INC EWG GR 139.7 (224.8) 3.4 WINMARK CORP WINAUSD EU 46.8 (21.5) 6.9 WINMARK CORP WINA US 46.8 (21.5) 6.9 WINMARK CORP GBZ GR 46.8 (21.5) 6.9 WORKIVA INC WK US 231.1 (9.7) (14.4) WORKIVA INC 0WKA GR 231.1 (9.7) (14.4) WORKIVA INC WKEUR EU 231.1 (9.7) (14.4) WYNDHAM DESTINAT WD5 TH 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYNUSD EU 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WD5 GR 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYND US 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WD5 QT 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYNEUR EU 7,158.0 (569.0) 283.0 YELLOW PAGES LTD Y CN 442.4 (119.2) 40.4 YRC WORLDWIDE IN YRCW US 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YEL1 GR 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCWUSD EU 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YEL1 QT 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCWEUR EU 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YEL1 TH 1,617.1 (301.2) 168.5 YUM! BRANDS INC TGR TH 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR GR 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM* MM 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMUSD SW 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMUSD EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMEUR EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR QT 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMCHF EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM SW 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM US 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR GZ 4,130.0 (7,926.0) (94.0) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***