/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190429.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 29, 2019, Vol. 23, No. 118 Headlines 1141 REALTY: Wilmington Trust Objects to Disclosure Statement 152 BROADWAY: Seeks to Hire Backenroth Frankel as Legal Counsel 4M CARBON FIBER: De Leon & Company Raises Going Concern Doubt ACHAOGEN INC: U.S. Trustee Forms 5-Member Committee ACIS CAPITAL: Highland Capital Bid to Compel Arbitration Nixed ALPINE 4 TECHNOLOGIES: MaloneBailey LLP Raises Going Concern Doubt AMERICAN TECHNICAL: Secured Creditor Files Full-Payment Plan API HOLDINGS: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2 APOLLO COMMERCIAL: Moody's Gives Ba3 CFR & Rates Term Loan B Ba2 ARADIGM CORPORATION: Taps Bozicevic Field as Special Patent Counsel ARCHETYPE CONSTRUCTION: Seeks to Hire Kirby Aisner as New Counsel ARSHAM METAL: U.S. Trustee Unable to Appoint Committee AUGER DRILLING: Case Summary & 20 Largest Unsecured Creditors AYTU BIOSCIENCE: Submits ZolpiMist for Australian TGA Approval BLUE BEVERAGE: Seeks to Hire Backenroth Frankel as Legal Counsel BRIGHT MOUNTAIN: Registers 32.5M Shares for Possible Resale BRIGHT MOUNTAIN: Signs Amended Letter of Intent with Inform BRONCS INC: Seeks to Hire Zolkin Talerico as Legal Counsel BUILDING 1600: Taps McWhirter Realty as Leasing Agent CAPARRA HILLS: Fitch Affirms 'BB' IDR & Alters Outlook to Stable CAROL ROSE: May 20 Plan Confirmation Hearing CBAK ENERGY: Receives Noncompliance Notice from Nasdaq CBCS WASHINGTON: Seeks to Hire Teneo Capital as Financial Advisor CELADON GROUP: Resolves DOJ and SEC Investigations CHARLES F. HAMBLEN: Case Summary & 2 Unsecured Creditors CHARTER NEX: S&P Alters Outlook to Stable, Affirms 'B' ICR COFFEESMITHS COLLECTIVE: Turner Stone Raises Going Concern Doubt CORELLE BRANDS: S&P Affirms 'B+' ICR on Merge; Outlook Stable CORVALLIS FEED: Case Summary & 8 Unsecured Creditors CRIDER AVENUE: Voluntary Chapter 11 Case Summary CTI FOODS: Court Confirms Prepackaged Plan, Approves Disclosures DELUXE ENTERTAINMENT: S&P Says 'B-' Ratings Remain on Watch Neg. DIAMONDS & DIAMONDS: Court Rejects WGD's Post-Judgment Bid DIGITAL ROOM: Moody's Cuts CFR to B3 on Planned Debt Refinance DOW RUMMEL: Fitch Affirms BB Ratings on 2016/2017 Revenue Bonds DXI ENERGY: MaloneBailey LLP Raises Going Concern Doubt EMERALD ISLES: U.S. Trustee Objects to Disclosure Statement ENERGY TRANSFER: Moody's Withdraws Ba2 Rating on Unsec. Notes ESTATES AT BENNETTS: Voluntary Chapter 11 Case Summary ETHEMA HEALTH: Daszkal Bolton LLP Raises Going Concern Doubt EYEPOINT PHARMACEUTICALS: Draws Down $15MM from Credit Facility FLEXERA SOFTWARE: S&P Affirms 'B-' ICR on Debt-Funded Dividend GREENE AVENUE: Directed to File Plan Before May 10 HELIOS AND MATHESON: Interim CFO Will Get $450,000 Annual Salary HELLYER BROTHERS: U.S. Trustee Unable to Appoint Committee ICON CONSTRUCTION: Hires Glast Phillips as Special Counsel IMERYS TALC: Trustee Seeks to Hire FCR's Legal Representative IMPERIAL 290 HOSPITALITY: Hires Joyce W. Lindauer as Counsel INPIXON: Signs New Exchange Agreement with Iliad Research JJ BELLA: Court Approves Disclosures, Confirms Chapter Plan JONES ENERGY: May 6 Combined Hearing on Plan, Disclosures KING'S PEAK: May 21 Confirmation Hearing on MBL-Proposed Plan KLC SAN DIEGO: Unsecureds to Get 100% in 60 Monthly Installments L R & T INC: May 23 Plan Confirmation Hearing L.K. BENETT USA: Hires Omni as Claims and Noticing agent LIVINGSTON INTERNATIONAL: Moody's Assigns B2 CFR, Outlook Stable MARATHON OIL: Moody's Alters Outlook to Stable & Withdraws Ba1 CFR MARINE BUILDERS: Case Summary & 20 Largest Unsecured Creditors MARRONE BIO: Changes Bylaws Provision on Stockholder Proposal MASSENGILL INVESTMENTS: May 23 Plan Confirmation Hearing MAYFLOWER COMMUNITIES: S. Goodman Appointed as PCO MCQUILLEN PLACE: Case Summary & 20 Largest Unsecured Creditors MEGHA LLC: Trustee Hires Henning Dowdy as Tax Accountant MICROVISION INC: Incurs $8.06 Million Net Loss in First Quarter MIDATECH PHARMA: Regains Compliance with Nasdaq Listing Rule MISSION COAL: Sale of Assets Free of Claims, Liens Approved MOLINA HEALTHCARE: Moody's Hikes Unsec. Debt to B2, Outlook Pos. MR. STEVEN LLC: Seeks to Hire Arsement Redd as Accountant N & N ELECTRIC: Case Summary & 20 Largest Unsecured Creditors NANOMECH INC: Seeks to Hire Gellert Scali as Legal Counsel NANOMECH INC: Seeks to Hire Speyside as Financial Advisor NASHVILLE PHARMACY: Unsecureds to Get $3.5MM, Plus 5% Interest NATIONAL AUTO: May 22 Plan Confirmation Hearing NEOVASC INC: Provides Highlights from Annual Conference of DGK NETFLIX INC: S&P Rates New Unsec. Notes Due 2029 'BB-' NETSMART LLC: S&P Alters Outlook to Stable; Affirms 'B-' ICR NORTHERN DYNASTY: Will Hold its Annual Meeting on June 11 NOTOX TECHNOLOGIES: Accumulated Deficit Casts Going Concern Doubt NUSTAR ENERGY: S&P Downgrades ICR to BB-; Outlook Stable NUTRIBAND INC: Sadler, Gibb & Assoc. Raises Going Concern Doubt OAKLAND PARK: Shareholder Adds 2 Classes of Claims to New Plan OLB GROUP: Liggett & Webb P.A. Raises Going Concern Doubt ORCHIDS PAPER: Hires Houlihan Lokey as Financial Advisor ORCHIDS PAPER: Seeks to Hire Polsinelli as Counsel OUTLOOK THERAPEUTICS: Eliminates Chief Medical Officer Post PANIOLO CABLE: Trustee Hires Ducera Partners as Investment Banker PARKER DRILLING: Sylvia Mayer Appointed as Ch. 11 Examiner PEM FAMILY LIMITED: Creditor Seeks Dismissal, Trustee Appointment PEM FAMILY: Unsecureds to Get Paid in Full Over 78 Months PERNIX SLEEP: Phoenix-Led Auction of All Assets Approved PIER 1 IMPORTS: S&P Lowers ICR to 'CCC-'; Outlook Negative PINEY WOODS: Hires Energy Ventures as Sale Advisor PRECIPIO INC: Implements 1-for-15 Reverse Stock Split PROMISE HEALTHCARE: PCO Files 2nd Report for Fort Myers Facility QUORUM HEALTH: Goldman Sachs Acquires 9.3% Equity Stake RAHMANIA PROPERTIES: Gary Lampert Appointed as Examiner REDEEMED CHRISTIAN: Hires Lawrence Holzman as Special Counsel RP BROADCASTING: Trustee Selling All Idaho Radio Stations for $475K SCOTTY'S HOLDINGS: Hires Bradford & Riley as Broker SENIOR CARE: PM Mgmt.'s Transfer of Assets to San Antonio III OK'd SERTA SIMMONS: Moody's Lowers CFR to Caa1, Alters Outlook to Stable SHOPFACTORYDIRECT INC: Hires Bartolone Law as Counsel SIMKAR LLC: DOJ Watchdog Directed to Appoint Ch. 11 Trustee SJKWD LLC: May 28 Disclosure Statement Hearing SOMERSET HOSPITALITY: Case Summary & 20 Top Unsecured Creditors SOUTH CENTRAL HOUSTON: Hires Calvin Johnson as Special Counsel SPARKLE'S HAMBURGER: May 1 Plan Confirmation Hearing ST. STEPHEN'S CHURCH: U.S. Trustee Unable to Appoint Committee STANLEY SWAIN'S: Seeks for Additional Attorney for Fox Law STEPHEN M. EHRICH: $500K Sale of Manasquan Property to Long Granted STEVEN BOYUM: $623K Sale of Jackson County Property to Janke Okayed STRATOS ENTERPRISES: Has Until June 6 to File Chapter 11 Plan SUNSHINE GROUP: $1.6M Sale of Dana Point Property to Passons Denied TEEKAY CORP: S&P Rates $300MM Sr. Secured Debt 'B+' TENNIS & GOLF: $50K Sale of All Assets to Kopitz Approved THOMSON-SHORE INC: Sets Bidding Procedures for All Assets THOUGHTWORKS INC: S&P Affirms B ICR on $189MM Debt Funded Dividend TIERPOINT LLC: Moody's Alters Outlook on B3 CFR to Negative TRIDENT BRANDS: Says New Financing Alleviates Substantial Doubt TRIDENT TPI: Moody's Puts B3 CFR Under Review for Downgrade TSC SNOWDEN: May 29 Hearing on Disclosure Statement UNIVERSITY PHYSICIAN: Hires R.J. Montgomery Auctioneer URUS GROUP: Seeks to Hire Keyes Company as Realtor VAN'S LAUNDROMATS: Disclosure Statement Hearing Moved to May 15 VEHICLE ALIGNMENT: May 21 Hearing on Disclosure Statement VERITY HEALTH: PCO Files 2nd Report VERUS INTERNATIONAL: Accumulated Deficit Casts Going Concern Doubt VG LIQUIDATION: Inc. Unsecureds to Recoup 37% Under Chapter 11 Plan WAYPOINT LEASING: Hires Ernst & Young as Financial Advisor XPEERANT INC: May 29 Hearing on Disclosure Statement Z GALLERIE LLC: Committee Hires Cooley LLP as Lead Counsel Z GALLERIE LLC: Committee Hires Province as Financial Advisor [^] BOND PRICING: For the Week from April 22 to 26, 2019 ********* 1141 REALTY: Wilmington Trust Objects to Disclosure Statement ------------------------------------------------------------- Wilmington Trust, N.A., solely in its capacity as Trustee for the Benefit of the Registered Holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates (the "Trustee") and TCG Debt Acquisitions 2 LLC, objects to the (i) Disclosure Statement for First Amended Plan of Reorganization for 1141 Realty Owner LLC and Flatironhotel Operations LLC and (ii) First Amended Plan of Reorganization for 1141 Realty Owner LLC and Flatironhotel Operations LLC. The Trustee complains that the Plan is unconfirmable because it manufactures an impaired consenting class in violation of numerous requirements for confirmation, evidencing an effort by the Debtors to obtain confirmation of the Plan over the objections of the Secured Lender. The Trustee points out Courts have held that debtors seeking to manufacture an impaired consenting class, such as through artificial impairment or gerrymandering an impaired consenting class, violate the good faith requirement of section 1129(a)(3) of the Bankruptcy Code. The Trustee further complains that by classifying the administrative expense DIP financing claims as a class of claims, the Plan plainly violates sections 1123(a)(1), 1126(a) and 1129(a)(9)(A). The Trustee asserts that the Plan violates section 1124(1) of the Bankruptcy Code by improperly classifying Class 3 claims as unimpaired, when they are in fact impaired. According to the Trustee, the Plan asserts that Class 3 claims will be paid in full on the Effective Date, but the Plan does not actually provide any assurance that such claims can be paid in full -- including post-petition amounts that are accruing and payable pursuant to the Loan Agreements and section 506 of the Bankruptcy Code. The Trustee further complains that the Plan's glaring omission of any substantive sales procedures for the sale alternative fails to satisfy the requirements of section 1129(b)(2)(A)(ii) of the Bankruptcy Code, the Plan offers no details regarding the sale alternative. The Trustee believes the Debtors must include enhanced disclosure on these topics and thus, as it currently stands, the Disclosure Statement does not contain information sufficient to enable a creditor to determine how to vote on the Plan. Counsel for Wilmington Trust, N.A., solely in its capacity as Trustee: Michael G. Burke, Esq. Dennis Kao, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: mgburke@sidley.com dkao@sidley.com About 1141 Realty Owner 1141 Realty Owner LLC is the fee owner of the Flatiron Hotel, a 62-room boutique hotel located at 9 West 26th Street, a/k/a 1141 Broadway, in New York, New York. Affiliate Flatironhotel Operating LLC owns the liquor licenses for the restaurant facilities within the hotel. 1141 Realty Owner LLC and Flatironhotel Operating LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 18-12341) on July 31, 2018. In the petitions signed by Jagdish Vaswani, managing member, 1141 Realty Owner estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Flatironhotel estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Stuart M. Bernstein is the case judge. The Debtors tapped Klestadt Winters Jureller Southard & Stevens, LLP as their legal counsel; CR3 Partners, LLC, as crisis management services provider; Verdolino & Lowey, P.C. as their accountant; and Omni Management Group, Inc. as the administrative agent and claims and noticing agent. 152 BROADWAY: Seeks to Hire Backenroth Frankel as Legal Counsel --------------------------------------------------------------- 152 Broadway Haverstraw NY LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Backenroth Frankel & Krinsky, LLP as its legal counsel. The services Backenroth will provide are: a. advise the Debtor of its powers and duties in the continued operation of its business and management of its property during its Chapter 11 case; b. prepare and negotiate a plan of reorganization with creditors; and c. provide other legal services during the Debtor's bankruptcy case. The firm's hourly rates are: Paralegals $125 Scott Krinsky $595 Mark Frankel $615 Abraham J. Backenroth $635 Backenroth received $13,602 as initial retainer before the petition date. Mark Frankel, Esq., a member of Backenroth, attests that the firm's attorneys are disinterested within the meaning of Section 101(14) of the Bankruptcy Code and do not have interest adverse to the Debtor's estate. The firm can be reached through: Mark A. Frankel, Esq. Backenroth Frankel & Krinsky, LLP 800 Third Avenue, 11th Floor New York, NY 10022 Phone: (212) 593-1100 Fax : (212) 644-0544 Email: mfrankel@bfklaw.com About 152 Broadway Haverstraw NY LLC Based in 152 Haverstraw, New York, Broadway Haverstraw NY LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22834) on April 18, 2019, listing under $1 million in both assets and liabilities. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtor as counsel. 4M CARBON FIBER: De Leon & Company Raises Going Concern Doubt ------------------------------------------------------------- 4M Carbon Fiber Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $4,541,135 on $0 of total income for the year ended Dec. 31, 2018, compared to a net loss of $1,551,464 on $154,206 of total income for the year ended in 2017. The audit report of De Leon & Company, P.A., states that the Company's ability to raise additional capital through debt and/or equity financing to fund its operating costs is unknown, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $2,238,426, total liabilities of $1,575,390, and a total stockholders' equity of $663,036. A copy of the Form 10-K is available at: https://is.gd/OgtLew 4M Carbon Fiber Corp., a Knoxville, Tennessee based carbon-fiber technology company holds the exclusive rights to commercialize an atmospheric plasma oxidation process that was co-developed by the Oak Ridge National Laboratories and 4XTechnologies LLC (formerly RMX Technologies, LLC). ACHAOGEN INC: U.S. Trustee Forms 5-Member Committee --------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on April 23 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Achaogen, Inc. The committee members are: (1) Hovione Limited Attn: Tiago Ferreira de Matos Loughbeg, Ringaskiddy, Cork County Cork, Ireland Phone: +351-21982-9380 (2) EsteveQuimica SA Attn: Manuel Lourenco and Gary Conte Pg. de la Zona Franca 109th, 4th Floor Barcelona Spain 08036 Phone: 001 516 885 7776 (3) Solar Capital Ltd. Attn: Anthony Storino 500 Park Avenue, 3rd Floor New York, NY 10022 Phone: 646-308-8730 Fax: 212-993-1698 (4) Crystal BioScience Attn: Charles Berkman 3911 Sorrento Valley Blvd, Suite 110 San Diego, CA 92121 Phone: 858-550-7500 Fax: 858-550-5639 (5) World Courier Attn: Christopher Keeler 1313 Fourth Avenue New Hyde Park, NY 11040 Phone: 516-459-9503 Fax: 516-354-3142 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 Achaogen Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10844) on April 25, 2019. The petition was signed by Blake Wise, chief executive officer. The case has been assigned to Judge Brendan Linehan Shannon. As of Jan. 31, 2019, the Debtor had estimated assets of $91,607,000 and liabilities of $119,956,000. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. ACIS CAPITAL: Highland Capital Bid to Compel Arbitration Nixed -------------------------------------------------------------- Bankruptcy Judge Stacey Jernigan issued an order denying Highland Capital Management, L.P.'s motion to compel arbitration. The Adversary Proceeding filed by chapter 11 Trustee Robert Phelan against Highland Capital and affiliates has morphed into a large, complex lawsuit--at this stage primarily involving 35 claims, 20 of which are grounded in fraudulent transfer theories. The Arbitration Motion seeks arbitration of eight of the 35 claims. Highland and a related company, Highland CLO Funding Ltd. ("HCLOF"), were originally the plaintiffs in the Adversary Proceeding, suing the Chapter 11 Trustee for injunctive relief. The Chapter 11 Trustee fired back with 35 counterclaims against Highland and HCLOF (adding three parties related to Highland as third-party defendants with regard to some of those 35 counterclaims). Citing to the Federal Arbitration Act, 9 U.S.C. section 1 et seq., Highland argues that the bankruptcy court must enter an order compelling arbitration as to counts 1-8 because: (a) these eight counts revolve around the interpretation of certain prior versions of a SubAdvisory Agreement and Shared Services Agreement; and (b) the aforementioned agreements contained binding arbitration clauses. Highland also requests that the Adversary Proceeding be stayed regarding counts 1-8, pending binding arbitration. The Reorganized Debtors dispute that there are binding arbitration clauses applicable to counts 1-8. The court believes, like the court in In re Gandy, that this Adversary Proceeding--more than anything els--seeks avoidance of fraudulent transfers. Such avoidance theories derive from the Bankruptcy Code. Sections 542, 547, 548 and 550 of the Bankruptcy Code are front and center, as are the "strong arm" powers of section 544(a). Enforcing the arbitration clause here would conflict with the purposes of the Bankruptcy Code--one of the central purposes of which is the expeditious and equitable distribution of the assets of a debtor's estate. The avoidance actions in this Adversary Proceeding predominate over all other counts and, in such a circumstance, "the importance of the federal bankruptcy forum provided by the Code is at its zenith." Arbitrating Counts 1-8 would seriously jeopardize the Adversary Proceeding because they are an integral part of determining Highland's proofs of claim and the other core counts in the Adversary Proceeding. The bankruptcy court's quintessential duties are to adjudicate proofs of claim and to provide a central forum for litigation, whenever feasible and jurisdictionally sound. Indeed, in Gandy, the Fifth Circuit noted that when a proof of claim is filed, one of the "peculiar powers" of the bankruptcy court has been invoked and the nature of estate claims becomes "different from [their] nature . . . following the filing of a proof of claim." In summary, this court believes it has discretion under established Fifth Circuit authority to decline to order arbitration here. A copy of the Court's Order and Memorandum Opinion dated April 16, 2019 is available at https://tinyurl.com/y2l9pm9p from Pacermonitor.com at no charge. About Acis Capital Management Joshua N. Terry, as petitioning creditor, on Jan. 30, 2018, filed an involuntary petition against Acis Capital Management, L.P., thereby initiating the Acis LP bankruptcy case. Mr. Terry also filed an involuntary petition against Acis Capital Management GP, thereby initiating the Acis GP bankruptcy case. On April 13, 2018, after six days of testimony and argument, the Bankruptcy Court entered its findings of fact and conclusions of law in support of orders for relief on the involuntary bankruptcy petitions. Also on April 13, Diane Reed was appointed as interim Chapter 7 trustee for the Debtors' bankruptcy estates. On April 18, the Court entered its order directing that the cases be jointly administered under Case No. 18-30264 (Bankr. N.D. Tex.). The Hon. Stacey G Jernigan presides over the cases. On May 4, 2018, the Chapter 7 trustee filed a motion to convert the cases to Chapter 11. On May 11, the court entered an order granting the motion. On May 14, 2018, the U.S. Trustee appointed Robin Phelan as Chapter 11 trustee for the Debtors. The trustee hired Forshey & Prostok, LLP as counsel; Winstead PC, as special counsel; and Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., each a wholly-owned subsidiary of Stifel Financial Corp., as financial advisor and investment banker. The court has conditionally approved the disclosure statement with respect to the First Amended Joint Plan filed by the Debtors. ALPINE 4 TECHNOLOGIES: MaloneBailey LLP Raises Going Concern Doubt ------------------------------------------------------------------ Alpine 4 Technologies Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $7,908,017 on $14,261,794 of revenues for the year ended Dec. 31, 2018, compared to a net loss of $2,997,420 on $8,318,016 of revenues for the year ended in 2017. The audit report of MaloneBailey, LLP states 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. The Company's balance sheet at Dec. 31, 2018, showed total assets of $17,940,676, total liabilities of $29,439,104, and a total stockholders' deficit of $11,498,428. A copy of the Form 10-K is available at: https://is.gd/Hy4ill Alpine 4 Technologies Ltd., a technology holding company, provides automotive technologies, electronics manufacturing, software, and energy services in the United States. The Company's product and services include 6th Sense Auto and BrakeActive. The Company was formerly known as Alpine 4 Automotive Technologies Ltd. and changed its name to Alpine 4 Technologies Ltd. in June 2015. Alpine 4 Technologies Ltd. was founded in 2014 and is based in Phoenix, Arizona. AMERICAN TECHNICAL: Secured Creditor Files Full-Payment Plan ------------------------------------------------------------- Ecker Capital LLC, a creditor in the Chapter 11 case of American Technical Services, Inc., proposes a Chapter 11 plan and accompanying disclosure statement providing that all allowed creditors receive a 100% distribution of their claims within 14 days of the Confirmation Order becoming final and non-appealable. Ecker holds a $41,537.80 secured claim against the Debtor. The Plan Proponent shall fund an Escrow Payment Account in the full amount necessary to fund the Plan. A full-text copy of the Disclosure Statement dated April 11, 2019, is available at https://tinyurl.com/y4bol3nr from PacerMonitor.com at no charge. Attorneys for Ecker Capital, LLC: Jason A. Burgess, Esq. Law Offices of Jason A. Burgess 1855 Mayport Road Atlantic Beach, Florida 32233 Tel: (904) 372-4791 About American Technical Services American Technical Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-08783) on Oct. 12, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor tapped Palm Harbor Law Group as its legal counsel. The Debtor, on April 3, 2019, filed a Chapter 11 Plan providing that all of its creditors will be paid in full within 42 months of the confirmation of its proposed Plan of Reorganization. API HOLDINGS: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2 -------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to API Holdings III Corp. including a B3 Corporate Family Rating, a B3-PD Probability of Default Rating and a B2 First Lien Senior Secured. Proceeds from the rated term loan, along with a $90 million second lien term loan (unrated) will help fund the purchase of API Technologies Corp by AEA Investors LP. The outlook is stable. Assignments: Issuer: API Holdings III Corp. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Gtd Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Gtd Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: API Holdings III Corp. Outlook, Assigned Stable RATINGS RATIONALE The B3 CFR balances the company's small size and high initial financial leverage with significant incremental borrowing capacity against a supportive US defense setting, recent margin gains that should continue and an adequate liquidity profile that provides some financial flexibility. Following the acquisition financing, API's funded debt balance will rise to approximately $350 million, a significant increase since 2017. While the company's operational restructuring activities and price actions have materially improved gross margin, the higher debt load will well exceed the debt levels that API has shouldered in recent years. However, API's portfolio of advanced electronic components nonetheless spans many missile, radar, tactical communications and aircraft programs that well align with US defense spending priorities. US defense outlays should rise in the low single digit percentage range over the next two years. API's restructuring activity is expected to meaningfully decline this year, supporting Moody's estimate of free cash flow of up to $15 million despite the increased cash interest burden accompanying the higher debt. The improving cash flow that flows from increasing operating margin is helping API raise its R&D spending, which should help position the company to garner more business as the US defense sector undergoes a modernization phase. API has a diverse set of customers and no single program platform constitutes more than 3% of the company's revenue. Additionally, through its established customer relationships with larger contractors and reinvigorated sales channels, API has been able to grow volume on existing platforms while identifying new market opportunities to increase market share. On a Moody's adjusted basis, initial debt to EBITDA in the low 7x range should decline to the high 6x range by the end of 2019. The stable rating outlook reflects Moody's belief that despite high incremental borrowing capacity and ambitious growth plans, the likelihood of a transformative acquisition in the near term is low. Instead, API's recent improved margin performance and lower restructuring costs will help make the company a steady generator of free cash flow and lead to some de-leveraging from income growth. The adequate liquidity profile should also help the company absorb performance shortfalls or higher than expected special charges. The stable rating outlook envisions continuity within the management team that initiated API's operational turnaround since 2015. The first lien credit facility rating of B2, one notch higher than the CFR, results from the inclusion of the second lien term loan, which represents a meaningful first loss position in the company's capital structure. In the event of a stress scenario, this junior debt improves the recovery prospects of the first lien credit facility, resulting in the upnotching of the first lien obligations. Downward rating pressure could develop with weak free cash flow generation within the next year (e.g. less than $5 million), debt to EBITDA sustained above 7.5x or EBITDA to interest coverage below 2x. A sizable debt-funded acquisition or evidence of financial/operational control issues could also result in an outlook change or rating downgrade. Upward rating momentum would depend on an encouraging revenue/backlog trajectory, debt to EBITDA declining below 6x and EBITDA to interest of greater than 3x on a sustainable basis. Healthy free cash flow generation, with free cash flow to debt in the high single digit percentage range would also support a positive rating action. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. API Holdings III Corp., headquartered in Marlborough, MA, is a holding company whose main operating subsidiary is API Technologies Corp. The corporate family is a tier three and four supplier of radio frequency and performance components and subsystems for the US aerospace and defense industry. Key areas of focus for API include radar, avionics and electronic warfare. Pro forma for its recent divestiture of the Electronic Manufacturing Services business, revenue for 2018 was approximately $229 million. Upon closing of the debt recapitalization, API will be majority owned by affiliates of AEA Investors LP. APOLLO COMMERCIAL: Moody's Gives Ba3 CFR & Rates Term Loan B Ba2 ---------------------------------------------------------------- Moody's Investors Service has assigned a first time Ba3 corporate family rating to Apollo Commercial Real Estate Finance, Inc. and a Ba2 senior secured rating to ARI's proposed $400 million Term Loan B. ARI's outlook is stable. RATINGS RATIONALE ARI's Ba3 corporate family rating reflects the firm's strong profitability and capital adequacy as well as low leverage. The rating also considers ARI's high reliance on confidence-sensitive short-term secured funding, its concentration in the commercial real estate lending sector, and its portfolio composition, which consists of a relatively high percentage of subordinated loans (21%). The Ba2 rating assigned to ARI's proposed $400 million Term Loan B reflects its senior secured position in the company's capital hierarchy. Moody's views the unsecured notes subordinated to Term Loan B as a significant buffer to loan holders in the event of default. ARI has a strong profitability record, evidenced by net income as a percentage of average managed assets over the last few years, averaging around 5%, which is a strong level relative to rated peer non-bank commercial real estate lenders and traditional finance companies. Like other lenders, profitability could be pressured should economic conditions weaken, leading to performance deterioration. ARI has a conservative approach to underwriting resulting in relatively modest loan-to-values on performing loans. Its portfolio comprises primarily of first lien mortgage loans (79%) predominantly in gateway markets throughout the United States and Western Europe, as at December 31, 2018. ARI's collateral in the major property sectors has high concentrations in hotel (26%), followed by residential (23%), and office (17%). Moody's considers the company's exposure to the hotel and residential sectors as high compared to peers. ARI's significant capital adequacy provides a great extent of loss absorbing capacity for any deterioration in performance, protecting creditors against unexpected losses. In addition, ARI's leverage is low at 1.0x debt over tangible equity, which compares well with CRE peers. ARI is highly reliant on confidence-sensitive secured funding in the form of its repurchase facilities. Repurchase facilities comprised 74% of total funding as of December 31, 2018. Moody's expects that proceeds from the Term Loan B will be used to pay down a portion of these repurchase facilities, somewhat diversifying the firm's funding. Relative to the other CRE lenders, ARI has a higher proportion of subordinate loans, although the LTVs of these loans are fairly low. Nonetheless, a subordinate priority in a large portion of the portfolio could result in higher financial performance volatility than peers. WHAT COULD CHANGE THE RATINGS UP/DOWN ARI's ratings could be upgraded if the company improves its funding profile reducing its reliance on confidence-sensitive short-term funding and increasing creditor diversification, reduces debt maturity concentrations; and, continues to execute its existing strategy and prevailing capital levels. ARI's ratings could be downgraded if the company experiences a material weakening of profitability as a result of higher problem loans, or increases second lien exposure without mitigating protections. ARADIGM CORPORATION: Taps Bozicevic Field as Special Patent Counsel ------------------------------------------------------------------- Aradigm Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of California to hire Bozicevic, Field & Francis LLP as its special patent counsel effective Feb. 15. The firm will provide these services: a. file patent applications and pay the maintenance fees on the issued patents; b. respond to various matters raised by patent examiners and pay fees to various patent offices when the fees come due; and c. describe and explain the Debtor's patent position to potential purchasers. Karl Bozicevic, Esq., a partner at Bozicevic and the firm's attorney who will be representing the Debtor, will charge an hourly fee of $725. The rates for paralegal services range from $125 to $175 per hour. Mr. Bozicevic attests that his firm neither holds nor represents any interest adverse to the Debtor and its creditors. The firm can be reached at: Karl Bozicevic, Esq. Bozicevic, Field & Francis, LLP 201 Redwood Shores Parkway, Suite 200 Redwood City, CA 94065 Tel: 650-327-3400 Fax: 650-327-3231 Email: bozicevic@bozpat.com About Aradigm Corporation Aradigm Corporation -- http://www.aradigm.com/-- is an emerging specialty pharmaceutical company focused on the development and commercialization of products for the treatment and prevention of severe respiratory diseases. Over the last decade, the company invested a large amount of capital to develop drug delivery technologies, particularly the development of a significant amount of expertise in respiratory (pulmonary) drug delivery as incorporated in its lead product candidate that recently completed two Phase 3 clinical trials, Linhaliq inhaled ciprofloxacin, formerly known as Pulmaquin. The company is headquartered in Hayward, California. Aradigm Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 19-40363) on February 15, 2019. In the petition signed by John M. Siebert, executive chairman and interim principal executive officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. Bennett G. Young, Esq. at Jeffer, Mangels, Butler & Mitchell LLP, is the Debtor's counsel. The case has been assigned to Judge William J. Lafferty. ARCHETYPE CONSTRUCTION: Seeks to Hire Kirby Aisner as New Counsel ----------------------------------------------------------------- Archetype Construction Corp. seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Kirby Aisner & Curley LLP as its new legal counsel. Kirby Aisner will substitute for DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, the firm that initially handled the Debtor's Chapter 11 case. Effective April 1, the attorneys in the bankruptcy department of DelBello resigned and opened their own firm, Kirby Aisner. The professional services Kirby Aisner will render are: a. advise Debtor of its powers and duties in the continued management of its property and affairs; b. negotiate with creditors in the preparation of a plan of reorganization and take the necessary legal steps in order to effectuate the plan; c. attend meetings and negotiate with representatives of creditors; d. advise the Debtor in connection with any potential sale of its business; e. assist the Debtor in obtaining post-petition financing; and h. take any necessary action to obtain approval of the Debtor's disclosure statement and plan. The firm's 2019 hourly rates are: Attorneys $410 to $525 Paraprofessionals $150 Erica Aisner, Esq., a partner at Kirby Aisner, attests that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Erica R. Aisner, Esq. Kirby Aisner & Curley LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Phone: (914) 401-9500 Email: eaisner@kacllp.com About Archetype Construction Corp. Hawthorne, New York-based Archetype Construction Corp. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-23726) on Dec. 18, 2014. The Debtor is co-owned by Daniel Teixeira and Duarte Pereira. In its petition, the Debtor estimated its assets at $1 million to $10 million, and its liabilities at $500,000 to $1 million. The petition was signed by Duarte Pereira, its president. Judge Robert D. Drain presides over the case. ARSHAM METAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on April 24 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Arsham Metal Industries, Inc. About Arsham Metal Industries, Inc. Arsham Metal Industries, Inc. is a full service scrap metal processing and recycling company based in Houston, Texas. The company provides copper, brass, lead, iron, steel, and brass recycling and processing services. Arsham Metal Industries, Inc. sought protection under Chapter 11 of Title 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31268) on March 4, 2019. In the petition signed by Jeffery Arsham, chief operating officer, the Debtor estimated $1 million to $10 million in both assets and liabilities. Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, represents the Debtor as counsel. The Hon. David R. Jones presides over the case. AUGER DRILLING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Auger Drilling, Inc. 1825 W Walnut Hill Ln, Ste 120 Irving, TX 75038 Business Description: Founded in 1995, Auger Drilling -- http://www.augerdrilling.com/-- is a privately held company that operates in the foundation drilling industry. The Company's capabilities include straight shaft, permanent or temporary cased, belled and battered drilled piers. It serves the states of Texas, Oklahoma, and Arkansas. Chapter 11 Petition Date: April 25, 2019 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 19-31410 Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Robert Thomas DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 W. 15th St., Ste 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Coyle, W. Whitten, 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/txnb19-31410.pdf AYTU BIOSCIENCE: Submits ZolpiMist for Australian TGA Approval -------------------------------------------------------------- Aytu BioScience, Inc., has submitted ZolpiMist (zolpidem tartrate oral spray) for regulatory approval to the Australian Therapeutic Goods Administration (TGA). SUDA Pharmaceuticals Ltd, which holds the global ZolpiMist sublicense outside the U.S. and Canada, has made this submission and further disclosed that the TGA has accepted the ZolpiMist Marketing Authorisation Application (MAA) for review and the review is underway. Aytu BioScience previously announced its partnership with SUDA Pharmaceuticals as the licensee of ZolpiMist outside the U.S. and Canada, and SUDA already has multiple sublicensing agreements in place around the world. This submission to the Australian TGA represents SUDA's first direct regulatory submission, and the expected review period is 255 days. Accordingly, a decision by TGA is expected in early calendar 2020. Josh Disbrow, chief executive officer of Aytu BioScience commented, "We congratulate SUDA Pharmaceuticals on their successful submission of the ZolpiMist regulatory file to the Australian TGA. As the TGA is one of the world's most rigorous regulatory bodies, we are encouraged by the agency's prompt preliminary assessment and acknowledgement of the file's completeness and readiness for full review. We look forward to the potential approval of ZolpiMist early next year following the completion of TGA's review." Aytu recently announced the global licensing agreement for ZolpiMist with SUDA. The Aytu-SUDA licensing agreement calls for SUDA to lead commercial development and sublicensing efforts for ZolpiMist in major territories outside the United States and Canada, including Europe, Asia, Australia, and Latin America. As specified in the companies' global licensing agreement, SUDA will pay Aytu a portion of each upfront and milestone payment received from sublicensees, and Aytu will receive ongoing royalty payments on sales generated by SUDA and SUDA's sublicensees as ZolpiMist is launched in their territories. SUDA has already signed sublicensing agreements in key markets with large, multi-national pharmaceutical companies and has agreements in place in Brazil, China, Chile, and throughout Southeast Asia. SUDA is in negotiations with pharmaceutical companies to sublicense ZolpiMist in additional countries in South America, as well as in Europe (specifically in Spain, Italy, France, and Germany), Korea, the Middle East, North Africa, UAE, and Kuwait. The global sleep aid market is currently estimated at almost $50 billion in annual revenue, and annual revenue is estimated to reach nearly $80 billion in 2022. 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. BLUE BEVERAGE: Seeks to Hire Backenroth Frankel as Legal Counsel ---------------------------------------------------------------- Blue Beverage Group Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Backenroth Frankel & Krinsky, LLP as its legal counsel. The services Backenroth will render are: a. advise the Debtor of its powers and duties in the continued operation of its business and management of its property during its Chapter 11 case; b. prepare and negotiate a plan of reorganization with creditors; and c. provide other legal services during the Debtor's bankruptcy case. The firm's hourly rates are: Paralegal $125 Scott Krinsky $595 Mark Frankel $615 Abraham Backenroth $635 Backenroth received $13,602 as initial retainer before the petition date. Mark Frankel, Esq., a member of Backenroth, attests that the firm's attorneys are disinterested within the meaning of Section. 101(14) of the Bankruptcy Code and do not have interest adverse to the Debtor's estate. The firm can be reached through: Mark A. Frankel, Esq. Backenroth Frankel & Krinsky, LLP 800 Third Avenue, 11th Floor New York, NY 10022 Phone: (212) 593-1100 Fax : (212) 644-0544 Email: mfrankel@bfklaw.com About 152 Broadway Haverstraw NY LLC Based in Haverstraw, N.Y., Blue Beverage Group Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22835) on April 18, 2019, listing under $1 million in both assets and liabilities. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtor as counsel. BRIGHT MOUNTAIN: Registers 32.5M Shares for Possible Resale ----------------------------------------------------------- Bright Mountain Media, Inc., has filed a Form S-1 registration statement with the Securities and Exchange Commission covering the resale of a total of 32,500,000 shares of the Company's common stock by certain selling security holders which includes 16,000,000 shares that are presently outstanding and 16,500,000 shares that are issuable upon the possible exercise of warrants with an exercise price of $0.65 per share. These securities were issued in connection with private offerings the Company conducted between September 2018 and January 2019. The Company will not receive any proceeds from the resale of its shares by the selling security holders. To the extent the warrants are exercised on a cash basis, the Company will receive the exercise price of the warrants. The Company will pay all of the fees and expenses associated with registration of the shares covered by this prospectus. Bright Mountain's common stock is quoted on the OTCQB Tier of the OTC Markets under the symbol "BMTM." On April 16, 2019 the last reported sale price of the Company's common stock was $2.00 per share. A full-text copy of the prospectus is available for free at https://is.gd/Kopw32. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company which focuses on connecting brands with consumers as a full advertising services platform. Bright Mountain Media's assets include an ad network, an ad exchange platform and 25 websites (owned and/or managed) that provide content, services and products. The websites are primarily geared for a young, male audience with several that focus on active, reserve and retired military audiences as well as law enforcement and first responders. Bright Mountain reported a net loss attributable to common shareholders of $5.33 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $3.01 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Bright Mountain had $5.02 million in total assets, $1.60 million in total liabilities, and $3.42 million in total shareholders' equity. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BRIGHT MOUNTAIN: Signs Amended Letter of Intent with Inform ----------------------------------------------------------- Bright Mountain Media, Inc., has entered into an amended non-binding letter of intent with Inform, Inc. pursuant to which the Company may acquire Inform, Inc. in an all stock transaction. As disclosed in a Form 8-K filed with the Securities and Exchange Commisison, the amended non-binding letter of intent replaced in its entirety the February 2019 non-binding letter of intent previously entered into by the parties. Based in Atlanta, Georgia, Inform, Inc., provides data-driven technology solutions for the syndication and monetization of contextually relevant, personalized premium video content. Inform seeks to solve the industry's supply challenge for premium video by creating new video streams and impression opportunities across the most desirable online publishing destinations in the United States. Inform, Inc. has aggregated a digital audience which provides ad buyers with near certainty in reaching target demographics. The closing of the transaction in which Bright Mountain will issue a to-be-determined number of shares of its common stock is subject to a number of conditions precedent, including satisfactory due diligence by the Company, the execution of definitive agreements, including an employment agreement with Mr. Greg Peters, the chief executive officer of Inform, Inc., conversion of certain outstanding debt, the closing of certain financings and approval by the Inform, Inc. stockholders, together with other customary conditions precedent. According to Bright Mountain, as its due diligence on Inform, Inc. continues and it cannot predict at this time if it will proceed with this transaction, investors should not place undue reliance on the amended non-binding letter of intent. Following the execution of the February 2019 non-binding letter of intent with Inform, Inc., between February 2019 and April 2019, the Company lent Inform an aggregate of $544,500 under the terms of 6% promissory notes which initially matured on April 30, 2019. These notes are secured by the pledge of stock in Inform, Inc. by Mr. Peters. On April 25, 2019, in connection with the amended non-binding letter of intent, the Company extended the due date of these notes to June 30, 2019. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- historically has operated as a digital media holding company for online assets primarily targeted to the military and public safety sectors. The Company is dedicated to providing "those that keep us safe" places to go online where they can do everything from staying current on news and events affecting them, look for jobs, share information, communicate with the public, and purchase products. In addition to the Company's corporate website, it owns and/or manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. In September 2017 the Company acquired Daily Engage Media, an ad network. With its acquisition and the recent completion of its RTB (real time bidding) exchange platform, the Company intends to launch the Bright Mountain Media Ad Exchange Network in the third quarter of 2018. Bright Mountain reported a net loss attributable to common shareholders of $5.33 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $3.01 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Bright Mountain had $5.02 million in total assets, $1.60 million in total liabilities, and $3.42 million in total shareholders' equity. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BRONCS INC: Seeks to Hire Zolkin Talerico as Legal Counsel ---------------------------------------------------------- Broncs, Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to hire Zolkin Talerico LLP as their legal counsel. The firm will provide these services: 1. advise the Debtors of the requirements and provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the U.S. Trustee Guidelines; 2. assist the Debtors in the preparation and filing of schedules and statements of financial affairs and other documents required immediately after the filing of their Chapter 11 cases; 3. prepare a disclosure statement and plan of reorganization or liquidation; 4. attend meetings and negotiate with creditors and other parties-in-interest; and 5. prosecute actions on behalf of the Debtors' estates and take other necessary actions to protect and preserve their estates. The firm's hourly rates effective as of Jan. 1 are: David Zolkin $595 Derrick Talerico $525 Michael Neue $495 Martha Araki, paralegal $250 Myrtle John, paralegal $250 David Zolkin, Esq., a partner at Zolkin Talerico, attests that the firm and its attorneys are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Zolkin, Esq. Zolkin Talerico LLP 12121 Wilshire Blvd., Suite 1120 Los Angeles, CA 90025 Tel: (424) 500-8552 Fax: (424) 500-8951 About Broncs Inc. Broncs Inc., WesCoast Textiles Inc. and Codi Sheridan Inc. are textile manufacturers in Garden Grove, Calif. Broncs and its debtor-affiliates filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 19-10941) on March 18, 2019. The petitions were signed by Joel Chun, president and chief executive officer. At the time of filing, Broncs estimated $1 million to $10 million in assets and $1 million to $510 million in liabilities. WesCoast Textiles estimated $1 million to $10 million in assets and liabilities while Codi Sheridan estimated $500,000 to $1 million in assets and liabilities. The cases have been assigned to Judge Catherine E. Bauer. Derrick Talerico, Esq., at Zolkin Talerico LLP, represents the Debtors as counsel. BUILDING 1600: Taps McWhirter Realty as Leasing Agent ----------------------------------------------------- Building 1600, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ McWhirter Realty Partners, LLC as its real estate leasing agent. The Debtor owns and operates an office park condominium located at 2255 Cumberland Parkway SE, Building 1600, Atlanta, Ga. The property is subdivided into eight leasable office spaces, two of which are currently occupied. The Debtor intends to lease out the office spaces to generate income to fund its Chapter 11 plan of reorganization. The firm will be paid of its commission pursuant to this arrangement: (1) For three-year leases: A procurement fee equal to one average month's rent, plus 5 percent monthly as rent is collected. The Debtor, at its discretion, may choose to pay a commission equal to one average month's rent, plus 4 percent of the remaining lease value. Should an outside broker be the procuring agent, the Debtor will pay one and one-half average month's rent and 7.5 percent monthly commission, or the Debtor may choose to pay one and one-half average month's rent and 6 percent cash out. (2) For one-year leases: The Debtor will pay an amount equal to 1/3 of the first month's lease as a procurement fee to broker. Should an outside broker be involved, the Debtor will pay the outside broker a procurement fee equal to 1/3 of the first month's rent and an amount equal to 1/6 to McWhirter as a procurement fee. (3) For two-year leases: The Debtor will pay an amount equal to 2/3 of the first month's lease as a procurement fee to broker. Should an outside broker be involved, the Debtor will pay the outside broker a procurement fee equal to 2/3 of the first month's rent and an amount equal to 1/3 to McWhirter as a procurement fee. Peyton McWhirter, managing broker of McWhirter, attests that he and his firm are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peyton McWhirter McWhirter Realty Partners, LLC 300 Galleria Parkway, Suite 300 Atlanta, GA 30339 Email: peytonmcwhirter@icloud.com pmm@mcwrealty.com About Building 1600 Building 1600, L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 18-71813) on Dec. 31, 2018. In the petition signed by Charles D. Menser Jr., manager, the Debtor estimated less than $500,000 in assets and liabilities. Paul Reece Marr, P.C. is the Debtor's counsel. No official committee of unsecured creditors has been appointed. CAPARRA HILLS: Fitch Affirms 'BB' IDR & Alters Outlook to Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Caparra Hills, LLC Long-Term Issuer Default Rating at 'B+' and its senior secured debt at 'BB'/'RR2'. The Rating Outlook has been revised to Stable from Negative. The 'B+' IDR reflects Caparra Hills' limited property diversification, small size, significant tenant concentration, and contract maturity risk. Fitch expects net leverage to decline in the medium to long term as the company replaces gross leasable area (GLA) vacated by a key tenant. Caparra Hills' notes have been notched up to 'BB' to reflect strong recovery prospects in the event of a default. The company's loan-to-value ratio, based on the last appraisal, is estimated to be around 70%. The revision of the Outlook to Stable from Negative reflects Fitch's expectation that Caparra Hills will be able to renew a significant portion of upcoming contracts that are due to expire over the next 12 months and decreasing tenant concentration. KEY RATING DRIVERS Leverage to Trend Down over Medium Term: Fitch expects Caparra Hills' total net debt to EBITDA ratio to be 7.5x by FY19 and then gradually improve to 7.2x by FY21 as a result of increased revenues from new tenants, stable EBITDA margins and lower capex requirements. Caparra had USD51.6 million of total debt as of Dec. 31, 2018, which was composed entirely of secured bonds that require approximately USD5.3 million of annual debt service (interest and principal). Net Leverage was 7.2 as of LTM Dec. 31, 2018 as a result of decreased vacancy rates and a full year effect of various new tenants. High Tenant Concentration: Fitch expects that current levels of counterparty concentration will continue to improve as the company continues to renew or replace key tenants. As of December 30, 2018, Caparra Hills' total occupancy rate was 91%, of which about 42% was occupied by 10 major tenants (down from peak of over 60% in 2015). T-Mobile Center (previously Santander Tower), where Caparra offers net rentable space of 207,140 square feet, has an occupancy rate of 89%, of which 59% is occupied by key tenants that lease over 10,000 sq ft. Tenant concentration has been slowly improving as the company has been replacing GLA vacated by individual tenants with multiple tenants. Good Track Record of Renewals: Contract maturity risk is viewed as high, as a sizeable amount of leased space is set to expire within 12 months including a key tenant that has historically represented roughly 8.6% of T-Mobile Center's GLA. Mitigating this risk is Caparra's solid track record of renewals in Puerto Rico's subdued business and economic environment. Fitch's expects that the company will be able to renew a significant portion of these upcoming maturities over the next year, as well as replace the space vacated at T-Mobile Tower by a key tenant over the next two years. Occupancy is expected to drop to about 85%, but should increase towards 90% by 2021. Secured Bond Enhances Recovery Prospects: The 'BB' rating on the secured bonds positively incorporates the collateral support included in the transaction structure. The payments of the bonds are secured by a first mortgage on the company's real estate properties and the assignment of leases. The secured bonds are payable solely from payments made to the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA) by Caparra Hills. AFICA serves solely as an issuing conduit for local qualified borrowers for the purpose of issuing bonds pursuant to a trust agreement between AFICA and the trustee. The secured bonds are not guaranteed by AFICA, do not constitute a charge against the general credit of AFICA, and do not constitute an indebtedness of the Commonwealth of Puerto Rico or any of its political subdivisions. Weak Operating Environment: Economic conditions in Puerto Rico continue to be challenging. Caparra's small size and lack of geographic diversification makes it highly exposed to Puerto Rico's struggling economy, which has resulted in high unemployment rates and an increased migration of people from the island. Despite the company's relatively stable performance in Puerto Rico, these factors have the potential to erode appraisal values and negatively affect lease rates and renewals. A good property location within the municipality of Guaynabo has partially mitigated this risk, Recovery Rating Assumptions: Fitch's recovery analysis assumes that Caparra Hills, LLC would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has used a going-concern EBITDA of USD4.2 million in its analysis and an EV multiple of 10.0x. Fitch calculates a recovery for the senior secured debt to be in the 71%-90% range based on a waterfall approach. As a result, Caparra's senior secured debt rating has been uplifted by two notches to 'BB'/'RR2'. DERIVATION SUMMARY Caparra Hills, LLC's 'B+' rating reflects its property portfolio, which is in line with the 'B' rating category due to the limited property diversification and rental income risk profile. Expected occupancy of 85% for FY19 is in line with the 'B' rating category of 85% on average for the sector. The company's business is exposed to a riskier operating environment compared to U.S. peers, as Caparra Hills is dependent on the fragile economy of Puerto Rico and operates on a relatively small scale. However, the company has shown resilience in its performance with consistent EBITDA margins over 60%, which is in line with 'BB' rated peers. The company's high single asset concentration and small size is in line with the 'B' rating category. When comparing property portfolio and size to a higher rated peer, such as Mack-Cali Realty Corporation (BB/Stable), Caparra's limited diversification and small size compares unfavorably. Mack-Cali, which operates on a slightly larger scale, owns a portfolio primarily consisting of metro and suburban New Jersey office assets and, to a lesser extent, multifamily properties. Caparra Hills' consistently positive FCF over the last few years and adequate liquidity justify its higher rating compared to General Shopping e Outlets do Brasil S.A. (CCC+/Rating Watch Negative). Caparra Hills' notes have been notched up to 'BB' to reflect strong recovery prospects in the event of a default. The company's loan-to-value ratio (LTV), based on the last appraisal, is estimated at around 70%. The LTV is consistent with peers rated in the 'B' category. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Departure of a key tenant causes occupancy rates to drop to 85%, from 91%; -- Stable EBITDA margins of about 64%-65%; -- Negative FCF for FYE19 due to high capex on renovations and tenant improvements; RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Lower business risks in terms of contract maturity schedule, concentration risk while improving cash flow generation resulting in lower net leverage of about 6.5x and loan to value of 60% could trigger a positive rating action. Developments That May, Individually or Collectively, Lead to Negative Rating Action A downgrade could be triggered due to a lack of a rapid improvement of the company's vacancy rates, contract maturity schedule coupled with declining cash flow generation, measured as EBITDA, resulting in sustained net leverage above 8.5x. LIQUIDITY Adequate Liquidity: Caparra's liquidity is supported by its cash position of USD2.7 million and an unused unsecured line of credit for USD1 million. The company also maintains a debt service reserve fund of approximately USD8.3 million, held by the trustee, covering 19 months of debt service (interest and principal). As of Dec 30, 2018, Caparra Hills' short-term debt obligation was USD1.6 million. FCF as of year-end June 2018, was USD1.6 million. FCF is expected to be negative in FY19 as the company faces higher capex requirements for a period of tenant replacement and renovations. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Caparra Hills LLC -- Long-term IDR at 'B+'; Outlook Stable; -- Senior secured debt at 'BB'/'RR2'. CAROL ROSE: May 20 Plan Confirmation Hearing -------------------------------------------- The Bankruptcy Court has issued an order approving the second amended joint disclosure statement in support of the Second Amended Joint Chapter 11 Plan of Call Alison Ramsey Rose, Individually, and Carol Rose, Inc., dated April 11, 2019. The hearing to consider confirmation of the Plan will be held on May 20, 2019 at 10:00 AM at Plano Bankruptcy Courtroom. The last day to object to confirmation is May 16. Ballots are also due by May 16. Class 8 (General Unsecured Claims) are impaired. Each Holder of such Claim shall be paid its Pro Rata Share from the Net Sale Proceeds and if necessary the Other Rose Property and Other Rose Inc. Property, on the Distribution Date. The Allowed Claims in Class 8 shall receive simple interest upon such Allowed Claim from the Petition Date to the Effective Date at the lower of (i) the applicable federal rate employed under Section 726(b)(5) of the Bankruptcy Code and (ii) such rate as is established by a Final Order, and shall receive simple interest upon such Allowed Claim from the Effective Date until such Allowed Claim is paid in full at the lower of (i) the rate imposed by Final Order and (ii) five percent (5%). Class 9 (Equity Interests) are impaired. The Holders of Class 9 Equity Interests shall retain their Equity Interests but shall receive no distributions on account thereof until all Allowed Claims in all Classes have been paid in full. The sources of funds for distributions under the Plan will come from the Net Sale Proceeds. A full-text copy of the Second Amended Disclosure Statement dated April 11, 2019, is available at https://tinyurl.com/yxenn2yz from PacerMonitor.com at no charge. Attorneys for Carol Rose, Individually, Debtor-in-Possession, are Louis M. Phillips, Esq., and Amelia L. Bueche, Esq., at Kelly Hart & Pitre, LLP, in Baton Rouge, Louisiana; and Katherine T. Hopkins, Esq., at Kelly Hart & Pitre, LLP, in Fort Worth, Texas. Attorneys for Carol Rose, Inc., Debtor-in-Possession, are Marcus A. Helt, Esq., and C. Ashley Ellis, Esq., at Foley Gardere, in Dallas, Texas. About Carol Rose Carol Rose, Inc. -- http://www.carolrose.com/-- owns a horse breeding facility in Gainesville, Texas. It provides on-site breeding, cooled semen, embryo transfer, mare care and maintenance and foaling services. It is owned by Carol Rose, a National Reined Cow Horse Association (NRCHA) and National Reining Horse Association (NRHA) breeder. Ms. Rose is the sole director and shareholder of the Debtor. Carol Rose, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19, 2017. In the petition signed by owner Carol Rose, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Brenda T. Rhoades presides over the case. Gardere Wynne Sewell LLP is the Debtor's bankruptcy counsel. The Debtor tapped Kelly Hart & Hallman LLP/Kelly Hart & Pitre as its special counsel. CBAK ENERGY: Receives Noncompliance Notice from Nasdaq ------------------------------------------------------ CBAK Energy Technology, Inc., received a letter from the staff of The Nasdaq Stock Market LLC on April 24, 2019, providing notification that the Company no longer complies with the $50 million in total assets and total revenue standard for continued listing on The Nasdaq Global Market under Nasdaq's Listing Rule 5450(b)(3)(A) and that the Company also does not comply with either of the two alternative standards of Listing Rule 5450(b), the equity standard and the market value standard. The notification of noncompliance has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Market. In accordance with Nasdaq Listing Rules, the Company has 45 calendar days following the date of the notification, or no later than June 10, 2019, to submit a plan to regain compliance with Nasdaq's applicable listing standards. If the plan is accepted by Nasdaq, the Company will have 180 calendar days from the date of the notification to evidence compliance with an applicable listing standard. If Nasdaq does not accept the Company's plan, it will have the opportunity to appeal that decision to a Hearings Panel of Nasdaq. If the Company is not able to achieve compliance with an applicable listing standard under Listing Rule 5450(b) in accordance with the above procedure, the Company may be eligible to transfer the listing for its common stock to the Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirements for the Nasdaq Capital Market. The Company intends to monitor the market conditions of its listed securities and the other requirements under the Nasdaq listing standards and may, if appropriate, consider implementing available options to regain compliance under the Nasdaq Listing Rules. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $1.95 million for the year ended Dec. 31, 2018, compared with a net loss of $21.46 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $127.6 million in total assets, $127.3 million in total liabilities, and $327,299 in total equity. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, 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 a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2018. All these factors raise substantial doubt about its ability to continue as a going concern. CBCS WASHINGTON: Seeks to Hire Teneo Capital as Financial Advisor ----------------------------------------------------------------- CBCS Washington Street LP seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Teneo Capital LLC as its financial advisor, investment banker and structured insurance advisor effective March 12. The firm will provide these services: (a) assist the Debtor in preparing financial analyses for its stakeholders; (b) review and analyze the Debtor's business and financial projections; (c) assist the Debtor in identifying and evaluating candidates for any potential financing or structured insurance solutions; (d) solicit interest from third parties in connection with a financing or structured insurance solutions; (e) coordinate meetings with third parties and the Debtor to support due diligence; (f) advise the Debtor in connection with the negotiations and consummation of any financing or structured insurance solutions; (g) provide testimony within Teneo's area of expertise as requested; and (h) work with other professionals with the agreement of and at the direction of the Debtor, including accountants and legal advisers to assist in consummating a financing or structured insurance solution. Teneo's customary hourly billing rates are: Senior Managing Directors $900 - $950 Managing Directors $800 - $900 Directors and Equivalents $675 - $795 Associates $575 - $670 Analysts $475 - $570 Administrative Staff $175 - $325 The firm will also be entitled to fees in connection with any financing obtained: i. 0.90% of any senior secured debt financing commitment, provided however, that if the "designated parties" provide senior secured debt financing commitment, then the financing fee payable on the designated parties' senior secured debt commitment shall be 0.10%; ii. 1.50% of any mezzanine debt financing commitment; iii. 3.0% of any equity financing; iv. 1.25% of the face value of any insurance policy or surety bond obtained by the Debtor in connection with any insurance product that enhances its credit for purposes of implementing any financing obtained by the Debtor or the construction of its property. Christopher Wu, senior managing director of Teneo, attests that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher K. Wu Teneo Capital LLC 601 Lexington Avenue, 45th Floor New York, NY 10022 Phone: 212-886-1600 Fax: 212-886-9399 About CBCS Washington Street CBCS Washington Street LP is a partnership and a lessee under an Agreement of Lease dated June 19, 2013 with 445 Washington LLC for the parcels of real property located in New York. The Debtor is currently developing the premises into a 96-room luxury hotel under the "Hotel Barriere Le Fouquet" brand. Based in White Plains, N.Y., CBCS Washington Street filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22607) on March 12, 2019. In its petition, the Debtor disclosed $40,500,496 in assets and $17,201,731 in liabilities. The petition was signed by Ivaylo V. Ninov, authorized representative of Washington Street Hotel GP LLC, GP. The Hon. Robert D. Drain oversees the case. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's bankruptcy counsel. CELADON GROUP: Resolves DOJ and SEC Investigations -------------------------------------------------- Celadon Group, Inc. has reached resolutions with the U.S. Department of Justice, Criminal Division, Fraud Section, the U.S. Attorney's Office for the Southern District of Indiana, and the U.S. Securities and Exchange Commission related to previously disclosed investigations. The investigations related to conduct that occurred prior to the hiring of the Company's current chief executive officer, chief financial officer, and chief accounting officer. Company Commentary Chief Executive Officer, Paul Svindland, commented: "The settlements with DOJ and SEC mark an important milestone. We have now settled the governmental investigations and other legal proceedings related to the events that arose under prior management. We appreciate the government's recognition of the significant changes we have made, our ongoing commitment to legal and regulatory compliance, and our significant cooperation in the investigations. With these legal issues resolved, we will focus on continuing to strengthen our corporate controls and procedures and pursuing a long-term capital structure and the operational turnaround of our core, asset-based truckload transportation business." Summary of Settlement Terms On April 24, 2019, the Company entered into a Deferred Prosecution Agreement with the DOJ. The DPA will remain in effect through June 30, 2024, unless terminated earlier or extended. In conjunction with the DPA, the DOJ filed a criminal information alleging a single-count of conspiracy to commit securities fraud and the falsification of books, records, and accounts. Subject to the Company's compliance with the DPA, the DOJ has agreed to dismiss with prejudice this criminal information upon expiration of the DPA. The Company has agreed over the course of the DPA's term to pay restitution in the amount of $42,245,302 and related administration expenses. Subject to compliance with the DPA and SEC Consent, no additional payments are required by the Company. The Company will receive credit toward the Restitution Amount for amounts paid directly to shareholders pursuant to the Company's prior settlement of civil shareholder class action litigation. The Company expects such amount to range between $3.5 million and $3.75 million depending on administrative costs, leaving an approximately $38.5 million expected balance of the Restitution Amount. The DPA requires an initial payment of $5.0 million within 90 days and final payment of any remaining balance on June 30, 2024. Additionally, on or prior to October 28 of calendar years 2020-2023, the Company will pay toward the Restitution Amount 50% of any remaining excess cash flow (as defined in the then-effective credit agreements, "ECF") generated during the fiscal year (ended June 30) immediately preceding such dates, after first paying all expenses and making all required payments (including ECF payments) to the Company's term loan and revolving lenders. The DPA does not require payment of any criminal fine. Under the DPA, the Company also is required to continue to cooperate with the DOJ with respect to related matters, continue the implementation of a compliance and ethics program designed to prevent and deter violations of anti-fraud, reporting, or books and records provisions of the federal securities laws, and to report at least annually to the DOJ with respect to the remediation and implementation of the Company's corporate compliance program and internal controls, and policies and procedures. There is no independent monitor requirement. On April 24, 2019, the Company also agreed to settle with the SEC by consenting to the entry of a final judgment that permanently restrains and enjoins the Company from violating Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and applicable rules. The Consent and related judgment, upon entry by the Court, orders the Company to disgorge $7,541,633.70, but provides that this obligation is satisfied in full by the Company's payment of the Restitution Amount pursuant to the DPA. The Consent also requires the Company to remediate by Sept. 30, 2019 the deficiencies in its internal control over financial reporting that constituted material weaknesses as identified in the Company's Form 8-K dated March 30, 2019. About Celadon Celadon Group, Inc. -- http://www.celadongroup.com/-- provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including logistics, warehousing, and distribution. The Company is headquartered in Indianapolis, Indiana. In a press release dated April 2, 2018, Celadon stated that based on issues identified in connection with the Audit Committee investigation and management's review, financial statements for fiscal years ended June 30, 2014, 2015, 2016, and the quarters ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new senior management team, led by the Company's new chief financial officer and new chief accounting officer, commenced a review of the Company's current and historical accounting policies and procedures. The internal investigation and management review have identified errors that will require adjustments to the previously issued 2014, 2015, 2016, and 2017 financial statements. The New York Stock Exchange notified the Securities and Exchange Commission on April 18, 2018 of its intention to remove the entire class of the common stock of Celadon Group, Inc. from listing and registration on the Exchange on April 30, 2018, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. The Exchange reached its decision to initiate delisting proceedings because the Company was delayed in re-filing with the Commission its withdrawn June 30, 2016 Form 10-K, and Form 10-Q filings for March 31, 2016, June 30, 2016 and Sept. 30, 2016; and is also delayed in filing its Form 10-Q filings for March 31, 2017, June 30, 2017 and Sept. 30, 2017. The Company informed the NYSE that it will not be able to complete the Late SEC Filings by May 2, 2018, the maximum allowable trading period under Section 802.01E of the NYSE's Listed Company Manual. The Exchange, on April 3, 2018, determined that the Common Stock of the Company should be suspended from trading, and directed the preparation and filing with the Commission of this application for the removal of the Common Stock from listing and registration on the Exchange. The Company was notified by phone and letter on April 2, 2018. Pursuant to the authorization, a press release regarding the proposed delisting was issued and posted on the Exchange's website on April 3, 2018. Trading in the Common Stock was suspended prior to market open on April 3, 2018. The Company had a right to appeal to a Committee of the Board of Directors of the Exchange the determination to delist the Common Stock, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. The Company did not file such request within the specified time period. CHARLES F. HAMBLEN: Case Summary & 2 Unsecured Creditors -------------------------------------------------------- Debtor: The Charles F. Hamblen Post 37 American Legion Department of Florida, Inc. aka American Legion of St. Augustine, Inc. P.O. Box 2204 St. Augustine, FL 32085 Business Description: The Charles F. Hamblen Post 37 American Legion Department of Florida, Inc. is a not- for-profit veterans organization. Chapter 11 Petition Date: April 26, 2019 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Case No.: 19-01563 Debtor's Counsel: Justin M. Luna, Esq. LATHAM, SHUKER, EDEN & BEAUDINE, LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: jluna@lseblaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mike McDaniel, adjutant. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-01563.pdf CHARTER NEX: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on Charter NEX US Inc., which recently announced its plan to acquire Next Generation Films Inc. (NextGen), to stable from negative. The rating agency also revised its outlook on the company's subsidiary Charter NEX US Holdings Inc. to stable from negative. Meanwhile, S&P affirmed its 'B' issuer credit rating on the company as well as its 'B' issue-level rating on the company's existing $610 million first-lien term loan and existing $75 million revolving credit facility (to be upsized to $100 million as part of this transaction). S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $660 million incremental first-lien term loan. The rating agency said the acquisition of NextGen modestly improves its competitive advantage, increasing its market share and expanding customer diversification and scale in specialty films. S&P expects improving operating trends, leverage decreasing below 7x in the next 12 months, and decent free cash flow generation, which support the outlook revision to stable from negative. While S&P expects leverage to be elevated initially at about 8x, the rating agency expects the incremental EBITDA from NextGen and healthy organic growth should support a decrease in leverage to below 7x in the next 12 months. After initially high leverage, S&P expects the incremental EBITDA from NextGen and healthy organic growth should support a decrease in leverage in the next 12 months. Based on its forecasts, the rating agency believes the adjusted debt to EBTIDA should fall below 7x in that period. "We could lower our ratings on CNEX if its adjusted debt to EBITDA remains above 7x on a sustained basis with no clear prospects for improvement. This could occur if the company fails to integrate and realize synergies of this acquisition and additional capacity expansion does not translate into increased EBITDA," S&P said. The rating agency said it could also lower its ratings if the company pursues a more aggressive financial policy such as a debt-funded dividend to its owners that prevents it from improving leverage below 7x in the next 12 months. "While unlikely, we could raise the ratings on CNEX if the company's credit metrics strengthen materially over the next year and we believe that its financial sponsors are committed to maintaining a less aggressive financial policy with sustained adjusted debt to EBITDA below 5x," S&P said. COFFEESMITHS COLLECTIVE: Turner Stone Raises Going Concern Doubt ---------------------------------------------------------------- The Coffeesmiths Collective, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a total comprehensive loss of $2,284,758 on $10,049,846 of net revenue for the year ended Dec. 31, 2018, compared to a total comprehensive loss of $315,642 on $2,066,111 of net revenue for the year ended in 2017. The audit report of Turner, Stone & Company, L.L.P. states that the Company has suffered recurring losses from operations since inception and has a working capital deficiency both of which raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $22,046,927, total liabilities of $6,625,583, and a total shareholders' deficit of $3,113,896. A copy of the Form 10-K is available at: https://is.gd/3nBWde The Coffeesmiths Collective, Inc., through its subsidiary, Department of Coffee and Social Affairs Limited, owns and operates coffee shops. The Company's stores sell proprietary coffee and related products, as well as complementary food and snacks. The Company was formerly known as DOCASA, Inc. and changed its name to The Coffeesmiths Collective Inc. in December 2018. The Company is headquartered in Schaumburg, Illinois. CORELLE BRANDS: S&P Affirms 'B+' ICR on Merge; Outlook Stable ------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on U.S.-based Corelle Brands Holdings Inc., which recently merged with Canada-based Instant Brands in a transaction valued at roughly $1 billion. The transaction is being funded through a $243 million subordinated seller note, $100 million bridge loan, and equity with Instant Brand owners receiving roughly 35% ownership of the combined entity. Meanwhile, S&P raised its issue-level rating on the company's $200 million senior secured term loan B due 2024 to 'BB' from 'BB-' and revised the recovery rating to '1' from '2'. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery of principal for term loan lenders in the event of default. "The affirmation reflects our generally positive view of the merger, which offers a favorable growth outlook and deleveraging prospects for the combined entity, but also reflects the risk of Instant Brands' relatively limited track record. The merger with Instant Brands provides Corelle with significantly more favorable growth prospects primarily driven by the addition to its product portfolio of Instant Pot, an electronic pressure cooker," S&P said. "The Instant Pot product has been extremely successful over the last three years through the e-commerce channel and has been the bestselling product on Amazon Prime Day three years in row leading the company to more than double its revenue base each of those years. We believe that Instant Brands will benefit from Corelle Brands international's supply chain and customer relationships to still achieve double-digit growth over the next two years," the rating agency said. The merger also greatly enhances the scale and margin profile of Corelle Brands with pro forma revenues of $1.2 billion as of year-end 2018 and adjusted EBITDA margins near 20% from approximately 13% for the legacy Corelle Brands business, according to S&P. The rating agency, however, said the combined entity still has narrow focus in the highly competitive dinnerware and small appliance categories, which face exposure to changing consumer preferences and offer limited organic growth prospects for the legacy Corelle Brands business. Furthermore, S&P expects 2019 to continue to be a transition period for Corelle Brands as it further rationalizes its store base and SKU offerings aiming at better profitability but lower sales in the near term. S&P said the stable outlook reflects its expectation that leverage will be in the 3x area in the near term, while recognizing that execution risk remains high as the company attempts to seamlessly integrate Instant Brands, while meeting its outsized demand and achieving synergies. Furthermore, leverage will likely be managed between 4x to 5x over the intermediate term under Cornell Capital's ownership as the company continues to pursue acquisitions, according to the rating agency. "We could raise the rating if the company successfully integrates Instant Brands and generates significant free cash flow, leading to leverage below 4x on a sustained basis in conjunction with the sponsors' commitment to maintain leverage at those levels. Alternatively, we could also raise the rating if we favorably reassess our view of the company's business risk, which could occur if the company increases its current revenue base and scale while significantly improving its product diversity commensurate with higher rated peers," S&P said. "We could consider lowering the ratings if operating performance deteriorates because of integration challenges with Instant Brands or because of an increasing competitive environment leading to a major drop in profitability and leverage sustained above 5x or sustained negative free operating cash flow (FOCF) generation. We could also lower the ratings if the company significantly increases its debt through a debt-financed acquisition or dividend resulting in leverage being sustained above 5x," S&P said. CORVALLIS FEED: Case Summary & 8 Unsecured Creditors ---------------------------------------------------- Debtor: Corvallis Feed & Seed Inc. 3390 Highway 3 East, Suite 2 Kalispell, MT 59901 Business Description: Corvallis Feed & Seed Inc. owns and operates a farm store that offers pet foods & supplies, hardware, electric fencing materials, livestock supplies, and lawn & garden supplies. Corvallis Feed and Seed was founded in 1940. http://www.corvallisfeed.com/ Chapter 11 Petition Date: April 26, 2019 Court: United States Bankruptcy Court of Montana District of Montana (Butte) Case No.: 19-60386 Debtor's Counsel: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN Ste 300, The Fratt Bldg 2817 2nd Ave N Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 Email: apatten@ppbglaw.com Total Assets: $1,572,425 Total Liabilities: $2,175,200 The petition was signed by Timothy R. Birk, president. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/mtb19-60386.pdf CRIDER AVENUE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Crider Avenue Properties, LLC 360 Crider Avenue Moorestown, NJ 08057 Business Description: Crider Avenue Properties, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 25, 2019 Court: United States Bankruptcy Court District of New Jersey (Camden) Case No.: 19-18343 Judge: Hon. Andrew B. Altenburg Jr. Debtor's Counsel: Paul J. Winterhalter, Esq. OFFIT KURMAN, P.A. 1801 Market Street, Suite 2300 Philadelphia, PA 19103 Tel: 267-338-1370 Fax: 267-338-1335 E-mail: pwinterhalter@offitkurman.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald Brodie, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-18343.pdf CTI FOODS: Court Confirms Prepackaged Plan, Approves Disclosures ---------------------------------------------------------------- Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware, on April 18, issued a findings of fact, conclusions of law, and order approving the disclosure statement and confirming the joint prepackaged plan of reorganization of CTI Foods, LLC, and its debtor affiliates. To the extent that any objections to approval of the Disclosure Statement or confirmation of the Plan or other responses or reservations of rights with respect to confirmation of the Plan have not been withdrawn prior to entry of this Order, those objections are overruled on the merits and denied. The United States objected to the Disclosure Statement and Plan, complaining it has not been afforded adequate notice to determine its interests in these bankruptcy cases and to gauge the effect of the Plan on those interests. Specifically, the United States objected to the definition of "Allowed" in Article I, Section 1.1 of the Plan, which provides in pertinent part that a claim shall be Allowed only if the Debtors and the creditor agree to the amount of the claim, if the claim is determined by a Final Order, if it is expressly allowed by the Plan or if it is listed the Debtor's Schedules. The United States also objected to Section 10.3's discharge of "rights and liabilities" and Section 10.6's enjoining of "any suit, action, or other proceeding of any kind." Section 1141(d) (1) of the Bankruptcy Code provides that "the confirmation of a plan . . . . discharges the debtor from any debt that arose before the date of such confirmation." Prior to the Plan Confirmation Hearing, the Debtor filed a Second Plan Supplement -- the New Director Disclosure -- a full-text copy of which is available at https://tinyurl.com/yxdpa8wp from PacerMonitor.com at no charge. About CTI Foods Based in Saginaw, Texas, CTI Foods, LLC, aka Chef Finance Sub, LLC, and 16 of affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 19-10497) on March 11, 2019. CTI Foods -- http://www.ctifoods.com-- is an independent provider of custom food solutions to major chain restaurants in North America. With a focus on blue-chip customers, CTI supplies food products to some of the most recognized restaurants in the country, including several of the top hamburger, sandwich, and Mexican restaurant chains. CTI was first formed in 1984 as SSI Food Services, LLC and began as a protein processor for a quick service hamburger chain with a single production facility in Wilder, Idaho. In total, CTI directly employs approximately 1,900 personnel. The Debtors are represented by Matthew S. Barr, Esq., Ronit J. Berkovich, Esq., and Lauren Tauro, Esq., at Weil, Gotshal & Manges LLP, in New York; and M. Blake Cleary, Esq., Jaime Luton Chapman, Esq., and Shane M. Reil, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' financial advisor is Alixpartners, LLC. The Debtors' investment banker is Centerview Partners LLC. The Debtors' claims, noticing, and solicitation agent is Prime Clerk LLC. The Debtors had $667 million in total assets at Dec. 28, 2018, and $655 million in total liabilities at Dec. 28, 2018. The petition was signed by Kent Percy, chief restructuring officer. DELUXE ENTERTAINMENT: S&P Says 'B-' Ratings Remain on Watch Neg. ---------------------------------------------------------------- S&P Global Ratings said its 'B-' ratings on Burbank, Calif.-based Deluxe Entertainment Services Group Inc. remain on CreditWatch with negative implications. Deluxe obtained an extension for its covenant on its current credit agreement until May 15, 2019. S&P said it does not expect the company to meet its covenant compliance without an amendment or refinancing, adding that the company must complete its refinancing plans by May 15, 2019, to ensure it does not breach its covenants, which would result in a technical default according to the rating agency's criteria. Deluxe owner MacAndrew & Forbes (MAFCO) contributed $60 million capital in the first quarter of 2019 to support the company's liquidity and operations, and committed to additional capital support over the next six weeks. S&P said the capital injections should alleviate immediate liquidity needs and allow Deluxe to continue implementing its cost-cutting strategy. The rating agency believes MAFCO's incremental capital injections make it significantly more likely that a refinancing deal will be completed. Deluxe continues to reduce its cost base by increasing utilization of its offshore capabilities for post-production work and through development of its Deluxe One platform. Deluxe One provides services across its creative and distribution segments on a single, unified platform, making opportunities for increased efficiencies and allowing it to offer integrated solutions to its clients. S&P expects this platform to allow Deluxe to significantly reduce its internal cost structure across all its business segments. S&P expects Deluxe will continue to incur additional investment and restructuring expenses during this transition. "The CreditWatch reflects our view that if Deluxe cannot launch its refinancing in the near term, we may take a rating action, including a downgrade of up to two notches as previously indicated. We expect Deluxe to refinance its capital structure, such that we do not expect a covenant breach over the next 12-18 months, and extend its debt maturities at least two years beyond May 15, 2019, to avoid a covenant breach," S&P said. The refinancing should also ensure adequate liquidity to cover interest expense and mandatory amortization payments, according to the rating agency. DIAMONDS & DIAMONDS: Court Rejects WGD's Post-Judgment Bid ---------------------------------------------------------- Creditor World's Gold & Diamond, Inc. filed post-judgment motions requesting additional facts or conclusions of law with respect to the Court's Order denying its motion to dismiss Diamond & Diamonds, Inc.'s case for failure to file a small-business plan within the statutory period and the Court's finding that the Debtor is not a small business debtor within the meaning of 11 U.S.C section 101. Upon review, Bankruptcy Judge Mildred Caban Flores denied WGD's post-judgment motions. WGD filed a motion to add or amend findings regarding the Court's bench order dated July 31, 2018. WGD requests the Court to add new or amended findings because they allegedly "[(1)] pertain to material facts proven during the hearing, or [(2)] material facts and legal conclusions that WGD did not have an opportunity to present because the Court ruled before the parties raised or argued the issues at the hearing." WGD relies on Fed. R. Bankr. P. 7052 and Fed. R. Bankr. P. 7046 as its legal basis for the relief requested. WGD's arguments are threefold: First, WGD argues that Claim No. 5 is contingent because it is based on Debtor's conditional guaranty should a third party--San Juan Office Center, Inc.--default under the original note obligations. WGD cites In re Piovanetti, 496 B.R. at 63 in reliance for the proposition that a debt is contingent if the debtor's liability stems from a joint and several guaranty. Second, WGD also argues that the Puerto Rico Civil Code's provisions on guaranty or surety, under 31 P.R. Laws. Ann. Section 4871, are controlling on the contingency aspect of Claim No. 5. Lastly, it argues that Claim No. 5 is unliquidated because Banco Popular did not attach the notes corresponding to Claim No. 5. WGD implies that the Court raised the nature of Claim No. 5 sua sponte the day of the hearing. As mentioned, both parties briefed the Court on this issue in the days following up to the hearing. Debtor raised it as a defense to the motion to dismiss for failure to file a timely small business plan. WGD attempted to rebut the defense by arguing that Claim No. 5 was contingent based on its characterization of said claim as a "guarantee." WGD provided the Court with an analysis based on Debtor's schedules filed on Docket Nos. 14 & 38 for unsecured, noncontingent, liquidated claims in the case; it computed a total amount of $693,032.67, causing it to fall within the definition of a small business debtor. The parties actually referenced to and argued the contents of Claim No. 5 at the hearing. Based on the parties' written and oral arguments at the hearing, the Court ruled that Debtor was not a small business debtor because Claim No. 5 was not contingent, thereby exceeding the amount of "noncontingent liquidated secured and unsecured" debts as of the date of the filing of the petition, pursuant to 11 U.S.C. section 101(51D). This proposed amendment does not seek to correct a "manifest error" of fact. WGD's proposed finding is an improper characterization of the events that transpired leading to and at the July 31, 2018 hearing, and as such, is denied. Next, WGD states that the original note documents missing from Claim No. 5 should be considered as a factual finding. The Court understands that this proposed amendment does not seek to correct a "manifest error" of fact but to object to the evidence the Court considered to reach its factual findings pertaining to Claim No. 5. Although the main note documents do not appear attached to the claim, Banco Popular attached the "Unlimited Continuing Guaranty" and the amendment to the note documents referring to the amounts due under the original notes as part of Claim No. 5. These note amendments contain the amounts due under the notes, which permit the Court to ascertain the amount due and payable under the notes. As set out in detail below, Claim No. 5 is liquid. As such, WGD's objection is overruled. The Court concludes that the Debtor met its burden in demonstrating that it is not a small-business debtor within the meaning of the Bankruptcy Code, given that section 101(51D) excludes from its definition any debtor with "aggregate noncontingent liquidated secured and unsecured debts as of the date of the filing of the petition or the date of the order for relief in an amount not more than $2,566,0501. . ." WGD's post-judgment motion, as supplemented, is denied. A copy of the Court's Opinion and Order dated April 16, 2019 is available at https://tinyurl.com/y6a42nw4 from Pacermonitor.com at no charge. About Diamond & Diamonds Inc. Diamond & Diamonds, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04882) on July 10, 2017. Magaly E. Hernandez Leon, vice-president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. Hector Figueroa Vincenty, Esq., represents the Debtor as bankruptcy counsel. DIGITAL ROOM: Moody's Cuts CFR to B3 on Planned Debt Refinance -------------------------------------------------------------- Moody's Investors Service downgraded Digital Room Holdings, Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. Concurrently, Moody's assigned a B2 rating to DRI's proposed senior secured first lien credit facilities, comprised of a $280 million term loan and a $30 million revolver, and a Caa2 rating to the company's proposed $85 million second lien term loan. The rating action was driven by DRI's announced plans to refinance the company's existing debt and fund a distribution to shareholders, resulting in an increase in debt leverage of nearly 2 turns. Upon completion of this transaction, Moody's expects DRI's existing debt to be repaid and ratings on these instruments to be withdrawn. The ratings outlook is stable. Moody's downgraded the following ratings: Corporate Family Rating- Downgraded to B3 from B2 Probability of Default Rating- Downgraded to B3-PD from B2-PD Moody's assigned the following ratings: Senior Secured First Lien Revolving Credit Facility expiring 2024 -- B2 (LGD3) Senior Secured First Lien Term Loan due 2026 -- B2 (LGD3) Senior Secured Second Lien Term Loan due 2027 -- Caa2 (LGD5) Outlook is Stable RATINGS RATIONALE DRI's B3 CFR is constrained by the company's elevated pro forma debt leverage of approximately 7 turns (Moody's adjusted for operating leases) at the end of 2018, small size, potential competitive pressures from larger commercial printers and web based rivals, and exposure to cyclicality in the print advertising market. The potential for additional debt-funded acquisitions and equity distributions to the company's private equity shareholders adds further uncertainty. The risks associated with DRI's credit profile are partially offset by the company's strong presence in the expanding online short-run print market as well as its strong customer relationships and retention rates which contribute to revenue predictability. Additionally, the company's modest capital budget should contribute to healthy free cash flow generation. The B2 ratings for DRI's proposed first lien bank debt reflect the borrower's B3-PD PDR and a Loss Given Default assessment of LGD3 for the first lien bank credit facility. The first lien ratings on the proposed bank debt are one notch higher than the CFR and take into account the debt's priority in the collateral and senior ranking in the capital structure relative to DRI's proposed second lien debt. The proposed second lien credit facility is rated Caa2 (LGD5) reflecting its junior collateral position. Although DRI's pro forma cash balance will be nominal following the completion of the refinancing, the company's adequate liquidity is supported by Moody's expectation of free cash flow generation approaching 5% of debt over the next 12 months. The company's liquidity is also bolstered by an undrawn $30 million revolving credit facility. DRI's proposed bank loans are expected to be subject to a financial maintenance covenant based on a maximum leverage ratio. Moody's believes the company will remain comfortably below the maximum levels allowed by this limitation over the next 12-18 months. The stable outlook reflects Moody's expectation that DRI will generate mid-single digit organic revenue growth and adjusted EBITDA over the next 12 months principally driven by the ongoing secular expansion of the online short-run print market which increasingly offers superior efficiency and economics relative to legacy printing solutions. Debt leverage is projected to contract modestly during this period towards the 6.5 turns level by the end of 2019. The rating could be upgraded if DRI profitably expands its scale and continues to generate healthy free cash flow while adhering to a conservative financial policy, resulting in debt to EBITDA sustained (Moody's adjusted) below 6.5 turns. The rating could be downgraded if DRI were to experience a weakening competitive position, free cash flow deficits on a sustained basis, or the company maintains aggressive financial policies that prevent meaningful deleveraging. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DRI, owned by H.I.G. Capital ("HIG"), is a leading e-commerce provider in the online short-run print market. Moody's forecasts DRI to generate revenues of approximately $230 million in 2019. DOW RUMMEL: Fitch Affirms BB Ratings on 2016/2017 Revenue Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following bonds issued by the City of Sioux Falls, SD on behalf of Dow Rummel Village (Dow Rummel): -- $22.350 million revenue refunding bonds, series 2016; -- $29.140 million revenue bonds, series 2017. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of Dow Rummel's gross revenues, a first mortgage lien and a debt service reserve fund equal to maximum annual debt service (MADS). KEY RATING DRIVERS CAMPUS EXPANSION PROJECT COMPLETE: Dow Rummel's campus expansion project opened in January 2019, adding 17 new memory care and 30 high-acuity assisted living units (ALU). The project was completed on time and on budget and its current occupancy is ahead of original projections. Dow Rummel's renovation of existing common space is underway and expected to be completed in October 2019. This project is currently progressing ahead of schedule and approximately $2 million under budget. WEAK LONG-TERM LIABILITY PROFILE: Dow Rummel's long-term liability profile remains weak. MADS at 25.2% of fiscal 2018 revenues (year-end April 30) and debt-to-net available of 17.3x as of Jan. 31, 2019 indicate a very high debt burden. ADEQUATE OPERATING PROFILE: Dow Rummel operates in a very competitive environment for senior living in Sioux Falls, but continues to maintain strong occupancy and an active waiting list. Fitch has some concerns about Dow Rummel's location and physical plant aesthetics as a potential hindrance to future marketing efforts, although its favorable reputation and position as one of only three retirement facilities in its primary market area (PMA) to provide a skilled nursing facility (SNF) as part of its continuum are noted positively. SOLID FINANCIAL PROFILE: Operating and liquidity metrics remain solid for the rating level following completion of the expansion project. Unrestricted cash and investments deteriorated modestly in fiscal 2018, due primarily to Dow Rummel's equity contribution to the project, but have recovered in the first nine months of fiscal 2019. Liquidity ratios in both fiscal 2018 and the nine month interim are consistent with the rating level. ASYMMETRIC RISK FACTORS: There were no asymmetric risk factors applied in the rating determination. RATING SENSITIVITIES OPERATING PROFILE MAINTENANCE: The 'BB' rating assumes that Dow Rummel Village's current operating profile, characterized by high occupancy and solid operating metrics, remains stable and that project performance will be in line with forecasts. A deviation from this performance could pressure the rating, given Dow Rummel's very high long-term liability profile. CREDIT PROFILE Dow Rummel is a type-C life plan community (LPC) situated on 13.2 acres in Sioux Falls, SD. Following its campus expansion, Dow Rummel now consists of 114 independent living units (ILU), 31 ILU/ALU 'flex' apartments, 34 ALUs, 30 memory care units, 30 high-acuity ALUs and a 50-bed SNF. Dow Rummel offers both entrance fee and rental-only contract options. More than 90% of ILU residents pay an entrance fee. Entrance fee residents also pay a monthly service fee. ILU entrance fees are up to 70% refundable, declining 5% per year, with refunds payable upon re-occupancy of the unit and receipt of a new entrance fee. Fitch believes Dow Rummel's entrance and monthly service fees are competitive for the market. CAMPUS EXPANSION PROJECT Proceeds from the series 2017 bonds were used to fund the second phase of Dow Rummel's two-phased capital plan. The first phase was funded with the series 2016 bond issuance, which refinanced all of Dow Rummel's previously outstanding debt. The phase II capital project included the construction of a two-story building that houses 30 memory care units (17 net new) and 30 high-acuity ALUs on Dow Rummel's existing campus. The new ALU building was constructed on the former site of nine ILU garden cottages, which were demolished. The phase II project also includes expansion and renovations to Dow Rummel's 'Village Center' and other common areas, which are currently underway and expected to be completed in October 2019. The new ALU building opened in January 2019, consistent with its original timeline. Total cost for the project was about $35.6 million, in line with its original budget, of which approximately 80% was funded with the proceeds of the series 2017 bonds, with the balance coming from a combination of fundraising and a $6 million equity contribution. Management reports that expansion project units are currently about 51% occupied, which is moderately ahead of original feasibility projections. Once stabilized, Fitch expects the additional units to be modestly accretive to Dow Rummel's cash flow, factoring in the additional costs associated with staffing and maintaining high-acuity and memory care ALUs. The addition of the combined 47 units is projected to add approximately $900,000 to EBITDA in fiscal 2022. COMPETITIVE MARKET Dow Rummel operates in a very competitive environment for retirement facilities in Sioux Falls. There are nine comparable retirement facilities in its PMA, including one large community that opened a couple of years ago, and ongoing expansion and renovation projects at several competitors. Dow Rummel's favorable reputation, strong historical utilization and position as one of only three area facilities to offer a SNF all help to maintain its competitive position within the market. However, Fitch has concerns about Dow Rummel's location in the industrial, north side of Sioux Falls, and its mature physical plant appearance as a potential hindrance to marketing efforts over a long-term time horizon. Dow Rummel's average age of plant was high at 14.5 years in fiscal 2018, unfavorable compared with Fitch's below-investment grade median of 11.9 years, but expected to moderate to a certain degree following the opening of the new ALU building. SOLID OPERATIONAL PERFORMANCE Historically solid operations have been supported by high occupancy across all three levels of care. An average of approximately 97% of ILUs, 92% of ALUs (including memory care units) and 99% of SNF beds were occupied in fiscal 2018. Average occupancy of total ALU and memory care units dipped to about 62% as of Jan. 31, 2019, but this primarily reflects the opening of the new expansion units. Dow Rummel also maintains a solid ILU waiting list totaling 44 prospective residents, indicating strong demand. Dow Rummel's operating performance has remained solid for the rating level following the opening of the expansion project. Operating ratios of 95% in fiscal 2018 and 93.1% as of the third quarter of fiscal 2019 compare very favorably with the below-investment-grade median of 101.6%. The respective net operating margin-adjusted (NOMA) of 18.7% and 16.7% are consistent with Fitch's below-investment-grade category median of 18.3%. Unrestricted cash and investments declined modestly to about $13.6 million as of fiscal year-end 2018 from about $16.1 million at the end of fiscal 2017, due primarily to Dow Rummel's equity contribution to the project, but have recovered to about $15.2 million as of Jan. 31, 2019. Liquidity ratios of 399 days cash on hand (DCOH) and 26.4% cash-to-debt in fiscal 2018 and 418 DCOH and 24.8% cash-to-debt in the third quarter of fiscal 2019 remain consistent with the rating level. MADS coverage was 1.0x in both fiscal 2018 and the third quarter of fiscal 2019. Revenue-only MADS coverage improved to 0.9x in the third quarter of fiscal 2019 from 0.6x in fiscal 2018, both consistent with Fitch's below-investment-grade median of 0.8x. Based on its covenant calculation, Dow Rummel's actual annual debt service coverage ratio was 1.85x as of Jan. 31, 2019. Dow Rummel is tested on actual annual debt service, which was lower than MADS during the construction period due to capitalized interest. Management reports that they are meeting, if not exceeding all financial covenants related to the series 2016 and 2017 bond issuances. LONG-TERM LIABILITY PROFILE The series 2016 and 2017 bonds represent all of Dow Rummel's currently outstanding debt. Dow Rummel has neither variable rate debt, nor swap exposure. The series 2017 borrowing resulted in a very high debt burden and considerably weak long-term liability profile, reflected in ratios of 25.2% MADS to fiscal 2018 revenues and debt-to-net available of 17.3x for the third quarter ended Jan. 31, 2019. DXI ENERGY: MaloneBailey LLP Raises Going Concern Doubt ------------------------------------------------------- DXI Energy Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a comprehensive loss of CA$10,459,000 on CA$1,951,000 of gross revenue for the year ended Dec. 31, 2018, compared to a comprehensive loss of CA$6,182,000 on CA$2,816,000 of gross revenue for the year ended in 2017. The audit report of MaloneBailey, LLP, states 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. The Company's balance sheet at Dec. 31, 2018, showed total assets of CA$3,165,000, total liabilities of CA$11,348,000, and CA$8,183,000 in total shareholders' deficit. A copy of the Form 20-F is available at: https://is.gd/gE7div DXI Energy Inc. operates as an upstream oil and gas exploration and production company. The Company acquires and develops energy resources. DXI Energy manages properties in Colorado's Piceance Basin and the Peace River Arch region in British Columbia. EMERALD ISLES: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 21, objects to the Disclosure Statement filed by creditor, Jack Arrants, for Emerald Isles Holdings, LLC, The UST complains that the Disclosure Statement and Plan filed by Arrants provide for the liquidation of the Debtor's assets by a "Court ordered sale," however, no detail or mechanism is set forth for scheduling or conducting a sale of the assets. The UST further complains that the Disclosure Statement: a. does not provide any information regarding what assets the Debtor owns, what will be sold, the estimated value of the assets, or the amount of expected proceeds from a sale of the assets; b. does not include an adequate accurate liquidation analysis; and c. does not provide for payment of quarterly fees to the UST until the case is dismissed, converted or closed. About Emerald Isles Holdings Emerald Isles Holdings, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04156) on July 12, 2018. In the petition signed by its president, Scot A. Lawson, the Debtor estimated assets and liabilities of less than $1 million. The Debtor is represented by Chad T. Van Horn, Esq. of Van Horn Law Group, P.A. ENERGY TRANSFER: Moody's Withdraws Ba2 Rating on Unsec. Notes ------------------------------------------------------------- Moody's Investors Service withdrew Energy Transfer LP's Ba2 unsecured notes rating following the scheduled expiration of Energy Transfer Operating, L.P.'s Consent Solicitation and Exchange Offer on March 22, 2019, and the closing of the exchange of approximately $4.2 billion ET unsecured notes into new ETO unsecured notes effective March 25, 2019. The withdrawal of the Ba2 rating on ET's notes concludes the review for upgrade under which ET was placed on August 2, 2018. RATINGS RATIONALE Following the scheduled expiration of ETO's Consent Solicitation and Exchange Offer on March 22, 2019, ET's unsecured notes were exchanged into new ETO unsecured notes effective March 25, 2019. As a consequence of the exchange, Moody's has withdrawn the ET notes rating. Withdrawals: Issuer: Energy Transfer LP. Senior Unsecured Notes, Withdrawn, previously rated Ba2 (LGD4) Outlook Actions: Issuer: Energy Transfer LP. Outlook, Changed to Rating Withdrawn from Ratings Under Review Energy Transfer LP. is the general partner of Energy Transfer Operating, L.P., which ranks among the largest US midstream master limited partnerships in terms of size, geographic reach and the operational diversification of its businesses. Both Energy Transfer LP. and Energy Transfer Operating, L.P. are headquartered in Dallas, Texas. ESTATES AT BENNETTS: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Estates at Bennetts Lane, LLC 268 Bennetts Lane Somerset, NJ 08873 Business Description: Estates at Bennetts Lane, LLC is a privately held company in Somerset, New Jersey. Chapter 11 Petition Date: April 26, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 19-18477 Judge: Hon. Christine M. Gravelle Debtor's Counsel: Joseph A. Diorio, Esq. THE LOZA LAW FIRM, LLC 9200 Academy Road Philadelphia, PA 19144 Tel: 215-317-8725 Fax: 215-359-3563 E-mail: josephdiorioesq@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dwayne Eddings, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-18477.pdf ETHEMA HEALTH: Daszkal Bolton LLP Raises Going Concern Doubt ------------------------------------------------------------ Ethema Health Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K/A, disclosing a total comprehensive loss of $8,344,685 on $432,515 of revenues for the year ended Dec. 31, 2018, compared to a total comprehensive loss of $1,379,597 on $929,416 of revenues for the year ended in 2017. The audit report of Daszkal Bolton LLP states that the Company had accumulated deficit of approximately $30.5 million and negative working capital of approximately $13.2 million at December 31, 2018, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $12,669,109, total liabilities of $20,385,062, and $7,715,953 in total stockholders' deficit. A copy of the Form 10-K/A is available at: https://is.gd/fVBtiK Ethema Health Corporation, through its wholly-owned subsidiary, GreeneStone Clinic Muskoka Inc., provides medical services to patients in a clinic located in the regional municipality of Muskoka, Canada. It offers addiction and aftercare treatment, as well as out-patient counseling, coaching, intervention, psychological assessment, and other related services. The Company was formerly known as GreeneStone Healthcare Corporation and changed its name to Ethema Health Corporation in April 2017. Ethema Health Corporation was incorporated in 1993 and is based in North York, Canada. EYEPOINT PHARMACEUTICALS: Draws Down $15MM from Credit Facility --------------------------------------------------------------- EyePoint Pharmaceuticals, Inc., pursuant to its option under its previously disclosed term loan agreement with CRG Servicing LLC dated as of Feb. 13, 2019, has consummated a draw down of a $15.0 million tranche from the Loan Agreement. As previously disclosed, the Loan Agreement provides for up to a $60.0 million term loan facility, $35.0 million of which was borrowed at closing on Feb. 13, 2019. The Initial Term Loan and the Second Tranche Term Loan each have a maturity date of Dec. 31, 2023, unless earlier prepaid. Pursuant to the Loan Agreement, and subject to the Company's achievement of certain product revenue milestones prior to March 31, 2020, and compliance with customary conditions, the Company would have the right to draw down a third tranche of up to $10.0 million. The Company used the proceeds of the Second Tranche Term Loan to make the $15.0 million milestone payment to the former Icon Bioscience, Inc. security holders that became due following the first commercial sale of DEXYCU. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. With the approval by the FDA on Oct. 12, 2018 of the YUTIQ three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye (NIPU), the Company has developed the majority of the FDA-approved sustained-release treatments for eye diseases. The Company reported a net loss of $44.72 million for the six months ended Dec. 31, 2018. For the year ended June 30, 2018, the Company reported a net loss of $53.17 million, compared to a net loss of $18.48 million for the year ended June 30, 2017. As of Dec. 31, 2018, Eyepoint had $78.16 million in total assets, $40.53 million in total liabilities, and $37.63 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. FLEXERA SOFTWARE: S&P Affirms 'B-' ICR on Debt-Funded Dividend -------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Flexera Software LLC, which plans to issue add-on first-lien and second-lien debt to fund an approximately $250 million dividend to its equity owners (Ontario Teachers' Pension Plan Board, TA Associates and company management). S&P also affirmed its 'B-' issue-level rating to the company's existing $25 million revolving credit facility and approximately $890 million of first-lien term loan debt (pro-forma for the $220 million first-lien add-on). It also affirmed its 'CCC+' issue-level rating on the company's $165 million of second-lien term loan debt (pro-forma for the $40 million second-lien add-on). "The rating on Flexera reflects our view of its financial risk, with pro forma adjusted leverage in the low-8x area upon the close of the proposed incremental debt issuance. We expect the company to generate annual free cash flow of about $40 million in 2019, and to use its free cash flow for additional tuck-in acquisitions," S&P said. The stable outlook reflects S&P's expectation that Flexera will continue to deliver consistent operating performance over the next 12 months, with modest revenue and EBITDA growth, due to continued adoption of its ITAM, SLO, and data analysis products. The rating agency also expects that the company will generate free cash flow of around $40 million over the next 12 months. "We could lower the rating if the company fails in its merger and acquisitions strategy or if there are customer and revenue losses in core business segments, resulting in weakened liquidity and negative free cash flow such that we view the capital structure as unsustainable," S&P said. "We could raise the issuer credit rating to 'B' if Flexera continues to generate EBITDA growth, uses free cash flow for debt reduction, adjusted leverage falls to less than 7x, and free cash flow to debt stays above 5%," S&P said. GREENE AVENUE: Directed to File Plan Before May 10 -------------------------------------------------- The Bankruptcy Court issued an order directing Greene Avenue Restoration II Corp. to file a proposed plan, proposed disclosure statement, and a motion seeking approval of the proposed Disclosure Statement; the proposed plan, proposed disclosure statement on or before May 10, 2019. hearing to consider approval of the Debtors' proposed disclosure statement will be held on June 12, 2019 at 02:30 PM. About Greene Avenue Restoration Corp. Greene Avenue Restoration Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-45394) on Oct. 19, 2017. Judge Carla E. Craig presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired Rosen, Kantrow & Dillon, PLLC as its legal counsel. HELIOS AND MATHESON: Interim CFO Will Get $450,000 Annual Salary ---------------------------------------------------------------- Helios and Matheson Analytics Inc. and Robert Damon, CPA have entered into a new letter agreement, pursuant to which, effective as of the pay period commencing April 1, 2019, and going forward: (i) Mr. Damon will be compensated as an employee of the Company, serving as interim chief financial officer and secretary of the Company and interim chief financial officer of MoviePass Inc. and MoviePass Ventures, LLC, with an annual salary of $450,000, rather than receiving hourly compensation as a consultant, and (ii) Mr. Damon became eligible to participate in benefits generally offered to employees of the Company. The Board of Directors of Helios and Matheson appointed Mr. Damon to serve as interim chief financial officer and secretary of the Company and chief financial officer of MoviePass Inc., MoviePass Films LLC and MoviePass Ventures, LLC, effective March 22, 2019, on an hourly consulting basis. Effective March 26, 2019, Ceasar Richbow was appointed the chief financial officer of MoviePass Films. Mr. Richbow is a certified public accountant with an LLM (Master of Laws) from NYU School of Law. He started as a senior accountant, and was promoted to Manager, at Ernst & Young in New York, New York from 1988 to 1991, and was a Senior Manager at Ernst & Young in Atlanta, Georgia from 1996 to 1997. Mr. Richbow was engaged in private practice prior to becoming the chief financial officer of MoviePass Films, first as chief financial officer of Emmett Furla Oasis Films, LLC, and then as president of Business Affairs for EFO. He is certified in financial forensics (CFF) by the American Institute of Certified Public Accountants and is also a member of the bars of New York and Georgia. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. More recently, to provide greater value to stockholders, the Company has sought to expand its business primarily through acquisitions that leverage its capabilities and expertise. The Company is headquartered in New York City, has an office in Miami Florida and has an office in Bangalore India. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. The Company's amended balance sheet at Sept. 30, 2018, showed $134.30 million in total assets, $68.86 million in total liabilities, and $65.44 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. 2018 Form 10-K Filing Delay Helios and Matheson had filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2018. The Company said it requires additional time to provide its independent registered public accounting firm with the information and documentation regarding its assessment of its internal control over financial reporting to enable its independent registered public accounting firm to provide the required attestation report. HELLYER BROTHERS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Hellyer Brothers Livestock & Grain as of April 23, according to a court docket. About Hellyer Brothers Livestock & Grain Hellyer Brothers Livestock & Grain sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-80322) on March 19, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Thomas L. Perkins. Rafool, Bourne & Shelby, P.C. is the Debtor's legal counsel. ICON CONSTRUCTION: Hires Glast Phillips as Special Counsel ---------------------------------------------------------- Icon Construction, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Glast Phillips & Murray, P.C., as special counsel to the Debtor. Icon Construction requires Glast Phillips to represent and provide legal services in the following cases: a. Insight Investments, LLC v. Icon Construction, Inc. and United Excel Corporation, Civil Action No. 4:18-cv-00531- ALM-KPJ, pending in the United States District Court for the Eastern District of Texas, Sherman Division; and b. United States of America for the Use and Benefit of Icon Construction, Inc. v. United Excel Corporation, a Kansas Corporation, and Arch Insurance Company, a Missouri Insurance Company, Civil Action No. 5:19-cv-00204-F, pending in the United States District Court for the Western District of Oklahoma. Glast Phillips will be paid at these hourly rates: Attorneys $395 Paralegals $100 to $120 Glast Phillips has an outstanding balance due under its employment agreement with the Debtor in the amount of $22,024. Glast Phillips will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard E. Young, partner of Glast Phillips & Murray, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Glast Phillips can be reached at: Richard E. Young, Esq. GLAST PHILLIPS & MURRAY, P.C. 14801 Quorum Drive, Suite 500 Dallas, TX 75254 Tel: (972) 419-8300 About Icon Construction Icon Construction -- http://icon-construction.com/ -- is a small business general contractor specializing in design/build of permanent modular and temporary modular buildings. Since April 1, 1998 Icon Construction has been able to meet the space needs of major markets, including military,education, administration facilities, health care, government, commercial and residential manufacturing. Icon Construction, Inc., based in McKinney, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-40279) on Feb. 1, 2019. In the petition signed by Mansour Khayal, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Brenda T. Rhoades oversees the case. Joyce W. Lindauer,Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy counsel to the Debtor. Glast Phillips & Murray, P.C., is the special counsel. IMERYS TALC: Trustee Seeks to Hire FCR's Legal Representative ------------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region 3, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to appoint legal representative for the Future Talc Personal Injury Claimants of Imerys Talc America, Inc. The appointment of an FCR is an important and appropriate form of relief in a chapter 11 case involving significant present and future tort claim liabilities. About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMPERIAL 290 HOSPITALITY: Hires Joyce W. Lindauer as Counsel ------------------------------------------------------------ Imperial 290 Hospitality Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Joyce W. Lindauer Attorney, PLLC, as counsel to the Debtor. Imperial 290 Hospitality requires Joyce W. Lindauer to represent the Debtor in the Chapter 11 bankruptcy proceedings. Joyce W. Lindauer will be paid at these hourly rates: Attorneys $225 to $395 Paralegals $125 Joyce W. Lindauer received from the Debtor a retainer of $21,717, including the filing fee. Joyce W. Lindauer will also be reimbursed for reasonable out-of-pocket expenses incurred. Joyce W. Lindauer, partner of Joyce W. Lindauer Attorney, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Joyce W. Lindauer can be reached at: Joyce W. Lindauer, Esq. Jeffery M. Veteto, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 About Imperial 290 Hospitality Group Imperial 290 Hospitality Group, LLC, is a privately held company that operates in the traveler accommodation industry. Imperial 290 Hospitality Group, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-31500) on March 19, 2019. In the petition signed by Shivinder Madan, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. David R. Jones oversees the case. Joyce W. Lindauer, Esq, at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy counsel. INPIXON: Signs New Exchange Agreement with Iliad Research --------------------------------------------------------- Inpixon and Iliad Research and Trading, L.P., a holder of a promissory note issued on Oct. 12, 2018, with an outstanding balance of $2,198,399 as of April 24, 2019, have entered into an exchange agreement, pursuant to which the Company and the Note Holder agreed to (i) partition a new promissory note in the form of the Original Note in the original principal amount equal to $400,000 and then cause the Outstanding Balance to be reduced by the Exchange Amount; and (ii) exchange the Partitioned Note for the delivery of 444,988 shares of the Company's common stock, par value $0.001 per share, at an effective price per Exchange Share equal to $0.8989. The Exchange Shares will be delivered to the Note Holder on or before April 26, 2019 and the Exchange will occur with the Note Holder surrendering the Partitioned Note to the Company on the date when the Exchange Shares are approved and held by the Note Holder's brokerage firm for public resale. A full-text copy of the Exchange Agreement is available for free from the SEC's website at https://is.gd/d0OmIc. As of April 25, 2019, the Company has issued and outstanding (i) 9,350,787 shares of Common Stock, which includes the issuance of the Exchange Shares, (ii) 1 share of Series 4 Convertible Preferred Stock which is convertible into 202 shares of Common Stock, (iii) 421 shares of Series 5 Convertible Preferred Stock which are convertible into approximately 126,427 shares of Common Stock (subject to rounding for fractional shares), and (iv) warrants to purchase up to 112,800 shares of common stock issued on Jan. 15, 2019 in connection with the Company's rights offering, exercisable at $3.33 per share. 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. JJ BELLA: Court Approves Disclosures, Confirms Chapter Plan ----------------------------------------------------------- The Bankruptcy Court has approved the Disclosure Statement and confirmed the Chapter 11 Plan filed by JJ Bella, Inc. dba Mr. Mike's Pub & Pizza. General unsecured creditors are classified in Class 4 and will receive a distribution of 10% of their allowed claims to be distributed yearly over five years. The yearly payment is $1,287.24. Payments and distributions under the Plan will be funded by the Debtor's ongoing operations. A copy of the Disclosure Statement is available at https://tinyurl.com/y64fzkd5 from Pacermonitor.com at no charge. About J.J. Bella, Inc. J.J. Bella, Inc. filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 18-22722) on July 5, 2018, listing less than $1 million in both assets and liabilities. Robert H. Slone, Esq., at Mahady & Mahady, serves as counsel. JONES ENERGY: May 6 Combined Hearing on Plan, Disclosures --------------------------------------------------------- The Combined Hearing to consider the adequacy of the Disclosure Statement and confirmation of the Plan of Reorganization of Jones Energy, Inc., and its debtor affiliates will be held on May 6, 2019, at 1:30 p.m., prevailing Central Time. Any objections to adequacy of the Disclosure Statement and confirmation of the Plan will be filed on or before May 1, 2019, at 4:00 p.m., prevailing Central Time. Any brief in support of confirmation of the Plan and reply to any objections will be filed on or before May 3, at 12:00 p.m., prevailing Central Time. The Debtors anticipate that the Plan will be effectuated pursuant to one of two potential structures. In one structure, the New Common Equity and New Warrants will be issued by Reorganized JEI, which will continue to own JEH and its subsidiaries (the "Existing JEI Structure"). In the alternative structure, the Debtors' assets will, pursuant to the Plan, be transferred to an entity ("NewCo") to be formed by a nominee of certain Holders of Claims (the "Newco Structure"). A copy of the Disclosure Statement is available at https://tinyurl.com/y4mzt4em from dm.epiq11.com at no charge. About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the exploration, development, production and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas. Jones Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-32112) on April 14, 2019. At the time of the filing, the Debtors had total assets of $405,575,000 and liabilities of $1,116,839,000. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Jackson Walker LLP as co-counsel with Kirkland and as conflicts counsel; Evercore Group LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Deloitte Tax LLP as tax restructuring advisor; Baker Botts LLP as special corporate Counsel; and Epiq Corporate Restructuring, LLC as its claims, noticing and solicitation agent. KING'S PEAK: May 21 Confirmation Hearing on MBL-Proposed Plan ------------------------------------------------------------- The Disclosure Statement in support of the Chapter 11 Liquidating Plan filed by Macquarie Bank Limited for King's Peak Energy, LLC, is approved. A preliminary, non-evidentiary hearing for consideration of confirmation of the Plan and objections to confirmation is set for Tuesday, May 21, 2019, at 9:30 a.m. Ballots accepting or rejecting the Plan must be submitted by the holders of all claims or interests on or before 5:00 p.m. on May 13, 2019. On or before May 13, 2019, any objection to confirmation of the Plan will be filed and served. The funds necessary to enable the Debtor to wind-up the business and make Plan Distributions will be or have been obtained (i) from the operation of the Properties, (ii) by means of the Proven Settlement, (iii) as a result of the replacement of bonds by Transworld as required by the terms of the TW Sale and receipt by the Debtor of all bond funds with the exception of such as are specifically dealt with in the Proven Settlement, (iv) from the TW Sale (all of which is MBL Collateral), and (v) from the collection of Causes of Action and Avoidance Actions, if any (to which MBL reserves rights as regards claiming as its Collateral). Under the Proven Settlement: (1) Proven is entitled to retain or obtain the Specified Bonds and Bond Funds; (2) the Debtor will pay Proven $19,126.36; (3) the Debtor will pay PetCon $40,000; (4) the Debtor shall receive or retain the Proven Deposited Registry Funds (subject to the MBL Lien); (5) Proven shall have only an Allowed General Unsecured Claim of $75,000 to be treated as a Class 9 Claim and no Lien rights or Administrative Expense Claim; (6) the Debtor shall be the owner of all other bonds and bond funds, subject to the MBL Lien; and (7) the parties grant mutual releases of one another as set forth in the Proven Settlement. The Proven Settlement was approved by the Court on March 29, 2019. A full-text copy of the Disclosure Statement dated April 4, 2019, is available at http://tinyurl.com/y4f8sad3from PacerMonitor.com at no charge. About King's Peak Energy King's Peak Energy, LLC, is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. The Debtor filed a Chapter 11 petition (Bankr. D. Colo Case No. 17-16046) on June 29, 2017. In the petition signed by Fred Soliz, manager/member, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Elizabeth E. Brown oversees the case. Andrew D. Johnson, Esq. and Christian C. Onsager, Esq., of Onsager Fletcher Johnson LLC, serve as the Debtor's counsel. Meagher Energy Advisors, Inc., has been tapped as broker. Macquarie Bank Limited is James T. Markus, Esq., Matthew T. Faga, Esq., and Donald D. Allen, Esq., at Markus Williams Young & Zimmermann LLC, in Denver, Colorado; and Louis M. Phillips, Esq., at Kelly Hart & Pitre, in Baton Rouge, Louisiana. KLC SAN DIEGO: Unsecureds to Get 100% in 60 Monthly Installments ---------------------------------------------------------------- KLC San Diego Enterprises, Inc., filed a Chapter 11 plan and accompanying disclosure statement proposing that unsecured claims, classified in Class 11, which total approximately $55,862, will be paid 100% of the Allowed amount of the Claim, without interest, in 60 equal monthly installments, with the first payment due 30 days after the Effective Date, and with each subsequent payment due one month after the due date of the immediately preceding payment. Class 11 is impaired. The Debtors believe that their operations will create sufficient liquidity to make all payments required under the Plan. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/yxslbdy7 from PacerMonitor.com at no charge. About KLC San Diego Enterprises KLC San Diego Enterprises, Inc., filed its Articles of Incorporation in California on May 18, 2000, according to public records filed with the California Secretary of State. It operates in the offices of real estate agents and brokers industry. KLC San Diego Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 18-07336) on Dec. 11, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Christopher B. Latham. Curry Advisors is the Debtor's counsel. L R & T INC: May 23 Plan Confirmation Hearing --------------------------------------------- The Bankruptcy Court has issued an order conditionally approving the disclosure statement explaining the small business Chapter 11 plan filed by L R & T, Inc., d/b/a Chattanooga Pinball, and scheduled the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan for May 23, 2019, at 11:00 a.m. Class 3 - General Unsecured Class are impaired and will get a monthly payment of $70.12 beginning June 1, 2019 and ending June 1, 2034. Payments and distributions under the Plan will be funded by the continued operations of Debtor's business. A full-text copy of the Amended Disclosure Statement dated April 15, 2019, is available at https://tinyurl.com/y5nqezcf from PacerMonitor.com at no charge. About L R & T, Inc. L R & T, Inc., which conducts business under the name Chattanooga Pinball, is a retailer of arcade and pinball machines. It also restores and repairs games. Based in Chattanooga, Tennessee, L R & T, Inc., filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 18-11370) on March 29, 2018. In the petition signed by Bronica Levin and Rodney Levin, presidents, the Debtor disclosed $3.26 million in total assets and $437,775 in total liabilities. The case is assigned to Judge Shelley D. Rucker. W. Thomas Bible, Jr., Esq., at Tom Bible Law, is the Debtor's counsel. L.K. BENETT USA: Hires Omni as Claims and Noticing agent -------------------------------------------------------- L.K. Benett U.S.A., Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Omni Management Group, Inc., as claims and noticing agent to the Debtor. L.K. Benett U.S.A. requires Omni to: a. prepare and serve required notices and documents in the bankruptcy case in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in the form and manner directed by the Debtor and the Court, including (i) notice of the commencement of the case and the initial meeting of creditors under the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notice of transfer of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtor's plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtor or Court may deem necessary or appropriate for an orderly administration of the case; b. maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs, listing the Debtor's known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a core mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; updated said lists and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the bankruptcy Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number and title of the pleading served, (ii) a list of persons to whom it was mailed, in alphabetical order, with their addresses, (iii) the manner of service ,and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. maintain the official claims register for the Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Registers the following information for each claim docketed (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classifications of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; i. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; j. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); k. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Omni, not less than weekly; l. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review; m. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register; n. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the Court, including through the use of a case website and call center; o. if the case is converted to Chapter 7, contact the Clerk's Office within three (3) days of the notice to Omni of entry of the order converting the case; p. thirty (30) days prior to the close of the bankruptcy case, request the Debtor submits to the Court a proposed Order dismissing Omni and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of the bankruptcy case; q. within seven (7) days of notice to Omni of entry of an order closing the Chapter 11 case, provide to the bankruptcy Court the final version of the claims register as of the date immediately before the close of the case; and r. at the close of this case, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (i) the Federal Archives Record Administration, or (ii) any other location requested by the Clerk's Office. Omni will be paid at these hourly rates: President/Executive Waived Technology/Programming $85-$135 Equity Services $175 Senior Consultants $140-$155 Consultants $50-$125 Analysts $25-$40 Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Osborne, CEO and president of Omni Management Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Omni can be reached at: Brian Osborne OMNI MANAGEMENT GROUP, INC. 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 Fax: (818) 783-2737 About L.K. Benett U.S.A. L.K. Benett U.S.A., Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 19-10760) on April 3, 2019. The Debtor hired DLA Piper LLP as counsel, and Omni Management Group, Inc., as claims and noticing agent. LIVINGSTON INTERNATIONAL: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service assigned ratings to Livingston International Inc. consisting of a B2 corporate family rating, B2-PD probability of default rating, B1 ratings to the company's proposed new senior secured revolving credit facility and senior secured first lien term loan, and a Caa1 rating to the new senior secured second lien term loan. The ratings outlook is stable. Livingston is being acquired by Platinum Equity Capital Partners. Net proceeds from a new $272 million senior secured first lien term loan and new $75 million senior secured second lien term loan, together with around C$200 million of common equity contributed by Platinum, will be used to fund the purchase and increase Livingston's cash. The new senior secured revolving credit facility is not expected to be drawn at close. Livingston's existing debt of about C$540 million will be repaid at close. When the financing transaction closes and all related debt obligations are repaid, Moody's will withdraw all the previously existing ratings of the former Livingston entity, including the B3 CFR, B3-PD PDR, B2 revolver and first lien term loan ratings, Caa2 second lien term loan rating, and SGL-3 speculative grade liquidity rating. Moody's will also withdraw the ratings outlook. "Livingston's B2 CFR is driven by expected leverage around 5.5x in the next 12 to 18 months, as cost reduction programs continue and as the acquisition is deleveraging", said Peter Adu, a Moody's Vice President and Senior Analyst. Ratings Assigned: Issuer: Livingston International Inc. (New) Corporate Family Rating, B2 Probability of Default Rating, B2-PD C$175 million Gtd. senior secured revolving credit facility due 2024, B1 (LGD3) $272 million Gtd. senior secured first lien term loan due 2026, B1 (LGD3) $75 million Gtd. senior secured second lien term loan due 2027, Caa1 (LGD5) Outlook Action: Assigned as Stable Ratings and Outlook to be withdrawn at close: Issuer: Livingston International Inc. Corporate Family Rating, B3, to be withdrawn at close Probability of Default Rating, B3-PD; to be withdrawn at close C$174 million senior secured revolving credit facility due 2020, B2 (LGD3); to be withdrawn at close $239 million senior secured first lien term loan due 2020, B2 (LGD3); to be withdrawn at close C$62 million senior secured first lien term loan due 2020, B2 (LGD3); to be withdrawn at close $115 million senior secured second lien term loan due 2020, Caa2 (LGD5); to be withdrawn at close Speculative Grade Liquidity, SGL-3; to be withdrawn at close Stable Outlook; to be withdrawn at close RATINGS RATIONALE Livingston's B2 CFR is constrained by: (1) narrowly-focused business in the fragmented customs brokerage industry; (2) small revenue size (C$465 million for 2018) relative to other rated business and consumer service industry peers; and (3) ownership by private equity, which could lead to a highly-leveraged capital structure. However, the company benefits from: (1) its strong market position in Canada and the US; (2) stable business model with high switching costs and substantial entry barriers; and (3) Moody's expectation that leverage (adjusted Debt/EBITDA) will be sustained around 5.5x in the next 12 to 18 months (5.9x for fiscal 2018, pro forma for new capital structure). The rating on the revolver and first lien term loan is notched above the CFR due to having first priority access to substantially all of the company's assets as well as loss absorption cushion provided by the second lien term loan. The rating on the second lien term loan is two notches below the CFR due to its junior position in the debt capital structure as well as having a second priority lien on collateral. Livingston has adequate liquidity. Sources exceed C$100 million compared to C$3.5 million of use in the form of term loan amortization in the next four quarters. Sources consist of cash of C$18 million when the transaction closes, Moody's expected free cash flow of C$10 million in the next four quarters, and C$75 million of availability under its new C$175 million revolver due in 2024, assuming peak usage of C$100 million in order to pay monthly government remittances on behalf of customers. Livingston will have to comply with a maximum net leverage covenant and Moody's expects cushion of at least 20% through the next four quarters. Livingston has limited ability to generate liquidity from asset sales. The stable outlook reflects Moody's expectation that the company's cost transformation plan will improve operating results and credit metrics in the next 12 to 18 months while adequate liquidity will be maintained in this timeframe. Livingston's rating could be upgraded if it sustains adjusted Debt/EBITDA towards 4x (pro forma 5.9x) and EBITA/Interest above 2.5x (pro forma 1.3x). The rating could be downgraded if Livingston's sustains adjusted Debt/EBITDA above 6.5x (pro forma 5.9x) and EBITA/Interest below 1x (pro forma 1.3x). The rating could also be downgraded if Livingston engages in debt-funded dividend payments to its private owner or if liquidity worsens, likely due to negative free cash flow generation for an extended period. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Livingston International Inc. is a logistics provider in North America, with services including customs brokerage, global trade management, trade consulting, and international freight forwarding. Revenue for the fiscal year ended December 31, 2018 was C$465 million. The company is headquartered in Toronto, Ontario, Canada. MARATHON OIL: Moody's Alters Outlook to Stable & Withdraws Ba1 CFR ------------------------------------------------------------------ Moody's Investors Service upgraded Marathon Oil Corporation to investment grade, upgrading its senior unsecured rating to Baa3 from Ba1 and its commercial paper rating to P-3 from NP. Moody's also withdrew Marathon Oil's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and SGL-1 Speculative Grade Liquidity Rating. The rating outlook was changed to stable from positive. "The upgrade acknowledges Marathon Oil's commitment to maintain credit metrics and financial policies appropriate for an investment grade rating as it continues to focus on developing its US shale assets," commented Amol Joshi, Moody's Vice President -- Senior Credit Officer. Upgrades: Issuer: Marathon Oil Corporation Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba1 (LGD4) Senior Unsecured Commercial Paper, Upgraded to P-3 from NP Senior Unsecured Medium-Term Note Program, Upgraded to (P)Baa3 from (P)Ba1 Outlook Actions: Issuer: Marathon Oil Corporation Outlook, Changed To Stable From Positive Withdrawals: Issuer: Marathon Oil Corporation Probability of Default Rating, Withdrawn, previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 Corporate Family Rating, Withdrawn, previously rated Ba1 RATINGS RATIONALE Marathon Oil's investment grade credit profile is supported by Moody's expectation of good cash flow based leverage metrics as the company invests in its four core US shale assets to grow production and reserves, while its international assets decline. Marathon Oil has a relatively high sensitivity to oil prices, and its cash margins, capital efficiency and leverage metrics should remain strong through 2020 with range-bound commodity prices. Marathon Oil's Baa3 rating also reflects its position as a large independent exploration and production company with a diversified production and reserve base. The company has re-positioned its portfolio through asset sales including its February announcement to exit the UK North Sea, its 2018 Libya exit and the 2017 sale of its Canadian oil sands mining subsidiary. The company is challenged by increased capital intensity of its shale assets and a shorter reserve life based on proved developed reserves. Moody's expects Marathon Oil to focus most of its 2019 capital spending on its short-cycle resource plays in the Eagle Ford, Bakken, STACK and the Delaware Basin. As the company develops its less mature STACK and Delaware Basin assets while also potentially developing the Eagle Ford and Bakken outside its tier 1 acreage, Marathon Oil's capital efficiency could lag some of its other oil-weighted peers. Marathon Oil should have good liquidity to fund its capital budget and dividends as well as support its P-3 commercial paper rating. The company had $1.46 billion of balance sheet cash at year-end 2018. Marathon Oil's $3.4 billion credit facility was undrawn at December 31, 2018 and it expires in May 2022. The company's nearest debt maturity is its $600 million senior notes due 2020. While cash balances will likely reduce pro forma for Marathon Oil's UK North Sea exit, the company should generate free cash flow in 2019 and its liquidity position could further improve absent significant share repurchases. The revolving credit facility contains a maximum debt-to-capitalization covenant of 65% as of the last day of each fiscal quarter, and Marathon Oil should remain comfortably in compliance with this covenant. The stable rating outlook reflects its expectation that the company will modestly grow its production and reserves into 2020, while generating positive free cash flow and maintaining good liquidity. An upgrade of the Baa3 rating would require Marathon Oil's production and reserves to grow at competitive returns with a leveraged full cycle ratio exceeding 2x, debt to proved developed reserves below $6 per barrel of oil equivalent, retained cash flow to debt maintained above 50%, and free cash flow generation while adjusting its share repurchases in line with actual results and cash flow. A downgrade of the ratings would be considered if RCF/Debt falls below 25%, capital efficiency deteriorates significantly, share repurchases increase significantly, or the company borrows to fund a sizeable acquisition causing debt to grow faster than cash flow. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Marathon Oil is a large independent exploration and production company with a diversified asset base across four US unconventional shale plays: the Eagle Ford, Bakken, Oklahoma Resource Basins and the Permian Basin, as well as international operations primarily offshore Equatorial Guinea. MARINE BUILDERS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Two affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Marine Builders, Inc. 19-90632 5821 Utica Pike Jeffersonville, IN 47130 Marine Industries Corporation 19-90633 5821 Utica Pike Jeffersonville, IN 47130 Business Description: Marine Builders is a family-owned and operated company in the boat building business. With 26-acre site and 14,000 square feet of fabrication shop, Marine Builders has both new construction and repair capabilities. Founded in 1972, Marine Builders manufactures custom vessels, ranging from work boats and barges to dry docks and excursion vessels. http://www.marinebuilders.net/ Its subsidiary Marine Industries Corporation primarily operates in the marine supplies business. Chapter 11 Petition Date: April 25, 2019 Court: United States Bankruptcy Court Southern District of Indiana (New Albany) Judge: Hon. Basil H. Lorch III Debtors' Counsel: James R. Irving, Esq. BINGHAM GREENEBAUM DOLL LLP 3500 PNC Tower 101 S. 5th St. Louisville, KY 40202 Tel: 502-587-3606 Fax: 502-540-2215 E-mail: jirving@bgdlegal.com Marine Builders' Estimated Assets: $1 million to $10 million Marine Builders' Estimated Liabilities: $1 million to $10 million Marine Industries' Estimated Assets: $1 million to $10 million Marine Industries' Estimated Liabilities: $1 million to $10 million The petitions were signed by David A. Evanczyk, president and CEO. A full-text copy of Marine Builders' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/insb19-90632.pdf A full-text copy of Marine Industries' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/insb19-90633.pdf MARRONE BIO: Changes Bylaws Provision on Stockholder Proposal ------------------------------------------------------------- Effective April 22, 2019, the bylaws of Marrone Bio Innovations, Inc., were amended and restated by the Company's Board of Directors upon recommendation by the Nominating and Governance Committee of the Board. The amendment and restatement modified Sections 2.9 and 2.10 of the Bylaws to provide that a stockholder seeking to bring business before the annual meeting of the of stockholders with a proposal intended to be included in the Company's form of proxy must give timely notice pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, rather than between 45 and 75 days prior to the first anniversary of the date on which the Company first mailed its proxy meeting for the previous year's annual meeting of stockholders. In addition, the amendment and restatement included modifications to various provisions throughout the Bylaws to clarify the authority of the chief executive officer when that office is held by an individual that does not hold the office of president, including added a new Section 4.2(c) describing the role of chief executive officer. About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. Marrone Bio inccured a net loss of $20.21 million for the year ended Dec. 31, 2018, compared to a net loss of $30.92 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Marrone Bio had $46.56 million in total assets, $33.63 million in total liabilities, and $12.93 million in total stockholders' equity. Marcum LLP, in San Francisco, CA, the Company's auditor since 2018, 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 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. MASSENGILL INVESTMENTS: May 23 Plan Confirmation Hearing -------------------------------------------------------- Massengill Investments LLC filed a second amended Chapter 11 Plan and accompanying disclosure statement to modify treatment of claims. The hearing on the confirmation of the Debtor's Plan is scheduled for May 23, 2019 at 11:00 AM. Specifically, Strategic Funding Source, Inc.'s claim will be paid as a general unsecured claim. The previous Plan provided a secured treatment of Strategic Funding's claim. The Debtor believes there is no equity for Strategic Funding over and above Atlantic Capital Bank's secured claim, therefore Strategic Funding's claim is treated as a Class 3 claim with the other unsecured claims in this class. General Unsecured Creditors, classified in Class 3, are impaired. Holders of Allowed Unsecured Claims not separately classified under the Plan will receive payments in cash in an amount equal to 30% percent of each holder's Allowed Unsecured Claim payable in quarterly payments beginning the first Business Day of the month thirty (30) days following the Effective Date until the earlier of (a) five (5) years after the Effective Date, or (b) until the Allowed Unsecured Claims paid in full. The Reorganized Debtor will be managed by Barry Massengill, Sr., Lynn Massengill, Jr., Laura Massengill Moore, and Pamela Massengill who are the present management. A full-text copy of the Second Amended Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/y3mf549n from PacerMonitor.com at no charge. About Massengill Investments Massengill Investments LLC, doing business as Premier Tire & Auto Service, is a privately held company in Cleveland, Tennessee in the general automotive repair shop business. Massengill Investments LLC, based in Cleveland, TN, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 18-10733) on Feb. 20, 2018. The Hon. Shelley D. Rucker presides over the case. In the petition signed by Barry L. Massengill, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. David J. Fulton, Esq., at Scarborough & Fulton, serves as bankruptcy counsel to the Debtor. MAYFLOWER COMMUNITIES: S. Goodman Appointed as PCO -------------------------------------------------- William T. Neary, the United States Trustee for Region 6, appointed Susan Goodman as the Patient Care Ombudsman for Mayflower Communities, Inc. The appointment was made pursuant to the U.S. Trustee's anticipation of the court's entry of an agreed order directing the appointment of a patient care ombudsman. Susan Goodman can be reached at: Susan N. Goodman, Esq. MESCH CLARK ROTHSCHILD 259 N. Meyer Avenue Tucson, AZ 85701 Tel.: (800) 467-8886 x141 Fax: (520) 798-1037 Email: sgoodman@mcrazlaw.com About Mayflower Communities Mayflower Communities, Inc. -- https://www.thebarringtonofcarmel.com/ -- operates The Barrington of Carmel a senior living retirement community in Carmel, Indiana. Mayflower provides nursing care, memory support, rehabilitation, retirement home, assisted living, and independent living. Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex. Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R. Califano, and Rachel Nanes, serve as the Debtor's counsel. The Debtor also tapped Ankura Consulting Group, LLC as restructuring advisor; Larx Advisors, Inc. as financial advisor; Cushman & Wakefield U.S., Inc. as investment banker; and Donlin Recano & Company, Inc. as claims agent. The Office of the Trustee appointed an official residents' committee on Feb. 11, 2019. The residents' committee tapped Neligan LLP as its legal counsel. MCQUILLEN PLACE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: McQuillen Place Company, LLC aka Classic Cleaners aka Classic Cleaners of Charles City 1110 North Grand Ave., #300 Charles City, IA 50616 Tel: 847-456-1911 Business Description: McQuillen Place Company is a privately held company that is engaged in activities related to real estate. Chapter 11 Petition Date: April 25, 2019 Court: United States Bankruptcy Court Northern District of Iowa (Mason City) Case No.: 19-00507 Judge: Hon. Thad J. Collins Debtor's Counsel: Charles McQuillen Thomson, Esq. LAW OFFICE OF CHARLES M. THOMSON 1110 North Grand Ave., Suite 300 Charles City, Iowa 50616 Tel: 847-456-1911 Fax: 641-228-6524 E-mail: cthomson@doall.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Charles M. Thomson, member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ianb19-00507_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ianb19-00507.pdf MEGHA LLC: Trustee Hires Henning Dowdy as Tax Accountant -------------------------------------------------------- Lucy G. Sikes, the Chapter 11 Trustee of Megha, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Henning Dowdy & Jones, LLC, as tax accountant to the Debtor. Megha, LLC requires Henning Dowdy to: (1) assist the Trustee in reviewing the Debtor's books and records; (2) prepare any and all necessary tax returns on the Trustee's behalf; and (3) answer any other tax questions. Henning Dowdy will be paid at these hourly rates: Partners $350 Staffs $100 Henning Dowdy will also be reimbursed for reasonable out-of-pocket expenses incurred. Kelly Dowdy, a managing tax partner of Henning Dowdy & Jones, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Henning Dowdy can be reached at: Kelly Dowdy HENNING DOWDY & JONES, LLC 750 Hammond Dr. Bldg. 1, Suite 200 Sandy Springs, GA 30328 Tel: (404) 705-4589 About Megha, LLC Megha, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has full ownership of lots 4 and 5 of Spanish Town Center known as the Hampton Inn and Suites New Iberia with an appraisal value of $6.6 million. Megha, LLC, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 18-51147) on Sept. 11, 2018. In the petition signed by Jay Sachania, manager, the Debtor disclosed $8,137,429 in assets and $6,529,035 in liabilities. The case is assigned to Judge John W. Kolwe. Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell, serves as counsel to the Debtor. MICROVISION INC: Incurs $8.06 Million Net Loss in First Quarter --------------------------------------------------------------- MicroVision, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $8.06 million on $1.85 million of total revenue for the three months ended March 31, 2019, compared to a net loss of $7.13 million on $2.18 million of total revenue for the three months ended March 31, 2018. As of March 31, 2019, the Company had $17.20 million in total assets, $19.63 million in total liabilities, and a total shareholders' deficit of $2.43 million. The Company has incurred significant losses since inception. The Company has funded operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales, and licensing activities. At March 31, 2019, the Company had $7.0 million in cash and cash equivalents. MicroVision said, "Based on our current operating plan that includes expected proceeds from a development contract signed in April 2017 with a major technology company, expected proceeds of $2.0 million from the April 2019 registered direct offering, and without additional proceeds from the sale of shares under our existing Purchase Agreement with Lincoln Park, we anticipate that we have sufficient cash and cash equivalents to fund our operations through July 2019. Our receipt of proceeds under our April 2017 development contract is subject to our completion of certain milestones, and we can provide no assurance that such milestones will be completed. We will require additional capital to fund our operating plan past that time. We plan to obtain additional capital through the issuance of equity or debt securities, product sales and/or licensing activities. There can be no assurance that additional capital will be available to us or, if available, will be available on terms acceptable to us or on a timely basis. If adequate capital resources are not available on a timely basis, we intend to consider limiting our operations substantially. This limitation of operations could include reducing investments in our production capacities, research and development projects, staff, operating costs, and capital expenditures." Cash used in operating activities totaled $7.6 million during the three months ended March 31, 2019 compared to cash used in operating activities of $9.6 million during the same period in 2018. The change in cash flows from operating activities is primarily attributed to the timing of payments received from customers and payments made to suppliers. During the three months ended March 31, 2019 and 2018, net cash used in investing activities was $313,000 and $182,000, respectively, and was attributed to purchases of property and equipment. In January 2019, the Company raised $1.2 million before issuance costs of approximately $26,000 through a registered direct offering of 2.0 million shares of its common stock to a private investor. In December 2018, the Company raised $4.2 million before issuance costs of approximately $524,000 through an underwritten public offering of 7.0 million shares of its common stock. In June 2018, the Company raised $18.0 million before issuance costs of approximately $1.4 million through an underwritten public offering of 14.4 million shares of its common stock. A full-text copy of the Form 10-Q is available for free at: https://is.gd/0TJSX2 About MicroVision Based in Redmond, Washington, MicroVision, Inc. -- http://www.microvision.com/-- is the creator of PicoP scanning technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. PicoP scanning technology is based on the Company's patented expertise in micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning engine that can display, interact and sense, depending on the needs of the application. MicroVision reported a net loss of $27.25 million for the year ended Dec. 31, 2018, compared to a net loss of $25.48 million for the year ended Dec. 31, 2017. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MIDATECH PHARMA: Regains Compliance with Nasdaq Listing Rule ------------------------------------------------------------ Midatech Pharma PLC has received a letter from NASDAQ Stock Market LLC notifying that for the last 10 consecutive business days, from April 8 to April 22, 2019, the closing bid price of the Company's American Depositary Shares had been at $1.00 per share or greater and, accordingly, the Company has regained compliance with NASDAQ Listing Rule 5550(a)(2), and the matter is now closed. On May 1, 2018, NASDAQ notified Midatech that its American Depositary Shares had failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required under the NASDAQ Listing Rules. About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. The Company is developing a range of improved chemo-therapeutics or new immuno-therapeutics, using its three proprietary platform drug delivery technologies, all of which are in the clinic. Midatech is headquartered in Oxfordshire, with an R&D facility in Cardiff and a manufacturing operation in Bilbao, Spain. Midatech reported a net loss of GBP15.03 million for the year ended Dec. 31, 2018, compared to a net loss of GBP16.06 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Midatech had GBP20.44 million in total assets, GBP3.52 million in total liabilities, and GBP16.92 million in total equity. The report from the Company's independent accounting firm BDO LLP, in Reading, United Kingdom, the Company's auditor since 2014, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MISSION COAL: Sale of Assets Free of Claims, Liens Approved ----------------------------------------------------------- Bankruptcy Judge Tamara O. Mitchell granted Debtors Mission Coal Company and affiliates' motion and approved the sale of all, substantially all, or any combination of the Debtors' assets free and clear of all claims, liens, interests and encumbrances; authorized the assumption and assignment of certain executory contracts and unexpired leases and the assumption of the Assumed Liabilities, and granted related relief. The Court holds that the Debtors have articulated good and sufficient business reasons for the Court to authorize (a) the Debtors' entry into the Asset Purchase Agreement and consummation of the Sale of the Acquired Assets to the Buyer or any Buyer Designee and (b) the assumption and assignment of the Assumed Contracts and Assumed Liabilities as set forth herein and in the APA. Entry into the APA, consummation of the Sale and assumption of the Assumed Contracts and Assumed Liabilities constitute the exercise by the Debtors of sound business judgment, and such acts are in the best interests of the Debtors, their estates, their creditors, and all other parties in interest. Additionally: (a) the Debtors conducted a robust marketing process to sell the Assets and the APA constitutes the highest or otherwise best offer for the Acquired Assets; (b) the Bidding Procedures utilized were designed to yield the highest or otherwise best bids for the Assets; (c) the APA and the closing of the Sale will present the best opportunity to realize the value of the Acquired Assets and avoid further decline and devaluation of the Acquired Assets; (d) there is risk of deterioration of the value of the Acquired Assets if the Sale is not consummated promptly; and (e) the APA and the Sale of the Acquired Assets to the Buyer will provide greater value to the Debtors' estates than would be provided by any other presently available alternative. Good and sufficient reasons for approval of the APA and the Sale have been articulated by the Debtors and supported by the credible and persuasive testimony of the witnesses at the Sale Hearing. The Debtors have demonstrated compelling circumstances and a good, sufficient and sound business purpose for the Sale pursuant to Bankruptcy Code section 363(b), in that, among other things, the immediate consummation of the Sale is necessary and appropriate to maximize the value of the Debtors' estates. To maximize the value of the Acquired Assets and preserve the viability of the operations to which the Acquired Assets relate, it is essential that the Sale occur within the time constraints set forth in the APA. Time is of the essence in consummating the Sale. The APA was negotiated and is undertaken by the Debtors and the Buyer (and their respective affiliates or representatives) at arm's length without collusion or fraud, and in good faith within the meaning of Bankruptcy Code section 363(m). The Buyer is not an "insider" of any of the Debtors as that term is defined by Bankruptcy Code section 101(31). The Buyer has not violated Bankruptcy Code section 363(n) by any action or inaction, and no common identity of directors or controlling stockholders exists between the Buyer and the Debtors. As a result of the foregoing, the Buyer is entitled to the protections of Bankruptcy Code section 363(m), including in the event this Order or any portion thereof is reversed or modified on appeal, and otherwise has proceeded in good faith in all respects in connection with the proceeding. A copy of the Court's Order dated April 15, 2019 is available at https://tinyurl.com/y4zmff52 from Pacermonitor.com at no charge. About Mission Coal Company Mission Coal Company LLC and its subsidiaries are engaged in the mining and production of metallurgical coal, also known as "met" coal, which is a critical component of the steelmaking process. The Company is headquartered in Kingsport, Tennessee and operate subterranean, surface, and longwall mining complexes in West Virginia and Alabama. The Company employs 1,075 individuals on a full-time or part-time basis. Mission Coal and 10 of its subsidiaries filed for bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Alabama (Birmingham) on Oct. 14, 2018, with Lead Case No. 18-04177. In the petition signed by CRO Kevin Nystrom, Mission Coal estimated assets and liabilities of $100 million to $500 million. Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq., of Christian & Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland, Esq., and Melissa N. Koss, Esq., of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, serve as counsel to the Debtors. The Debtors also tapped Jefferies LLC as investment banker, Zolfo Cooper LLC as financial advisor, and Omni Management Group as notice and claims agent. On Oct. 25, 2018, the Bankruptcy Administrator for the Northern District of Alabama appointed the Official Committee of Unsecured Creditors. The Committee retained Lowenstein Sandler LLP, as counsel; Baker Donelson Bearman Caldwell & Berkowitz, PC, as local counsel; and Berkeley Research Group, LLC, as financial advisor. MOLINA HEALTHCARE: Moody's Hikes Unsec. Debt to B2, Outlook Pos. ---------------------------------------------------------------- Moody's Investors Service has upgraded the senior unsecured debt ratings of Molina Healthcare Inc. (Molina, NYSE: MOH) to B2 from B3 and the insurance financial strength ratings of six of Molina's regulated operating subsidiaries to Ba1 from Ba2. The outlook on Molina, a provider of government sponsored health care products for low-income families and individuals, and its rated operating subsidiaries has been changed to positive from stable. RATINGS RATIONALE The upgrade of Molina's ratings and the positive outlook on the holding company and insurance subsidiaries reflects the substantial progress management has made in improving Molina's financial profile since late 2017. Specifically, the company reported 2018 GAAP net income of $707 million, compared to a loss of over $500 million in 2017. The company's pre-tax margin was 5.3% in 2018, positioning it well among Medicaid focused health insurers, although partially because of the company's strong results in the individual marketplace. Along with the improvement in profitability, the company reported improvements in financial flexibility, with adjusted debt-to-capital declining to 50.9% and debt to EBITDA to 1.2x as of year-end 2018. Since announcing its loss of Medicaid contracts in early 2018 in New Mexico and Florida, Molina has been successful in subsequent re-procurements, including getting a partial award in Florida. Lastly, Molina has remedied internal control weaknesses, as reported in the 2017 10K. Moody's recognizes Molina's strong management as a more fundamental driver of the upgrades. Molina's improvement in its credit profile was driven by changes in operating policies and procedures implemented by the new management team. Under previous management, the company had grown rapidly, with ten acquisitions in 2015 and 2016, leading to operating challenges. Notwithstanding the upgrades, Moody's B2 senior unsecured debt rating and Ba1 IFS rating of its operating subsidiaries continues to reflect the company's constrained financial flexibility as adjusted debt to capital remains above 50%. It also reflects the company's concentration risk in Medicaid, as exemplified by the aforementioned loss of Medicaid contracts in 2018, as well as the company's smaller footprint in the individual market. Furthermore, the ratings consider the rapidity of the turnaround and the need for management to demonstrate sustainability of results going forward. The four-notch differential between the Ba1 IFS and B2 senior unsecured debt, which is greater than Moody's standard three-notch differential for insurance groups, represents the increased potential for loss to debt holders relative to policyholders for issuers with below investment grade IFS ratings. If Molina continues to perform at a high level in 2019, and management, thereby, demonstrates sustainability of results, Moody's would likely restore the standard three-notch differential. Therefore, if the positive outlook for the IFS ratings are resolved with a one notch upgrade, the debt rating could go up by two notches. Furthermore, if Molina's improved performance is sustained, the resolution of the positive outlook could occur sooner than the typical 12-18 month time frame. RATINGS DRIVERS Factors that could lead to rating upgrades, include: (i) a maintenance of profitability, as measured by the EBITDA margin (with Moody's adjustments) of at least 3.0%; and (ii) adjusted debt to capital declines below 50% and adjusted debt to EBITDA remains below 3.0x; (iii) earnings coverage of at least 6x; (iv) steady profitable organic growth of medical membership. While a downgrade is unlikely in the next 12-18 months given the positive outlook, factors that could lead to ratings being affirmed with a stable outlook include: (i) a material decline in profitability, with an EBITDA margin (with Moody's adjustments) below 3.0% in 2019; or (ii) no improvement in adjusted debt-to-capital from current levels and/or debt/EBITDA increasing to above 3.5x; or (iii) an additional 15% decline in membership in 2019, or the unexpected loss of a major Medicaid contract. The following ratings were upgraded: Issuer: Molina Healthcare, Inc. Senior Unsecured Regular Bond/Debenture, to B2 from B3 Issuer: Molina Healthcare of California Insurance Financial Strength, to Ba1 from Ba2 Issuer: Molina Healthcare of Michigan, Inc Insurance Financial Strength, to Ba1 from Ba2 Issuer: Molina Healthcare of New Mexico, Inc Insurance Financial Strength, to Ba1 from Ba2 Issuer: Molina Healthcare of Ohio, Inc Insurance Financial Strength, to Ba1 from Ba2 Issuer: Molina Healthcare of Texas, Inc. Insurance Financial Strength, to Ba1 from Ba2 Issuer: Molina Healthcare of Washington Inc Insurance Financial Strength, to Ba1 from Ba2 Outlook Actions Issuer: Molina Healthcare, Inc. Issuer: Molina Healthcare of California Issuer: Molina Healthcare of Michigan, Inc Issuer: Molina Healthcare of New Mexico, Inc Issuer: Molina Healthcare of Ohio, Inc Issuer: Molina Healthcare of Texas, Inc. Issuer: Molina Healthcare of Washington Inc Outlook, changed to positive from stable Molina Healthcare, Inc. is headquartered in Long Beach, California. In 2018 total revenue (including investment income) was $18.9 billion with net income of $707 million. Medical membership as of December 31, 2018 was approximately 3.8 million members. As of December 31, 2018 the company reported total equity of $1.6 billion. MR. STEVEN LLC: Seeks to Hire Arsement Redd as Accountant --------------------------------------------------------- Mr. Steven, L.L.C., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Arsement Redd & Morella, LLC, as accountant to the Debtor. Mr. Steven, L.L.C., requires Arsement Redd to render general accounting services to the Debtors as needed throughout the course of these chapter 11 cases. Arsement Redd will be paid at these hourly rates: Partners $200 to $250 Principals/Managers $110 to $190 Seniors $80 to $105 Staffs $60 to $75 Arsement Redd will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen Arsement, a partner of Arsement Redd & Morella, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Arsement Redd can be reached at: Stephen Arsement ARSEMENT REDD & MORELLA, LLC Terrace Centre 701 Robley Dr., Suite 200 Lafayette, LA 70503 Tel: (337) 984-7010 Fax: (337) 981-6001 About Mr. Steven Mr. Steven, L.L.C., is a privately held company in New Iberia, Louisiana, engaged in the business of offshore marine vessel leasing. Mr. Steven filed a voluntary petition for relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 18-51277) on Oct. 3, 2018. In the petition signed by Mr. Steven J. Miguez, manager, the Debtor disclosed $5,152,864 in assets and $23,651,405 in liabilities. Robin B. Cheatham, Esq., at Adams and Reese LLP, represents the Debtor. N & N ELECTRIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: N & N Electric, Inc. 6366 NC 96 N Selma, NC 27576 Business Description: N & N Electric, Inc. provides electrical contracting for commercial clients, shopping centers, office buildings, etc. The Company also offers service work and site lighting. Chapter 11 Petition Date: April 25, 2019 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Case No.: 19-01881 Judge: Hon. Joseph N. Callaway Debtor's Counsel: Jason L. Hendren, Esq. HENDREN, REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: 919 573-1422 919 420-7867 Fax: 919 420-0475 E-mail: jhendren@hendrenmalone.com - and - Rebecca F. Redwine, Esq. HENDREN, REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: 919 420-0941 Fax: 919 420-0475 E-mail: rredwine@hendrenmalone.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen Narron, 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/nceb19-01881.pdf NANOMECH INC: Seeks to Hire Gellert Scali as Legal Counsel ---------------------------------------------------------- NanoMech, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Gellert Scali Busenkell & Brown, LLC as its legal counsel nunc pro tunc to April 15. The services Gellert will render are: (a) provide the Debtor with advice and prepare all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; (b) take all necessary actions to protect and preserve the Debtor's estate during the pendency of its Chapter 11 case, including the prosecution of actions by the Debtor and the defense of actions commenced against the Debtor; (c) advise the Debtor of its rights and obligations under the Bankruptcy Code; and (d) provide all other legal services for the Debtor which may be necessary in its bankruptcy case. The firm's hourly billing rates as of April 15 are: Michael Busenkell $460 Ronald Gellert $460 Associates/Of Counsel $275 Paraprofessionals $105 to $210 Gellert received a retainer of $50,000. Michael Busenkell, Esq., a partner at Gellert, attests that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Busenkell, Esq. 1201 N Orange St., Suite 300 Wilmington, DE 19801 Phone: 302-425-5800 About NanoMech Inc. NanoMech, Inc., an ISO 9001:2015 certified organization, is focused on patented platform nanomanufacturing technologies. It is a privately held company formed in 2002. NanoMech filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10851) on April 15, 2019. In the petition signed by Benjamin Waisbren, chief restructuring officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. Michael G. Busenkell, Esq., at Gellert Scali Busenkell & Brown, LLC, represents the Debtor as counsel. The case has been assigned to Judge Christopher S. Sontchi. NANOMECH INC: Seeks to Hire Speyside as Financial Advisor --------------------------------------------------------- NanoMech, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Speyside Advisors, LLC as its financial advisor. The firm will provide these services: a. perform an initial due diligence review of the Debtor to familiarize itself with the historical and projected business and financial performance of the Debtor; b. review and assess the Debtor's short-term and long-term projected cash flows; c. discuss with the Debtor's legal counsel, board and chief restructuring officer the strategic alternatives available to the Debtor, including the process for selling its assets; d. provide court testimony; e. pursue the approved strategic alternatives and assist in executing the appropriate transaction, including: 1. develop marketing materials and other relevant supporting information and documents describing the Debtor and its assets; 2. identify potential buyers, lenders or investors; 3. contact potential purchasers, lenders or investors and arrange meetings and otherwise facilitate the due diligence process between the Debtor and those parties; 4. facilitate the receipt of bids or term sheets; 5. perform analysis of the strategic alternatives; 6. present such analysis to the court, if applicable; and 7. document and close the transactions. f. provide other financial advisory services to the Debtor in connection with its Chapter 11 case. Speyside's compensation includes: a. A cash advisory fee of $25,000 per month; b. A cash fee in an amount equal to 5% of the gross value received from a sale of the Debtor's assets or the gross value of a recapitalization of the Debtor's business. However, if the gross value of the sale or recapitalization of the Debtor's business does not exceed $9.3 million, Speyside will forego the payment of the success fee. The success fee will be payable and subject to Section 238(a) of the Bankruptcy Code. Daniel Gillett, founding partner of Speyside, attests that his firm is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel A. Gillett Speyside Advisors, LLC 1910 Pacific Avenue, Suite 5060 Dallas, TX 75201 Phone: 214-228-8732 About NanoMech Inc. NanoMech, Inc., an ISO 9001:2015 certified organization, is focused on patented platform nanomanufacturing technologies. It is a privately held company formed in 2002. NanoMech filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10851) on April 15, 2019. In the petition signed by Benjamin Waisbren, chief restructuring officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. Michael G. Busenkell, Esq., at Gellert Scali Busenkell & Brown, LLC, represents the Debtor as counsel. The case has been assigned to Judge Christopher S. Sontchi. NASHVILLE PHARMACY: Unsecureds to Get $3.5MM, Plus 5% Interest --------------------------------------------------------------- Nashville Pharmacy Services, LLC, filed a Chapter 11 plan of reorganization and accompanying disclosure statement. Unsecured Claims, in Class 5, are impaired. Class 5 Claims will be satisfied by payments of their Pro Rata share of $3,500,000, together with interest on that amount at the rate of 5%. The Debtor shall make an initial payment of $300,500 for Pro Rata application to Class 4 (McKesson Corporation's Claims) and Class 5 Claims on the Effective Date, and additional Pro Rata payments to Class 4 and 5 Claimants thereafter on a quarterly basis, with the first such payment being due 90 days after the Effective Date. The amount of each quarterly payment will be the principal and interest payment that would be due if the entire $3,500,000 balance where amortized over a ten year period. In order to retain his Ownership Interests, Kevin Hartman, or other persons approved by him, will contribute to the Debtor on or before the Effective Date at least $250,000. These funds will be used to fund payments provided for in the Plan. The Debtor has made changes to its business since the Petition Date that are expected to generate cash needed on the Effective Date of the Plan and to generate cash flow sufficient to make the payments due under the Plan on an on-going basis. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/yxq25nl4 from PacerMonitor.com at no charge. The hearing on the approval of the Disclosure Statement is scheduled for May 21, 2019 at 09:00 AM. Responses are due by May 9. About Nashville Pharmacy Services Nashville Pharmacy Services, LLC, operates NPS Pharmacy, a pharmacy specializing in HIV and AIDS-related medicine. Nashville Pharmacy Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-08144) on Dec. 8, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of the same range. The case is assigned to Judge Marian F. Harrison. The Debtor tapped Bass, Berry & Sims PLC as its bankruptcy counsel, and Waller Lansden Dortch & Davis, LLP as its special counsel. No official committee of unsecured creditors has been appointed. NATIONAL AUTO: May 22 Plan Confirmation Hearing ----------------------------------------------- The Disclosure Statement explaining the joint Chapter 11 plan of reorganization of National Auto Lenders, Inc., and the Official Committee of Unsecured Creditors is conditionally approved. The hearing on the final approval of the joint disclosure statement, confirmation hearing and hearing on fee applications is on May 22, 2019 at 2:30 p.m. Deadline for filing ballots accepting or rejecting plan is on May 15, 2019. Deadline for objections to confirmation is May 17, 2019. Deadline for objections to final approval of the disclosure statement is on May 17, 2019. Class 3 - Allowed General Unsecured Trade Claims are unimpaired with estimated amount of allowed claims of $140,000. The estimated percentage recovery is 100%. Allowed General Unsecured Trade Claims shall be paid in full, within 21 days of the Effective Date. The Plan will be implemented and financed through the cash generated by the Debtor's operations. A full-text copy of the Joint Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/y3pv8t7afrom PacerMonitor.com at no charge. Counsel for the Debtor is Paul Steven Singerman, Esq., and Brian G. Rich, Esq., at Berger Singerman LLP, in Miami, Florida. About National Auto Lenders National Auto Lenders, Inc. -- http://www.nalenders.com/-- is a non-prime auto finance company that purchases loans from auto dealers. It has been established for more than 20 years and buys loans in multiple states. National Auto Lenders is headquartered in Miami, Florida. National Auto Lenders, Inc., filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (Bankr. S.D. Fla. Case No. 18-24586) on Nov. 23, 2018. In the petition signed by Dania Ramos-Infante, vice president, CFO, and COO, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Laurel M. Isicoff presides over the case. Berger Singerman LLP, led by Paul Steven Singerman, is the Debtor's counsel. The U.S. Trustee for Region 21 on Dec. 4, 2018, appointed nine creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The committee retained Paul J. Battista, Esq. and the law firm of Genovese Joblove & Battista, P.A., as counsel; and Soneet Kapila, CPA and the firm of KapilaMukamal, LLP, as financial advisors. NEOVASC INC: Provides Highlights from Annual Conference of DGK -------------------------------------------------------------- Neovasc Inc. has provided highlights from the 85th Annual Conference of the German Society of Cardiology ("DGK"), which took place in Mannheim, Germany, April 24 – 27, 2019. The Company sponsored a Reducer Symposium, which was attended by over 100 attendees and Neovasc's management held numerous discussions throughout the Conference with German physicians, regarding their own experience with, and interest in, the Neovasc Reducer therapy for their patients suffering from refractory angina. Prof. Gori (Mainz) and Prof. Reinecke (Munster) chaired a symposium on the Reducer, which included presentations from several physicians, incl. Prof. Kische (Berlin), Dr. Schnupp (Coburg), Prof. Liebetrau (Bad Nauheim) and Dr. Mahnkopf (Coburg) on several aspects, including further objective evidence of the safety and effectiveness in treating patients with a low quality of life and limited options for treatment. The presentations were followed by a Question and Answer session. "We were honored to hear the closing remarks from Prof. Reinecke pointing to the large amount of Reducers implanted to-date with most of them in published data or enrolled in clinical studies, as well as the successful execution of a sham controlled randomized clinical study, being the gold standard for the development of a new therapy, said Fred Colen, CEO of Neovasc. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$108.04 for the year ended Dec. 31, 2018, compared to a net loss of US$22.90 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Neovasc had US$11.99 million in total assets, US$21.66 million in total liabilities, and a total deficit of US$9.66 million. Grant Thornton LLP, in Vancouver, BC, the Company's auditor since 2002, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a net loss of $108,042,868 during the year ended Dec. 31, 2018, and as of that date, the Company's liabilities exceeded its assets by $9,666,884. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NETFLIX INC: S&P Rates New Unsec. Notes Due 2029 'BB-' ------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery ratings to Netflix Inc.'s proposed approximately $2 billion senior unsecured notes due 2029. The company will split the notes between a dollar-denominated tranche and a euro-denominated tranche. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 65%) of principal in the event of a payment default. Netflix plans to use the net proceeds from the notes for continued investments in original content and general corporate purposes. Pro forma for the debt issuance, the company's adjusted leverage will remain at 5.0x (as of March 31, 2019). However, S&P expects its adjusted leverage to decrease to about 4.5x by the end of 2019. S&P's 'BB-' issuer credit rating on Netflix reflects its expectation for continued EBITDA margin improvement driven, in part, by price increases and continued, accelerated subscriber growth. These factors demonstrate the strength of the company's business model and its ability to expand globally, increase its margins, and manage its rising debt burden. "Netflix has effectively positioned itself as a premier video library for online viewers in developed markets and is well positioned to accelerate its growth and capture further international market share. However, the company's significant content investments will likely lead it to continue to generate multibillion-dollar free cash flow deficits over the next 2-3 years," S&P said. That, along with the increasing competition from existing and new subscription video on demand (SVOD) platforms, remain the significant risks to its business, according to the rating agency. Ratings List Netflix Inc Issuer Credit Ratings BB-/Stable New Ratings Sr Unsecd US mil USD / EUR Multi currency issue due 2029 BB- Recovery Ratings 3(65%) EURO mil USD / EUR Multi currency issue due 2029 BB- Recovery Ratings 3(65%) NETSMART LLC: S&P Alters Outlook to Stable; Affirms 'B-' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on Netsmart LLC to stable from positive and affirmed its 'B-' issuer credit rating. Meanwhile, S&P's 'B-' first lien senior secured issue-level rating, with a recovery rating of '3', and its 'CCC' second lien issue-level rating, with a recovery rating of '6' are unchanged. "The outlook revision to stable reflects the company's recent underperformance, which was below our prior expectations largely due to weaker operating performance stemming from fewer than expected large deals signed in the first three quarters of 2018, combined with a potential debt-financed acquisition, resulting in higher leverage than we expected.," S&P said. Based on these results, and S&P's updated expectations, the rating agency has lowered its forecast to reflect the company's lower margins, which are in large part due to the shortfall of larger deals signed, which created less one-time high-margin license revenue. S&P's revised forecast results in projected leverage of about 8.5x in 2019 and 7.6x in 2020, prior to any acquisitions beyond 2019. The rating agency expects the business to produce $20 million-$25 million in discretionary cash flow in 2019 and 2020, and free operating cash flow (FOCF) to debt to be about 2.5% in 2019 and 3.5% in 2020. S&P previously expected FOCF to debt to be above 5.0% in 2019. "The stable outlook reflects our belief that the company will continue to grow modestly through organic growth complemented with debt-financed tuck-in acquisitions," the rating agency said. NORTHERN DYNASTY: Will Hold its Annual Meeting on June 11 --------------------------------------------------------- Northern Dynasty Minerals Ltd.'s annual general meeting of shareholders will be held at 2:00 p.m. PDT on Tuesday June 11, 2019. Meeting materials with details on the location of the meeting will be mailed to shareholders on or about May 2, 2019. The Company also advised that consistent with previous years its audited consolidated financial statements for the fiscal year ended Dec. 31, 2018, included in the Company's Annual Report on Form 40F, contained an audit report from its independent registered public accounting firm with a going concern emphasis of matter. Release of this information is required by Section 610(b) of the NYSE American Company Guide. It does not represent any change or amendment to any of the Company's filings for the fiscal year ended Dec. 31, 2018. The Company also announced that Mark Peters has joined Northern Dynasty as chief financial officer, replacing Marchand Snyman who has resigned from his role with the Company. Mark Peters has more than 18 years of experience in the areas of financial reporting and taxation, working primarily with Canadian and US public corporations. He is an experienced chief financial officer, having served as CFO for Hunter Dickinson Services Inc. since 2016 and a TSX Venture-listed company since 2012. Prior to that, Mr. Peters led the tax department for the HDI group of companies. Before joining HDI in 2007, Mr. Peters worked for PricewaterhouseCoopers LLP in the both the audit and tax groups. Mr. Peters is a Chartered Professional Accountant and holds a Bachelor of Arts degree in Economics from the University of Victoria. "I've had the pleasure of working with Mark for several years, both in his capacity as CFO for HDI and as Senior Manager of the tax function, where he provided strategic counsel and implemented efficient financial planning to the public companies associated with Hunter Dickinson Inc.," said Ron Thiessen, Northern Dynasty President and CEO. "We welcome him to the Northern Dynasty team." Thiessen added: "I would also like to acknowledge and thank Marchand Snyman for his contributions to Northern Dynasty as CFO over the past 11 years." While Marchand is resigning as CFO at Northern Dynasty he will be remaining with HDI and therefore available to the Company. About Northern Dynasty Minerals Ltd. Northern Dynasty -- http://www.northerndynastyminerals.com/-- is a mineral exploration and development company. Northern Dynasty's principal asset, owned through its wholly-owned Alaska-based US subsidiary Pebble Limited Partnership, is a 100% interest in a contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The Company is listed on the Toronto Stock Exchange under the symbol "NDM" and on the NYSE American Exchange under the symbol "NAK". The Company's corporate office is located at 1040 West Georgia Street, 15th floor, Vancouver, British Columbia. Northern Dynasty reported a net loss of C$15.95 million for the year ended Dec. 31, 2018, compared to a net loss of C$64.86 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had C$161.92 million in total assets, C$13.71 million in total liabilities, and C$148.21 million in total equity. Deloitte LLP, in Vancouver, Canada, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a net loss during the year ended Dec. 31, 2018 and, as of that date, the Company's consolidated deficit was $487 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. NOTOX TECHNOLOGIES: Accumulated Deficit Casts Going Concern Doubt ----------------------------------------------------------------- Notox Technologies Corp. filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of CAS342,490 on CAS0 of sales for the three months ended Feb. 28, 2019, compared to a net loss and comprehensive loss of CAS146,259 on CA$0 of sales for the same period in 2018. At Feb. 28, 2019 the Company had total assets of CAD1,225,730, total liabilities of CAD3,878,327, and CAD2,652,597 in total shareholders' deficiency. Company President John Marmora states, "As at February 28, 2019, we had a working capital deficiency of CA$3,446,326 and an accumulated deficit of CA$12,249,108. Our continuation as a going concern is dependent upon the continued financial support from our stockholders, our ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/jgeE7U Notox Technologies Corp. is a holding company operating through Tropic Spa Inc., a company that manufactures and sells Home Mist Tanning units that deliver a full-body application. The Company was incorporated under the laws of the state of Nevada on October 29, 2007 under the name Rockford Minerals Inc. It changed its name to Notox Technologies Corp. on November 19, 2018. NUSTAR ENERGY: S&P Downgrades ICR to BB-; Outlook Stable -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on San Antonio, Texas-based midstream partnership NuStar Energy L.P. to 'BB-' from 'BB', saying the partnership's leverage remains elevated due to its large capital spending projects. At the same time, S&P lowered its issue-level rating on the partnership's senior unsecured debt to 'BB-' from 'BB' and its issue-level rating on the partnership's subordinated notes to 'B' from 'B+'. S&P's '3' recovery rating on the senior unsecured debt and '6' recovery rating on the subordinated notes remain unchanged. In addition, S&P lowered its issue-level rating on NuStar's series A, B, and C perpetual preferred securities to 'B-' from 'B'. The downgrade reflects S&P's view that NuStar's leverage will be above 6.5x on an S&P-adjusted basis in 2019. The partnership's capital spending program continues to require it to borrow, which will pressure its leverage metrics through S&P's forecast period. NuStar expects to spend approximately $550 million in 2019 to complete its growth projects, much of which are backed by contracted cash flows. While the additional EBITDA from the growth projects would reduce the partnership's leverage metric, this is partly offset by the execution risk inherent in the projects. Challenges in NuStar's storage segment have also pressured its leverage metrics, specifically the reduced cash flows attributed to its St. Eustatius terminal. While NuStar has taken a number of positive credit actions over the past 18 months -- including lowering its distributions, simplifying its partnership structure and selling its European assets -- S&P views them as insufficient to reduce the company's leverage below the rating agency's target range to maintain a 'BB' rating. "The stable outlook on NuStar reflects our view that the partnership will execute its growth projects and increase its volumes, especially in the Permian system. Therefore, we expect its S&P-adjusted leverage of 6.9x in 2019 to decline to 6.3x in 2020," S&P said. The rating agency also expects the partnership to maintain adequate liquidity "We could consider lowering our rating on NuStar if its leverage remains above 7x on an S&P Global Ratings-adjusted basis or if its liquidity deteriorates. This could occur because of a weaker-than-expected performance in the partnership's base business or stalled expansion from its growth projects, including those in its Permian system," S&P said. "We could raise our rating on NuStar if it is able to maintain S&P-adjusted debt to EBITDA of less than 5.5x. This could occur due to better-than-forecasted cash flows from the partnership's storage segment or greater-than projected volume growth in its Permian crude gathering system," S&P said. NUTRIBAND INC: Sadler, Gibb & Assoc. Raises Going Concern Doubt --------------------------------------------------------------- Nutriband Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $3,331,240 on $245,285 of revenue for the year ended Jan. 31, 2019, compared to a net loss of $2,671,946 on $0 of revenue for the year ended in 2018. The audit report of Sadler, Gibb & Associates, LLC, states that the Company has suffered recurring losses from operations and has a net capital deficiency which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Jan. 31, 2019, showed total assets of $2,807,618, total liabilities of $403,006, and a total stockholders' equity of $2,404,612. A copy of the Form 10-K is available at: https://is.gd/QoOQ5X Nutriband Inc. operates in the health supplement market. Its product line consists of an energy patch line; a weight management patch line; a multivitamin patch line; a children's multivitamin patch line; an amino acid patch line; an anti-wrinkle patch line; an insect repellant patch line; a detox patch line; a PMS patch line; a sleep patch line; and a nausea and motion sickness patch line. Nutriband Inc. was incorporated in 2016 and is headquartered in Orlando, Florida. OAKLAND PARK: Shareholder Adds 2 Classes of Claims to New Plan -------------------------------------------------------------- The Alice Marquez Revocable Trust files an Amended Plan of Reorganization and accompanying Amended Disclosure Statement for The Oakland Park Inn, Inc., to add two classes of claims -- Class 6 consisting of Tax Penalties of the State of Florida Department of Revenue and the Internal Revenue Service and Class 7 consisting of Tax Penalties of Broward County -- and additional funding for the plan payments. The Plan Proponent, in order to ensure that the Plan of Reorganization is fully funded through the sale of the hotel property and, as part of the Plan of Reorganization, intends to convey an interest in the hotel property to OPI. The interest to OPI will be capped at $5,000,000.00, which will be held in Trust on behalf of the creditors of OPI as set forth in the Plan of Reorganization. In the event additional funds are needed complete contingent Proofs of Claim, an additional $1,000,000 will also be held, but will not be considered property of OPI. Class 6 - Tax Penalties of the State of Florida Department of Revenue and the Internal Revenue Service are impaired. The Plan Proponent estimates that this Class may consist of $250,000.00 of claims, but the filed Proofs of Claim are not clear and will need to be decided or agreed upon between the Plan Proponent and the Claimant. The holder of a Class 6 claim will be entitled to a pro-rata distribution from a fund of $25,000.00 which will be set aside for these claimants and will be paid its pro-rata share in cash, upon effective date of this Plan, as otherwise agreed to by the holders of these claims and the Debtor, or the date on which such claims are allowed by a Final Order. Class 7 - Tax Penalties of Broward County are impaired. This Class is estimated to be approximately $283,000.00. The holder of a Class 7 claim will be entitled to be paid in full, in cash, upon effective date of this Plan, as otherwise agreed to by the holders of these claims and the Debtor, or the date on which such claims are allowed by a Final Order, but only if subsequent litigation is decided in Broward County's favor that the Plan Proponent is the alter ego of the Debtor. Otherwise, this Class will be paid $25,000.00 upon the entry of a Final Order determining this claim. Class 8 - Equity Interest Holders are impaired. Class 8 is deemed to have rejected this Plan. The shares of the Debtor's stock will be canceled and the Equity Interest Holders will receive all of the stock in the reorganized Debtor which is estimated to be 100 shares. While the Plan Proponent believes that it is entitled to a claim in excess of $1,200,000, the Plan Proponent is waiving any right to a distribution under this Plan and is infusing approximately $4,000,000 to $5,000,000 into this Plan in order to resolve most of the case issues. A full-text copy of the Amended Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/yy7cmnzu from PacerMonitor.com at no charge. About Oakland Park Inn Oakland Park Inn Inc. -- http://ramadaoaklandparkinn.com/-- owns and operates the Ramada Oakland Park Inn located at 3001 N. Federal Highway, Fort Lauderdale. The Ramada branded hotel features outdoor heated pool, business center, fitness center, tiki bar, and restaurant. Oakland Park Inn filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10620) on Jan. 16, 2019. In the petition signed by Walter W. Johnson, Jr., authorized representative, the Debtor disclosed $7,118 in assets and $3,187,752 in liabilities. The Hon. John K. Olson oversees the case. Kevin C. Gleason, Esq., at Florida Bankruptcy Group, LLC, serves as the Debtor's bankruptcy counsel. Soneet Kapila was appointed as Chapter 11 trustee for the Debtor's bankruptcy estate. The Alice Marquez Revocable Trust is represented by John A. Moffa, Esq., at Moffa & Breuer, PLLC, in Plantation, Florida. OLB GROUP: Liggett & Webb P.A. Raises Going Concern Doubt --------------------------------------------------------- The OLB Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $1,393,544 on $9,019,876 of total revenue for the year ended Dec. 31, 2018, compared to a net loss of $662,297 on $183,998 of total revenue for the year ended in 2017. The audit report of Liggett & Webb P.A. states that there is substantial doubt about the Company's ability to continue as a going concern, citing limited cash resources, recurring cash used in operations and a history of operating losses. The Company's balance sheet at Dec. 31, 2018, showed total assets of $11,999,274, total liabilities of $13,721,312, and a total stockholders' deficit of $1,722,038. A copy of the Form 10-K is available at: https://is.gd/nXmLUp The OLB Group, Inc., provides health-related discount benefit plans in the United States. It also offers e-commerce development and consulting services. The OLB Group, Inc., was founded in 1993 and is based in New York, New York. ORCHIDS PAPER: Hires Houlihan Lokey as Financial Advisor -------------------------------------------------------- Orchids Paper Products Company, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Capital, Inc., as financial advisor to the Debtor. Orchids Paper requires Houlihan Lokey to: (a) assist the Debtors in the development, preparation and distribution of selected information, documents and other materials in an effort to create interest in and to consummate any Transaction; (b) solicit and evaluate indications of interest and proposals regarding any Transaction(s) from current and/or potential equity investors, acquirers and/or strategic partners; (c) solicit and evaluating proposals regarding any DIP Financing Transaction from current and/or potential creditors or other parties, including, without limitation, the Debtors' current secured lender; (d) assist the Debtors with the development, structuring, negotiation and implementation of any Transaction(s) as well as any DIP Financing Transaction, including participating as a representative of the Debtors in negotiations with creditors and other parties involved in any Transaction(s) or DIP Financing Transaction; (e) advise and attend meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as the Debtors and Houlihan Lokey determine to be necessary or desirable; (f) provide expert advice and testimony regarding financial matters related to any Transaction(s), as well as a DIP Financing Transaction, if necessary; (g) provide such other financial advisory and investment banking services as may be agreed upon in writing by Houlihan Lokey and the Debtors; (h) communicate with the Debtors' secured lenders; and (i) conduct market research to determine fair and reasonable terms and conditions with respect to the DIP Financing Transaction. Houlihan Lokey will be paid as follows: a) Initial Fee: In addition to the other fees provided for herein, upon the execution of this Agreement, the Debtors shall pay Houlihan Lokey a nonrefundable cash fee of $100,000, which shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement ("Initial Fee"); b) Monthly Fees: In addition to the other fees provided for herein, upon the first monthly anniversary of the Effective Date, and on every monthly anniversary of the Effective Date during the term of this Agreement, the Debtors shall pay Houlihan Lokey in advance, without notice or invoice, a nonrefundable cash fee of $100,000 ("Monthly Fee"). Each Monthly Fee shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement and performing services as described herein; and c) DIP Financing Fee: Upon the final closing of a DIP Financing Transaction, Houlihan Lokey shall earn, and the Debtors shall pay as a cost of such DIP Financing Transaction, a cash fee of $200,000 (the "DIP Financing Fee"). The DIP Financing Fee shall be separate and distinct from the Transaction Fee (as such term is defined in the Agreement), and Houlihan Lokey shall not be entitled to a Transaction Fee upon the closing of any DIP Financing Transaction but only upon the closing a Transaction (other than a DIP Financing Transaction) pursuant to the terms and conditions set forth in the Engagement Agreement. d) Transaction Fee(s): In addition to the other fees provided for herein, the Debtors shall pay Houlihan Lokey the following transaction fee(s): Upon the closing of each Transaction, Houlihan Lokey shall earn, and the Debtors shall thereupon pay immediately and directly from the gross proceeds of such Transaction, as a cost of such Transaction, a cash fee ("Transaction Fee") equal to: i. $1,500,000; plus ii. 1.5% of the Aggregate Gross Consideration ("AGC") between $150 million and $200 million plus 3% of the AGC in excess of $200 million. If more than one Transaction is consummated, Houlihan Lokey shall be compensated based on the AGC from all Transactions, calculated in the manner set forth above. During the 90 days prior to the commencement of the Chapter 11 Cases, the Debtors paid Houlihan Lokey a total of $314,121.28 in the aggregate for professional services performed and expenses incurred. In addition, prior to the Petition Date, Houlihan Lokey received $10,000 as a retainer. Houlihan Lokey will also be reimbursed for reasonable out-of-pocket expenses incurred. Reid Snellenbarger, partner of Houlihan Lokey Capital, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Houlihan Lokey can be reached at: Reid Snellenbarger HOULIHAN LOKEY CAPITAL, INC. 10250 Constellation Blvd., 5th Floor Los Angeles, CA 90067 Tel: (310) 553-8871 Fax: (310) 553-2173 About Orchids Paper Products Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath oversees the cases. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. ORCHIDS PAPER: Seeks to Hire Polsinelli as Counsel -------------------------------------------------- Orchids Paper Products Company, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Polsinelli PC, as counsel to the Debtor. Orchids Paper requires Polsinelli to: a. take all necessary action to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b. review all pleadings filed in the Chapter 11 Cases; c. provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business; d. prepare on behalf of the Debtors, as debtors in possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtors' estates; e. appear in court and protect the interests of the Debtors before this Court; f. assist with any disposition of the Debtors' assets, by sale or otherwise; g. take all necessary or appropriate actions in connection with any plan of reorganization and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and h. perform all other legal services in connection with the Chapter 11 Cases as may reasonably be required. Polsinelli will be paid at these hourly rates: Shareholders $365 to $940 Non-shareholders $275 to $690 Paraprofessionals $145 to $345 Polsinelli discloses that $1,863,583 in aggregate fees and expenses have been paid in the 12 months preceding the Petition Date. Of that amount, Polsinelli received payments totaling $825,596 during the 90 days prior to the Petition Date. Polsinelli's fees and expenses were regularly applied against the existing Retainers, and the Debtors regularly replenished the Retainers, leaving a retainer balance of $125,000 through the Petition Date. All of Polsinelli's fees and expenses prior to the Petition Date were paid in full and Polsinelli maintains $125,000 in trust. Polsinelli will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher A. Ward, a partner of Polsinelli PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Polsinelli can be reached at: Christopher A. Ward, Esq. Shanti M. Katona, Esq. Brenna A. Dolphin, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 E-mail: cward@polsinelli.com skatona@polsinelli.com bdolphin@polsinelli.com About Orchids Paper Products Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. OUTLOOK THERAPEUTICS: Eliminates Chief Medical Officer Post ----------------------------------------------------------- Kenneth M. Bahrt, M.D., was terminated as the chief medical officer of Outlook Therapeutics, Inc. with immediate effect in connection with the elimination of his position, according to a Form 8-K filed with the Securities and Exchange Commission. Dr. Bahrt and the Company entered into a Separation Agreement and Release, dated April 23, 2019, to memorialize the terms of his severance arrangements with the Company. The Separation Agreement becomes effective, in accordance with its terms, on May 1, 2019, the eighth day after execution of the Separation Agreement. Pursuant to the Separation Agreement, and consistent with the terms of his employment agreement, dated Feb. 22, 2016, Dr. Bahrt will receive, as severance, his current base salary ($400,000) for 12 months, 12 months of COBRA reimbursement, and accelerated vesting of 50% of his unvested equity awards. Dr. Bahrt has agreed to non-solicit and non-compete covenants, as well as executed a general release of claims. 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. PANIOLO CABLE: Trustee Hires Ducera Partners as Investment Banker ----------------------------------------------------------------- Michael Katzenstein, the Chapter 11 Trustee of Paniolo Cable Company, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Hawaii to employ Ducera Partners LLC, as investment banker to the Trustee. The Trustee requires Ducera Partners to: -- General Advisory Services. Providing investment banking Advisory services to the Trustee including, for example, assisting the Trustee with negotiations with Sandwich Isles Communications, Inc., analysis of the Debtor's liquidity, assisting with the evaluation of the Debtor's financial performance and capital structure, and any other advisory services as are customarily provided in connection with engagements of this type; and -- Asset Sale. Provide financial advice to the Trustee in structuring, evaluating and effecting a sale of the Debtor's assets including, for example, assisting with identifying potential purchasers or parties of interest, as well as assisting with the due diligence process and negotiations the terms and structure of any proposed sale. Ducera Partners will be paid as follows: (a) General Advisory Services of $30,000 (the "Monthly Fee"), due and payable from the proceeds of any debtor-in- possession financing. The Monthly Fee shall commence on March 1, 2019, and be payable on the first day of each and every month thereafter, until the earlier of: (i) the consummation of a Transaction; and (ii) termination of this Superseding Agreement; plus, (b) Upon consummation of a Transaction (the "Transaction Fee"). The calculation of Transaction Fees: (i). If the Asset is acquired by an extstlng creditor (a "Creditor Purchaser"), the Client agrees to pay Ducera a Transaction Fee equal to $850,000 from the proceeds of any debtor-in- possession financing. The Transaction Fee shall be payable upon consummation of the Transaction; or, (ii) If the Asset is acquired by any individual or entity, including, but not limited to, any special purpose vehicle or conduit, other than an existing creditor, the Firm's usual rates will apply. Ducera Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley C. Meyer, partner of Ducera Partners LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ducera Partners can be reached at: Bradley C. Meyer DUCERA PARTNERS LLC 499 Park Avenue, 16th Floor New York, NY 10022 Tel: (212) 671-9700 About Paniolo Cable Company Paniolo Cable Company, LLC, owns a fiber optic network connecting five major Hawaiian Islands. Paniolo Cable Company filed a Chapter 11 petition (Bankr. D. Haw. Case No. 18-01319) on Nov. 13, 2018, and was represented by Andrew V. Beaman, Esq., in Honolulu, Hawaii. Michael Katzenstein was appointed as the Chapter 11 Trustee of Paniolo Cable Company. Ducera Partners LLC is the Trustee's investment banker. PARKER DRILLING: Sylvia Mayer Appointed as Ch. 11 Examiner ---------------------------------------------------------- Henry G. Hobbs, Jr., a United States Trustee, asked the U.S. Bankruptcy Court for the Southern District of Texas to approve the appointment of Sylvia Mayer as Chapter 11 Examiner for Parker Drilling Company. The appointment of Mayer was made pursuant to an Order, dated February 26, 2019, directing the U.S. Trustee to appoint a Chapter 11 examiner for the Debtor. The U.S. Trustee consulted with Trey A. Monsour, counsel for Barings, LLC; Brian E. Schartz, counsel for Parker Drilling Company; and Marty L. Brimmage, Jr., counsel for the Consenting Stakeholders regarding the appointment of a chapter 11 examiner. Mayer disclosed that she has no connections with the Debtor, creditors, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee except that she was previously a partner with Weil, Gotshal & Manges LLP. She further disclosed that both Chris Marcus, representing the Debtors and Trey Monsour, representing the movant, Barings, were formerly with Weil. Likewise, Mayer mentioned that she is currently serving on the Coal Act Retirees Committee in the Westmoreland bankruptcy case where Kirkland & Ellis also represents the Debtors. Sylvia Mayer can be reached at: Sylvia Mayer, Esq. S. MAYER LAW P.O. Box 6542 Houston, TX 77265. Tel: (713) 893-0339 About Parker Drilling Company Houston-based Parker Drilling (OTC:PKDSQ) -- http://www.parkerdrilling.com/-- provides drilling services and rental tools to the energy industry. The Company's Drilling services business serves operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in select U.S. and international markets and harsh environment regions utilizing Parker-owned and customer-owned equipment. The Company's Rental Tools Services business supplies premium equipment and well services to operators on land and offshore in the U.S. and international markets. Parker Drilling Company and 19 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12, 2018. Parker Drilling reported $937.2 million in assets and $695.5 million in liabilities as of Sept. 30, 2018. The Hon. Marvin Isgur is the case judge. Kirkland & Ellis LLP is serving as legal advisor to Parker in connection with the restructuring. Moelis & Company is serving as Parker's investment banker, and Alvarez & Marsal is serving as its financial advisor. Jackson Walker L.L.P. is the local and conflicts counsel. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP serves as legal advisor to the stakeholders that are parties to the RSA while Houlihan Lokey serves as financial advisor. No official committee of unsecured creditors has been appointed. PEM FAMILY LIMITED: Creditor Seeks Dismissal, Trustee Appointment ----------------------------------------------------------------- Gaddis Capital Corporation, a creditor of PEM Family Limited Partnership I, et al., asked the U.S. Bankruptcy Court for the Southern District of Florida to dismiss the Chapter 11 case of the Debtor or, in the alternative, appoint a Chapter 11 trustee or examiner for the Debtors. Gaddis Capital filed the Motion to appoint a Chapter 11 trustee or examiner without waiving any claims, arguments, or positions asserted in the Motions to Dismiss, and expressly reserving same, based on newly discovered evidence. Further, Gaddis Capital emphasized that based upon the existence of pre-petition fraudulent transfers and conversion of the Debtors' assets by Mr. Philip E. Morgaman and Mrs. Sandra Morgaman as insiders, as well as the failure of the Debtors to provide truthful and complete information on the Statements of Financial Affairs, as well as the Debtors' express unwillingness to pursue any causes of action related to the transfers, and the conflict of interest and self-dealing by Debtors' management, and in the event the Court declines to dismiss the Bankruptcy Cases as requested in the Motions to Dismiss, Gaddis Capital believes that a trustee or examiner should be appointed pursuant to Section 1104 of the Bankruptcy Code. Counsel for Gaddis Capital Corporation: Charles M Tatelbawn, Esq. Christina V. Paradowski, Esq. TRIPP SCOTT, P.A. 1 10 Southeast 6th Street, 15th Floor Fort Lauderdale, FL 33301 Tel: (954) 525-7500 Fax: (954) 761-8475 Email: cmt@trippscott.com cvp@trippscott.com About PEM Family Limited Boca Raton, Fla.-based PEM Family Limited Partnership I and its affiliates filed voluntary Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 19-12916) on March 5, 2019. In the petitions signed by Philip E. Morgaman, trustee for PEM Family's general partner, PEM LLC, the Debtors each declared $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The case has been assigned to Judge Mindy A. Mora. Craig A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC, is the Debtors' legal counsel. PEM FAMILY: Unsecureds to Get Paid in Full Over 78 Months ---------------------------------------------------------- The PEM Family Limited Partnership 1, The SAM Family Limited Partnership 1; PEM Irrevocable Trust 1; and SAM Irrevocable Trust 1, filed a joint Chapter 11 plan and accompanying disclosure statement. Class 2 - Allowed Unsecured Claim of Basso Healy Foundation are impaired. The Allowed Unsecured Claim of Basso Healy Foundation shall be paid in full as follows: a) for thirty (30) consecutive months commencing on the Effective Date, payment of principal of at least one thousand ($1,000) dollars per month plus the then accrued interest at the contract rate; b) commencing on the thirty-first (31st) month following the Effective Date and continuing for forty-seven (47) additional months thereafter, payment of the then remaining principal balance plus interest at the contract rate in forty-eight (48) equal amortized monthly payments. Class 1 - Allowed Secured Claim of Gaddis Capital Corporation are impaired. The Allowed Secured Claim of Gaddis Capital Corporation shall retain all lien rights and shall be paid in full at the contract rate of interest in thirty (30) equal amortized monthly payments commencing on the Effective Date of the Plan. All payments pursuant to the Plan shall be funded from the cash flow of the Debtors, which is generated from the distributions paid monthly to the Debtors on account of the Debtors' interest in the Stock of GCT. A full-text copy of the Disclosure Statement dated April 15, 2019, is available at https://tinyurl.com/yxpbyecz from PacerMonitor.com at no charge. About PEM Family Limited Boca Raton, Fla.-based PEM Family Limited Partnership I and its affiliates filed voluntary Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 19-12916) on March 5, 2019. In the petitions signed by Philip E. Morgaman, trustee for PEM Family's general partner, PEM LLC, the Debtors each declared $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The case has been assigned to Judge Mindy A. Mora. Craig A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC, is the Debtors' legal counsel. PERNIX SLEEP: Phoenix-Led Auction of All Assets Approved -------------------------------------------------------- Pernix Sleep, Inc. and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their sales procedures in connection with the sale of substantially all of their assets to Phoenix Top Holdings, LLC, for an aggregate purchase price composed of a cash and credit bid consideration of approximately $75.6 million, plus the assumption of certain liabilities, subject to overbid. On March 22,2019, the Court entered the Sale Procedures Order approving, among other things, the Sale Procedures, which establish the key dates and times related to the Sale and the Auction. All interested bidders should carefully read the Sale Procedures Order and the Sale Procedures in their entirety. The Sale Procedures set forth the requirements for submitting a Qualified Bid, and any person interest in making an offer to purchase the Assets must comply strictly with the Sale Procedures. Only Qualified Bids will be considered by the Debtors, in accordance with the Sale Procedures. The copies of the Sale Motion, the Sale Procedures and the Sale Procedures Order, as well as all related exhibits, including the Stalking Horse Agreement and all other documents filed with the Court, are available free of charge on the Debtors' case information website, located at https://cases.primeclerk.com/pernix. The Important Dates and Deadlines are: a. Bid Deadline - April 5,2019 at 5:00 p.m. (ET) b. Auction - The Auction, if one is held, will commence on April 11, 2019 at 10:00 a.m. (ET) at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017. c. Sale Objection Deadline - April 8, 2019 at 4:00 p.m. (ET) d. Sale Hearing - April 15, 2019 at 2:00 p.m. (ET) About Pernix Sleep Pernix -- http://www.pernixtx.com/-- is a specialty pharmaceutical company focused on identifying, developing and commercializing prescription drugs, primarily for the United States market, currently focused on the therapeutic areas of pain and neurology. Primarily, Pernix sells three core branded products: Zohydro ER with BeadTek, Silenor, and Treximet. Pernix is headquartered in Morristown, New Jersey. Pernix Sleep, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10323) on Feb. 18, 2019. As of Sept. 30, 2018, Pernix had assets of $274,770,000 and liabilities of $447,052,000. The cases are assigned to Judge Christopher S. Sontch. The Debtors tapped Davis Polk & Wardell LLP as their bankruptcy counsel; Landis Rath & Cobb LLP as Delaware bankruptcy counsel; Guggenheim Securities, LLC as investment banker; Ernst & Young LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. PIER 1 IMPORTS: S&P Lowers ICR to 'CCC-'; Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S. home decor and furniture retailer Pier 1 Imports Inc. to 'CCC-' from 'CCC+'. At the same time, S&P lowered its issue-level rating on the company's senior secured term loan to 'CCC-' from 'CCC+'. The recovery rating remains a '4'. The downgrade reflects S&P's view that the potential for a bankruptcy filing or debt restructuring is continuing to increase, given its expectation for continued negative profits over the coming year. The negative outlook on Pier 1 reflects S&P's view that some form of restructuring is increasingly likely given its accelerated cash burn, the deterioration of its profitability, and the challenges associated with rapidly executing its turnaround plans under a new management team. S&P said it could lower its ratings on Pier 1 if the company announces a restructuring or distressed exchange or if a default appears inevitable. "We could raise our ratings on Pier 1 if its operating prospects improve significantly and on a sustained basis, leading us to believe that the company will repay the 2021 term loan facility in accordance with its original terms," S&P said. PINEY WOODS: Hires Energy Ventures as Sale Advisor -------------------------------------------------- Piney Woods Resources, Inc., and its affiliated-debtors seek authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Energy Ventures Analysis, Inc., as sale advisor to the Debtor. Piney Woods requires Energy Ventures to assist the Debtors in the marketing and sale of their assets as part of the Chapter 11 process, including providing a report regarding the feasibility of whether to sell the surface and subsurface mining operations separately or collectively, whether to abandon for reclamation the surface mining operation and reject the associated executory contracts and providing recommendations on the preferred sales alternative. Energy Ventures will be paid as follows: -- $25,000 per month in advance, three-month minimum, payable by Debtors; plus -- 5% from the cash proceeds received by the Debtors upon the consummation of a sale of the Debtors' assets, payable by Debtors. -- In addition to the above fees payable by Debtors, in the event that letters of credit posted by RCF VI or Tacoa Minerals, LLC ("Tacoa") with Indemnity National Insurance Company ("Indemnity National") to secure reclamation bonding obligations of Debtors are released undrawn, in whole or part, by Indemnity National upon a transfer of applicable permits by Debtors pursuant to a sale or transfer in this case, RCF VI or Tacoa, as the case may be, shall pay to EVA 5% of the released amount of their applicable letter of credit so released by Indemnity National. -- In addition to its fees for professional services, the Firm shall be reimbursed by Debtors for its actual, reasonable out-of-pocket expenses for travel, overnight shipping and other third-party purchases directly related to this engagement, not to exceed $7,500 per month without prior notice to Debtors, and not to exceed $12,500 in any month without prior written authorization from Debtors. Emily S. Medine, partner of Energy Ventures Analysis, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Energy Ventures can be reached at: Emily S. Medine ENERGY VENTURES ANALYSIS, INC. 1800 Beechwood Blvd., Suite 300 Pittsburgh, PA 15217 Tel: (412) 421-2390 E-mail: emedine@evainc.com About Piney Woods Resources Jesse Creek Mining, LLC and its parent company Piney Woods Resources, Inc. are engaged in the production and sale of metallurgical grade coal from a mining complex located in Shelby County, Ala. The Jesse Creek mining complex consists of a surface and highwall mining operation, a preparation plant and an underground mine development project. Mining and development operations were idled on March 27, 2019. Piney Woods Resources and Jesse Creek Mining filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 19-01390) on April 2, 2019. Lee R. Benton, Esq. and Samuel C. Stephens, Esq., at Benton & Centeno, LLP, is the Debtor's counsel. PRECIPIO INC: Implements 1-for-15 Reverse Stock Split ----------------------------------------------------- Specialty cancer diagnostics company Precipio, Inc., has implemented a 1-for-15 reverse stock split of outstanding shares of the company's common stock in order to regain compliance with the Nasdaq minimum bid price requirement of $1.00. While the Company's share price has recently increased, it was not sufficient to regain compliance with the Nasdaq continued listing requirements. On Dec. 20, 2018, the Company held a special meeting of stockholders, at which the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-30, to be determined by the Board of Directors and without reducing the authorized number of shares of Common Stock. The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum bid price requirement for continued listing, as required by Nasdaq Listing Rule 5550(a)(2). As a result of the Reverse Stock Split, every fifteen shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Reverse Stock Split will reduce the number of shares of Common Stock issued and outstanding from approximately 83.7 million to 5.5 million. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would have resulted will be settled in cash equal to the product of (i) the closing sales price of the Common Stock as reported on The Nasdaq Capital Market as of April 26, 2019, multiplied by (ii) the number of shares of Common Stock held by the stockholder immediately prior to April 26, 2019 that would otherwise have been exchanged for such fractional shares. Stockholders holding certificated shares will receive information from Equiniti Trust Company, the Company's transfer agent, regarding the process for exchanging their stock certificates. Stockholders who hold their shares in book-entry form or in "street name" (through a broker, bank or other holder of record) will not be required to take any action. The Common Stock is anticipated to begin trading on a split-adjusted basis on the NASDAQ Capital Market at the market open on April 29, 2019. The trading symbol for the Common Stock will remain "PRPO." Following the reverse stock split, the CUSIP for the Company's Common Stock will be 74019L530. The Reverse Stock Split will also affect the Company's outstanding stock options, warrants and other exercisable or convertible instruments and will result in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. "Over the course of the past couple of weeks, we have seen a recognition of the company's promise in the form of substantial share price appreciation. My team and I are neither satisfied nor content with where we have reached, and we are confident that this is just the beginning," said Ilan Danieli, Precipio's CEO. "I want to thank the many shareholders who sent in emails showing their support for the company and their long term commitment. I echo your sentiment - our team and I believe in the value we are creating both for patients, and for our shareholders, and we will continue to build this company. We have an exciting future ahead of us, and now that we have taken the required steps to address the Nasdaq's continued listing requirements, we can focus on continued growth." About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio incurred a net loss of $15.69 million for the year ended Dec. 31, 2018, compared to a net loss of $20.69 for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $21.60 million in total assets, $15.48 million in total liabilities, and $6.12 million in total stockholders' equity. The Audit Opinion included in the Company's Annual Report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 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. PROMISE HEALTHCARE: PCO Files 2nd Report for Fort Myers Facility ---------------------------------------------------------------- Melanie L. Cyganowski, the appointed Patient Care Ombudsman for Promise Healthcare Group, LLC, et al., filed the second report before the U.S. Bankruptcy Court for the District of Delaware describing his observations at Promise Hospital of Fort Myers. According to the PCO, the morale of the patients and staff at Promise Hospital of Fort Myers appeared fine. The PCO observed that, by all appearances, everyone seemed unconcerned with the bankruptcy. One exception includes the on-call physicians who were initially told that they would not be paid in full for their pre-bankruptcy services. The PCO confirmed that this issue was addressed by the critical vendors motion and does not appear to present any current problem. The PCO added that since the bankruptcy filing, there have not been any changes in administrative practices or any discernible changes in response to regulatory inspections and oversight. The PCO noted that there have been no changes in the number of patient grievances or an increase in HIPAA compliance violations. Further, the PCO reported that the patient care at Promise Fort Myers has not been impacted in any noticeable negative manner. The PCO noted that the efforts of its management, administrators, and staff have been effective in maintaining a “business as usual” approach at the various facilities. A full-text copy of the PCO's Second Report is available at https://is.gd/DzJUGD from PacerMonitor.com at no charge. About Promise Healthcare Group Established in 2003, Promise Healthcare is a specialty post-acute care health company headquartered in Boca Raton, Florida. Promise Healthcare Group, LLC, and its affiliates sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12491) on Nov. 4, 2018. In the petition signed by CRO Andrew Hinkelman, the Debtors estimated assets of $0 to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped DLA Piper LLP and Waller Lansden Dortch & Davis, LLP as general counsel; McDermott Will & Emery LLP as special counsel; FTI Consulting, as financial and restructuring advisor; Houlihan Lokey and MTS Health Partners, L.P., as investment bankers; and Prime Clerk LLC as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 14, 2018. The Committee tapped Pachulski Stang Ziehl & Jones LLP and Sills Cummis & Gross P.C. as its counsel. On Nov. 27, 2018, the U.S. Trustee appointed Melanie L. Cyganowski of Otterbourg P.C. as patient care ombudsman. QUORUM HEALTH: Goldman Sachs Acquires 9.3% Equity Stake ------------------------------------------------------- The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of April 24, 2019, they beneficially own 2,904,538 shares of common stock of Quorum Health Corporation, representing 9.3 percent of the shares outstanding. As of April 1, 2019, there were 31,294,669 shares of Common Stock outstanding as reported by Issuer in its latest definitive proxy statement filed with the SEC on April 19, 2019. GS Group is a Delaware corporation and a bank holding company that (directly or indirectly through subsidiaries or affiliated companies or both) is a global investment banking, securities and investment management firm. Goldman Sachs, a New York limited liability company, is a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is a wholly owned subsidiary of GS Group. The principal address of each Reporting Person is 200 West Street, New York, NY 10282. Goldman Sachs acquired approximately 2.9 million shares of the Issuer for investment purposes by an investing and lending desk and the remainder by other business units of the Reporting Persons in the ordinary course of their market making activities. As disclosed in the SEC filing, the funds for shares of Common Stock acquired for investment purposes and in ordinary course trading activities by Goldman Sachs and reported as beneficially owned in this statement on Schedule 13D came from the working capital of Goldman Sachs. The funds for shares of Common Stock which may be deemed to be beneficially owned by the Reporting Persons held in client accounts, if any, with respect to which Goldman Sachs or another wholly owned subsidiary of GS Group or their employees have investment discretion came from client funds. The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts. A full-text copy of the regulatory filing is available for free at https://is.gd/KID7AK. About Quorum Health Headquartered in Brentwood, Tennessee, Quorum Health -- http://www.quorumhealth.com/-- provides hospital and outpatient healthcare services in its markets across the United States. As of Dec. 31, 2018, the Company owned or leased 27 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,604 beds. Through Quorum Health Resources LLC, a wholly-owned subsidiary, the Company provides hospital management advisory and healthcare consulting services to non-affiliated hospitals across the country. Over 95% of the Company's net operating revenues are attributable to its hospital operations business. Shares in Quorum Health Corporation are traded on the NYSE under the symbol "QHC." Quorum Health incurred net losses attributable to the Company of $200.24 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of Dec. 31, 2018, the Company had $1.57 billion in total assets, $1.64 billion in total liabilities, $2.27 million in redeemable non-controlling interests, and a total deficit of $74.93 million. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings lowered its issuer credit rating on Brentwood, Tenn.-based Quorum Health Corp. to 'CCC+' from 'B-'. "The downgrade reflects our decreased confidence in the company's ability to successfully refinance its capital structure and achieve material interest-cost savings given its weak operating trends and our expectation that it may face some difficulty in divesting its underperforming hospitals. In our view, a failure to successfully divest the mostly low-margin hospitals could make it significantly more difficult for the company to refinance its capital structure," S&P said. RAHMANIA PROPERTIES: Gary Lampert Appointed as Examiner ------------------------------------------------------- William K. Harrington, a United States Trustee, asked the U.S. Bankruptcy Court for the Eastern District of New York to enter an order appproving the appointment of Gary R. Lampert, CPA, as an examiner for Rahmania Properties LLC. The U.S. Trustee consulted with Robinson Brog Leinwoand Greene et al., counsel to the Debtor; Weinberg Gross & Pergament LLP, counsel to the creditor Mohammend M. Rahman; and Ravert PLLC, counsel to secured creditor regarding the appointment of the examiner. Mr. Lampert disclosed that he is a disinterested party and has no conflict with the Debtor, its owners, officers, creditors, or any other party in interest or their respective attorneys. Mr. Lampert can be reached at: Gary R. Lampert, CPA 100 Merrick Road, Suite 211W Rockville Centre, NY About Rahmania Properties LLC Rahmania Properties LLC, owns and operates a mixed-use property located at 40-32/34/36 74th Street, Queens, New York. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-43971) on August 28, 2015. The petition was signed by Mohammed A. Rahman, president. The Debtor disclosed $6.8 million in assets and $3.3 million in liabilities. Judge Elizabeth S. Stong presides over the case. The Debtor is represented by Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C. REDEEMED CHRISTIAN: Hires Lawrence Holzman as Special Counsel ------------------------------------------------------------- Redeemed Christian Church of God River of Life seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Lawrence Holzman, Esq., as special counsel to the Debtor. On July 31, 2018, the Bankruptcy Court entered a Consent Order Terminating Stay to allow Foundation Capital to pursue its state law remedies, including foreclosing on the real property owned by the Debtor. Foundation Capital agreed to forebear from exercising its remedies until April 2019 in order to provide the parties time to attempt to reach an amicable resolution of Foundation Capital's claims. The Debtor and Foundation Capital did not reach a resolution of those claims and Foundation Capital has begun to exercise its state law remedies. Lawrence Holzman will represent the bankruptcy estate in prosecuting those claims in state court. Lawrence Holzman will be paid at these hourly rates: Lawrence Holzman $400 Paralegals $150 Lawrence Holzman will also be reimbursed for reasonable out-of-pocket expenses incurred. Lawrence Holzman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lawrence Holzman can be reached at: Lawrence Holzman, Esq. 6404 Ivy Lane, Suite 650 Greenbelt, MD 20770 Tel: (301) 876-4393 About Redeemed Christian Church of God River of Life Redeemed Christian Church of God, River of Life is a tax-exempt religious entity (as described in 26 U.S.C. Section 501). Based in Riverdale, Maryland, the Debtor filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-12290) on Feb. 22, 2018. In the petition signed by Pastor Oluwagbemiga Adekunle, director, Redeemed Christian Church estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Wendelin I. Lipp is the case judge. Steven H. Greenfeld, Esq., at Cohen Baldinger & Greenfeld, LLC, is the Debtor's counsel. RP BROADCASTING: Trustee Selling All Idaho Radio Stations for $475K ------------------------------------------------------------------- Mark Hashimoto, the Chapter 11 Trustee of RP Broadcasting Idaho, LLC, asks the U.S. Bankruptcy Court for the District of Utah to approve (1) the transaction between the Debtor, as the assignee, and RP Broadcasting Idaho LS, LLC, as the assignor, in accordance with and pursuant to the Asset Purchase Agreement and the ancillary Local Programming and Marketing Agreement ("LPMA"); and (2) the concurrent sale transaction between the Debtor and purchaser Magic Valley Media, LLC, in accordance with and pursuant to the Asset Purchase Agreement, in connection with the sale of all stations based in Idaho for $475,000. On Nov. 10, 2016, the Court the Cash Collateral Order, which provides that the Debtor's pre-petition lender Chaparral Broadcasting, Inc. holds a valid, enforceable and allowed claim as of the Petition Date in the amount of $1.91 million. During the Bankruptcy Case, Chaparral, unsecured creditor and radio tower lessor American Towers, LLC, unsecured creditor and real property lessor Hailey Hotel, LLC, and unsecured creditor and real property lessor Great Western Lodging, Inc. jointly filed the Joint Motion to Appoint Trustee and subsequently, the Debtor and the Moving Creditors jointly filed the Stipulation to Appointment of a Chapter 11 Trustee. The Debtor operates certain radio broadcast stations located in Wyoming and Idaho, consisting of (a) the following stations: KMTN-FM, KZJH-FM, KJAX-FM, and KSGT-AM, located in Jackson Hole, Wyoming; KECH-FM; KSKI-FM, and KYZK-FM, located in Sun Valley, Idaho; and KOUW-FM, located in Island Park, Idaho; and (b) the following translator facilities affiliated with the foregoing: K242BU, located in Jackson, Wyoming, K265DA, located in Teton Village, Wyoming, K239AU and K281BH, located in Driggs, Idaho; and K276DW, located in Ketchum, Idaho, pursuant to authorizations issued by the Federal Communications Commission. The broadcast licenses, permits and other authorizations issued by the FCC for or in connection with the operation of the Stations are held by Idaho LS as licensee. Idaho LS is a "sister: affiliate of the Debtor by virtue of their common 100% owner Rich Broadcasting, LLC. In addition, Richard Mecham, the principal behind the Debtor, Rich Broadcasting, LLC, and Idaho LS, is also a principal of MVM, the proposed purchaser. In order to assign the Licenses to any entity, the FCC must provide its consent to such assignment. Under the Idaho LS APA, Idaho LS is conveying all of its interests, if any, in (a) certain tangible property comprised of parts, equipment, fixtures, supplies and other parts ("Idaho LS Tangible Property") used in connection with the operation of the Stations, (b) certain intangible property comprised of station call signs and uniform resource locators (i.e., URLs) ("Idaho LS Intangible Property"), and (c) certain contracts and agreements relating to the operation of the Stations. As a result his extensive diligence and marketing efforts, the Trustee concluded that, in order to derive maximum value from the Debtor's assets, the Stations, or subsets thereof, must be marketed and sold as a going concern. Accordingly, the consolidation of the Stations together with the Idaho LS Assets and all other related assets is imperative to coalesce the business operations of the Stations, including program broadcasting, under the umbrella of the Debtor and the management of the Trustee. The Trustee engaged Idaho LS to negotiate a transaction whereby the Debtor could obtain the Idaho LS Assets and also broadcast programming on the Stations, informing Idaho LS of the proposed MVM Transaction and the need for the consolidation of all assets and operations under the Stations. The Trustee and Idaho LS reached agreement on the terms by which Idaho LS will transfer, sell and assign the Idaho LS Assets to the Debtor, free and clear of all claims, charges, security interests and encumbrances, except encumbrances (including easements) of record and liens for taxes not yet due and payable, subject to Court and, with respect to the transfer of the Licenses, FCC approval. Pursuant to the Idaho LS Transaction, the Trustee will not assume any liabilities related to the Idaho LS Assets because they will be concurrently be transferred to MVM under the MVM Transaction. Furthermore, the Trustee will not pay any monetary consideration to Idaho LS, and the consideration received by Idaho LS is limited to entry of an order by the Court approving the assignment of the Idaho LS Assets and the consummation of the Transactions. The Idaho LS APA provides that the Trustee and Idaho LS shall cooperate to obtain FCC consent and Court approval of the Idaho LS Transaction and that Idaho LS will use commercially reasonable efforts to obtain consents, including from counterparties to assigned contracts, necessary to consummate the assignment of the Idaho LS Assets. The Trustee believes that the MVM Transaction for the Idaho Stations Assets represents the best available opportunity to maximize value as to such assets for the estate and all stakeholders. Some key provisions of the MVM APA include: a. MVM will purchase all of the Debtor's right, title and interest in and to all of the Stations based in Idaho ("Idaho Stations") and all related assets including the Licenses, permits and other authorizations issued by the FCC, free and clear of liens, claims, encumbrances and other interests, with the exception of certain excluded assets. b. MVM will pay a Purchase Price in the total amount of $475,000, $100,000 of which will be deposited in escrow to be released at the closing, along with payment of the balance of $375,000 by MVM. Accordingly, the Trustee, MVM and Piercy Bowler Taylor & Kern, as escrow agent, have executed the Escrow Agreement to hold the $100,000 payment. c. It is anticipated that certain of the Debtor's executory contracts and unexpired leases related to the Idaho Stations, will be assigned to MVM, subject to consents from any counterparty to such contracts and leases, where required. d. MVM will assume all liabilities (i) arising from or after the closing under the Assigned Contracts, (ii) related to the Idaho Stations Assets required to be paid after the Closing Date, to the extent associated with matters accruing after the closing date, (iii) and all other liabilities with respect to the Idaho Stations Assets arising after the closing date. e. Among other things, the closing is conditioned on the FCC's consent, the Court's entry of a final order approving of the MVM Transaction, the closing of the Idaho LS Transaction. Among the features of the MVM APA that are particularly beneficial to unsecured creditors and other stakeholders of the Debtor are: (a) the assumption and payment of certain assumed liabilities so that such liabilities will not dilute the pool of general unsecured creditor claims; and (b) the retention of claims and causes of action against third-parties, by and for the benefit of the Debtor's estate. In addition, the Trustee will continue to market the remaining Stations and related assets ("Wyoming Stations Assets"), with the opportunity to yield more consideration for the benefit of the estate. In order to ensure (a) the seamless transition of both the Idaho LS Assets to the Debtor (under the control of the Trustee) and ultimately the Idaho LS Assets and all other assets related to the Idaho-based Stations to MVM, and (b) the maximization of value of the estate by consolidating all assets related to the Stations such that they will operate under the oversight and management of the Trustee pending the closing of MVM Transaction and any further transaction negotiated by the Trustee, the Debtor and Idaho LS have entered into the LPMA. Some key provisions of the LPMA include: a. The Debtor will transmit programming to Idaho LS, as the licensee of the FCC, and Idaho LS will broadcast such programming, on the Stations; b. The Debtor will pay certain reimbursable expenses (if any) delineated on Exhibit A to the LMA, including expenses for certain utilities, licensing fees, insurance premiums, taxes, regulatory fees, salaries and costs of personnel used in the production (but not the transmission) of programs, and delivery of programs to Idaho LS; c. The Debtor will sell advertising on the Stations and be responsible for the collection of accounts receivable arising therefrom ("Advertising ARs"); d. The Debtor will be entitled to receive the Advertising AR outstanding on the date of closing of the MVM Transaction; e. The Debtor's programs will be compliant with FCC rules and regulations; f. Idaho LS will make available to the Debtor all of the airtime on the Stations for the Debtor's programming; g. Idaho LS will provide access to and use of Idaho LS' studio and office facilities located in Stations' market for purposes of providing the Programs; and h. The Debtor will receive the benefits of the Stations' contracts and agreements and will perform the obligations of Idaho LS, as applicable, thereunder, but only to the extent of the benefits received. The term of the LPMA is for a period of 12 months but may be terminated by mutual agreement of the parties. Because the purpose of the LPMA is to ensure continued programming and operation of the Stations until the FCC provides its consent and the Transactions are closed, the Debtor anticipates that the LPMA will terminate at such time. The Trustee, based on his diligence and marketing efforts, believes that the consummation of the Transactions on the terms embodied in the Idaho LS APA, the LPMA, the MVM APA and the Escrow Agreement, represents the best offer and outcome with respect to the ownership and transfer of the Idaho LS Assets and all other assets, and is in the best interest of the Debtor's estate. Because the Idaho Stations Assets are being sold as a going concern to MVM, MVM has identified which Assigned Contracts, in addition to the Licenses, it requires be assumed and assigned to it. Under the Idaho LS APA, Idaho LS will assign its interests, if any, in the same contracts, in addition to all of the Licenses. Therefore, the Trustee's determination regarding assumption is a sound exercise of business judgment because it aligns with the MVM Transaction. Other than the liens asserted by Chapparal, there are no known liens on the Idaho Stations Property. The Trustee has kept Chapparal apprised of his negotiations with both MVM and Idaho LS, and Chapparal supports the Debtor's entry into the MVM APA and both proposed Transactions, in addition to the relief sought in the Motion. It is in the interest of creditors and the estate that the Transactions be consummated as quickly as possible without any stay pending appeal in light of the financial condition of the estate. Accordingly, the Trustee asks the Court to waiveg the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Broadcasting_Idaho_175_Sales.pdf About RP Broadcasting Idaho RP Broadcasting Idaho, LLC, filed a Chapter 11 petition (Bankr. D. Utah Case No. 16-28578) on Sept. 28, 2016. In the petition signed by Richard O. Mecham, president and CEO, the Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Penrod W. Keith, Esq., at Durham Jones & Pinegar, P.C. On March 29, 2017, Mark Hashimoto was appointed as the Chapter 11 Trustee for the Debtor's estate. SCOTTY'S HOLDINGS: Hires Bradford & Riley as Broker --------------------------------------------------- Scotty's Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Bradford & Riley, Inc., as broker to the Debtor. Scotty's Holdings requires Bradford & Riley to sell and market the Debtor's assets consisting of cash collateral, certain restaurant equipment, and an Indiana Alcoholic Beverage Permit, license no. RR1831692, which includes a supplemental Catering permit, number CT1831226. Bradford & Riley will be paid a commission of 10% of the purchase price. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bradford & Riley can be reached at: Bradford & Riley, Inc. 445 N Pennsylvania St., Suite 606 Indianapolis, IN 46204 Tel: (317) 255-2424 About Scotty's Holdings Scotty's Brewhouse is a craft beer sports bar with 16 locations throughout Indiana, Illinois, Ohio, Florida, and Texas. The original Scotty's Brewhouse was opened in Muncie, Indiana in 1996. Scotty's Holdings, LLC, and its affiliates, including Scotty's Brewhouse, filed voluntary petitions seeking relief under Chapter11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243) on Dec. 11, 2018. In the petitions signed by Berekk Blackwell, executive manager, Scotty's Holdings estimated $1 million to $10 million in both assets and liabilities and Scotty's Brewhouse estimated $100,000 to $500,000 in both assets and liabilities. The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC, as attorneys. SENIOR CARE: PM Mgmt.'s Transfer of Assets to San Antonio III OK'd ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the operations transfer and surrender agreement ("OTA") by and between PM Management – Babcock NC, LLC ("Transferor") and San Antonio III Enterprises, LLC ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "Mesa Vista Inn Health Center,” located at 5756 N. Knoll Drive, San Antonio, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances, provided, however, that for any party holding a secured interest in the Assets senior to any interest held by San Antonio North Knoll, LLC ("Landlord") (or an ownership interest, if any third party owns any goods or equipment located at the Facility), the New Operator will receive such Assets subject to such interest unless such interest is satisfied in a manner agreed to by the holder thereof or as otherwise determined by the Court. Certain of the Debtors are parties to Medicare provider agreements with the Secretary of the United States Department of Health and Human Services ("HHS"), acting through its designated component, the Centers for Medicare & Medicaid Services ("CMS"), to receive payment for services provided to Medicare beneficiaries pursuant to the provisions of, and regulations promulgated under, Title XVIII of the Social Security Act. Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: (a) the Provider Agreements will be governed exclusively and solely by the Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; (b) the Provider Agreements will be automatically assigned to the New Operators upon a change in ownership pursuant to 42 C.F.R. Section 489.18(c), and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS; (c) the New Operators and the Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, rules, policies, and procedures; (d) nothing will affect or impair the United States' defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicare overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Provider Agreements in accordance with the Medicare statutes, regulations, rules, policies, and procedures; (e) nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Debtors and any New Operator apply for and obtain CMS approval of a change of ownership by the filing of Form CMS-855A; and (f) the Debtors and/or New Operators will retain their respective right to appeal CMS' overpayment determination in accordance with the applicable statutes and regulations. Certain of the Debtors are parties to Medicaid provider agreements with the Texas Health and Human Services Commission ("HHSC"). Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: a. The Medicaid Agreements will be governed exclusively and solely by applicable Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; b. The New Operators and the Medicaid Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulates, rules, policies, and procedures; c. Nothing will affect or impair HHSC's defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Medicaid Agreements in accordance with all applicable Medicaid statutes; d. Nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all applicable Medicaid statutes, regulations, rules, policies, and procedures; and e. The Debtors and/or New Operators will retain their respective right to an administrative appeal of any overpayment determination in accordance with the applicable statutes and regulations. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc. are, or may be, located at the Facility. Notwithstanding any other term or provision of the Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Notwithstanding any other provision in the Order, the Motion, the OTA, and the Transaction Documents, the liens that secure all amounts ultimately owed for tax year 2019 will remain attached to the assets and become the responsibility of the New Operator. The holders of liens that secure year 2019 ad valorem personal property taxes will retain all state law collection and lien enforcement rights and are not enjoined from pursuing collection of all amounts owed for tax year 2019 against the New Operator in the event the 2019 ad valorem property taxes are not paid prior to the state law delinquency date. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, the Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The Order is intended to be, and in respects will be, a final order regarding the relief granted, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SERTA SIMMONS: Moody's Lowers CFR to Caa1, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service downgraded Serta Simmons Bedding, LLC's Corporate Family Rating to Caa1 from B3. At the same time, the Probability of Default Rating was downgraded to Caa1-PD from B3-PD, the rating on its first lien term loan was downgraded to Caa1 from B3 and the second lien term loan rating was downgraded to Caa3 from Caa2. These actions were due to the company's continuing weak operating performance and increasing questions about the sustainability of its capital structure. The outlook is stable. Serta Simmons has struggled to adapt to a steadily-evolving competitive marketplace within the bedding segment. This has resulted in senior management turnover and weak earnings. It has also resulted in very high financial leverage, with little visibility as to how the company can materially strengthen its capital structure in the near term. As these conditions persist, the probability increases that the company will pursue a capital markets transaction that Moody's would consider a distressed exchange, and hence a default. Moody's notes that Serta Simmons' good liquidity provides it with some cushion to execute its turn-around strategy. This includes over $100 million in cash, and no material debt maturities until 2023. Ratings downgraded: Corporate Family Rating to Caa1 from B3; Probability of Default Rating to Caa1-PD from B3-PD; $1.95 billion 1st lien secured term loan due 2023 to Caa1 (LGD3) from B3 (LGD3); $450 million 2nd lien secured term loan due 2024 to Caa3 (LGD6) from Caa2 (LGD5) Outlook, Changed To Stable From Negative RATINGS RATIONALE Serta Simmons' Caa1 Corporate Family Rating reflects its high financial leverage at over 8.0 times debt to EBITDA, aggressive financial policies and Moody's increasing concerns over the sustainability of the company's capital structure. The ratings are also constrained by the volatility in profitability and cash flows experienced during economic downturns. The rating benefits from the company's good cash flow, solid scale with revenue over $2.5 billion, and leading market share. Serta Simmons' well-known brand names and its leading market shares are also a benefit. The stable outlook reflects Moody's view that current ratings appropriately reflect the relatively high credit risk to which Serta Simmons' creditors are exposed. Ratings could be downgraded if revenue and earnings do not improve, the company does not refinance its debt obligations well before maturity, or liquidity otherwise weakens. Ratings could also be downgraded if recovery values weaken, or the probability increases that Serta Simmons will pursue a debt restructuring that Moody's would likely consider a default. The company needs to materially improve its operating performance and address its debt maturities before Moody's would consider an upgrade. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Serta Simmons Bedding, LLC is the parent company of Serta International Holdco. LLC and Simmons Bedding Company, LLC. Both Serta and Simmons manufacture, distribute and sell mattresses, foundations, and other related bedding products. The company's brand names include, Serta, iSeries, Beautyrest, Tufts & Needle and Beautyrest Black. Revenues are approximately $2.8 billion. Advent International is the majority owner of Serta Simmons. SHOPFACTORYDIRECT INC: Hires Bartolone Law as Counsel ----------------------------------------------------- ShopFactoryDirect, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bartolone Law, PLLC, as counsel to the Debtor. ShopFactoryDirect, Inc. requires Bartolone Law to: (a) advise as to the Debtor's rights and duties in this case; (b) prepare pleadings related to this case, including a disclosure statement and a plan of reorganization; and (c) take any and all other necessary action incident to the Proper preservation and administration of this estate. Bartolone Law will be paid at these hourly rates: Attorneys $375 Paraprofessionals $125 Prior to the commencement of the case, the Debtor paid Bartolone Law a retainer fee of $25,000. Of that retainer fee, and prior to the commencement of the bankruptcy case, Bartolone Law was paid $4,998 for services and costs incurred prior to the commencement of the case, including preparation of the Chapter 11 petition and all related initial pleadings filed in this case, and prepetition expenses in this case, including the filing fee for the voluntary petition. The remaining balance of $20,002 will be an advance fee for post-petition services and expenses in connection with the case. Bartolone Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Aldo G. Bartolone, Jr., a partner at Bartolone Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bartolone Law can be reached at: Aldo G. Bartolone, Jr., Esq. BARTOLONE LAW, PLLC 1030 N. Orange Ave., Suite 300 Orlando, FL 32801 Tel: (407) 294-4440 Fax: (407) 287-5544 E-mail: aldo@bartolonelaw.com About ShopFactoryDirect ShopFactoryDirect Inc. operates an e-commerce site https://shopfactorydirect.com that sells home furniture, including bedroom, living room, dining room, office, bar & bar stools, entertainment, bathroom, outdoor & patio, pool & spa, decor & accessories, wall art & mirrors, and area rugs. All of its products are delivered direct from the manufacturer. The Company offers free delivery on all its merchandise within the 48 contiguous United States. ShopFactoryDirect Inc., based in Winter Park, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02257) on April 8, 2019. In the petition signed by William A. Bayse, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel. SIMKAR LLC: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ----------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York ordered the United States Trustee to appoint a Chapter 11 trustee for SIMKAR LLC. The Order was made pursuant to the Official Committee of Unsecured Creditors' request for the Court to appoint a Chapter 11 trustee for the Debtor. 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. SJKWD LLC: May 28 Disclosure Statement Hearing ---------------------------------------------- The hearing to consider approval of the Disclosure Statement explaining the Chapter 11 Plan of SJKWD, LLC, d/b/a Denny's Restaurant, is on May 28, 2019 at 1:30 P.M. Deadline for objections to the Disclosure Statement is May 21. Allowed General Unsecured Claims, classified in Class 3, are impaired. Each holder of an Allowed Class 3 claim will be paid in full. Payments will be made during Year 2 of the Plan, which will be months 13-24 following the Effective Date. Each claimant will share in a pro rata distribution of $3,816.15 per month. The Debtor may prepay any or all of the distributions with no prepayment penalty. The contemplated distributions to the Class 3 Claimholders will be in full satisfaction, settlement, release and discharge of their respective Allowed Class 3 Claims. The Plan will be funded primarily by the Debtor's operating income and any additional cash held by the Debtor as of the date of the Confirmation Hearing. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/y2xjj6v4 from PacerMonitor.com at no charge. About SJKWD LLC SJKWD, LLC, operates its business under the name Denny's Restaurant located at 2710 N. Roosevelt Boulevard, Key West Florida. SJKWD sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-17154) on June 14, 2018. In the petition signed by Stan Jackowski, managing member, the Debtor disclosed $199,323 in assets and $1,036,677 in liabilities. Judge Robert A. Mark presides over the case. The Debtor is represented by Aaron A. Wernick, Esq., at Furr & Cohen, P.A., in Boca Raton, Florida. SOMERSET HOSPITALITY: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Somerset Hospitality, LLC 195 Davidson Ave Somerset, NJ 08873 Business Description: Somerset Hospitality is a privately held company in the hotels and motels business. Chapter 11 Petition Date: April 25, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 19-18408 Judge: Hon. Christine M. Gravelle Debtor's Counsel: Donald W. Clarke, Esq. WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 Fax: (973) 467-8126 E-mail: dclarke@wjslaw.com - and - Daniel Stolz, Esq. WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 E-mail: dstolz@wjslaw.com attys@wjslaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Anil Patel, member. 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/njb19-18408.pdf SOUTH CENTRAL HOUSTON: Hires Calvin Johnson as Special Counsel -------------------------------------------------------------- South Central Houston Action Council, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Calvin Johnson, as special litigation counsel to the Debtor. South Central Houston requires Calvin Johnson to: a. assist the Debtor with the resolution of all contested claims against South Post Oak Baptist Church; b. advise the Debtor with regard to any civil litigation matters; c. prepare all appropriate pleadings to be filed in any court proceedings; d. perform other litigation services that may be appropriate in connection with the reorganization case. Calvin Johnson will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Calvin Johnson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Calvin Johnson can be reached at: Calvin Johnson, Esq. Tel: (713) 524-3184 About South Central Houston Action Council South Central Houston Action Council, Inc., which conducts business under the name Central Care Integrated Health Services, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-30371) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Jeffrey P. Norman. The Debtor tapped the Law Office of Nelson M. Jones as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SPARKLE'S HAMBURGER: May 1 Plan Confirmation Hearing ---------------------------------------------------- The amended disclosure statement explaining the amended Chapter 11 plan filed by Sparkle's Hamburger Spot, LLC, is conditionally approved. May 1, 2019 at 8:00 a.m. (Central Standard Time), the Court will conduct an evidentiary hearing in the United States Bankruptcy Court, Courtroom No. 401, 501 Rusk Ave. Houston Texas 77002 to consider final approval of the Disclosure Statement and confirmation of the Plan. A redlined version of the Amended Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y4r369ww from PacerMonitor.com at no charge. About Sparkle's Hamburger Spot Sparkle's Hamburger Spot, LLC, is a Texas limited liability company incorporated on March 28, 2016 but has been in operations since 2006. It owns and operates three casual dining restaurants that specialize in serving made-to-order hamburgers and sandwiches. Sparkle's Hamburger Spot sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-33184) on June 8, 2018. In the petition signed by Sparkle C. Steels, manager, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. ST. STEPHEN'S CHURCH: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The Office of the U.S. Trustee on April 24 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of St. Stephen's Church of God in Christ of San Diego, California. About St. Stephen's Church of God in Christ St. Stephen's Church of God in Christ is a non-profit religious organization in San Diego, California. St. Stephen's Church of God in Christ sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-01493) on March 19, 2019. At the time of the filing, the Debtor disclosed $3,136,688 in assets and $2,685,226 in liabilities. The case is assigned to Judge Laura S. Taylor. Craig Dwyer, Esq., is the Debtor's bankruptcy attorney. STANLEY SWAIN'S: Seeks for Additional Attorney for Fox Law ---------------------------------------------------------- Stanley Swain's, Inc., filed a supplemental application with the U.S. Bankruptcy Court for the Central District of California seeking approval to add another attorney to Fox Law Corporation. Janis G. Abrams will be added as the new attorney to Fox Law Corporation. Her billing rate is $400 per hour. Steven R. Fox, a partner of Fox Law Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fox Law can be reached at: Steven R. Fox, Esq. Janis G. Abrams, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 E-mail: srfox@foxlaw.com jabrams@foxlaw.com About Stanley Swain's Stanley Swain's, Inc. -- http://www.swainsart.com/-- owns a retail art supply store and was founded by Stanley Swain in 1949. The Company offers airbrushes, animation supplies, boards, bookmaking supplies, brushes, calligraphy supplies, canvas & painting surfaces, cutting tools, tables & chairs, easels, gold leafing supplies, journals and blank books, lamps & magnifying lamps and more. Swain's caters to its art supply customers in Glendale, Burbank Pasadena, and Los Angeles. The Company previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 13-26241) on June 21, 2013. The prior case ended with a confirmed Plan but the Plan did not solve the problems Swain's faced and still faces. Swain's paid off much of the debt, probably over $1 million in debt through the prior plan. Much or most of the old debt has been paid and Swain's has considerable new debt in its place. Swain's again sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-10073) on Jan. 4, 2019. In the petition signed by Karl John Wiest, president, the Debtor disclosed $615,033 in total assets and $1,529,065 in total liabilities. The case is assigned to Judge Julia W. Brand. The Fox Law Corporation, Inc., serves as the Debtor's counsel. STEPHEN M. EHRICH: $500K Sale of Manasquan Property to Long Granted ------------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey authorized Stephen M. Ehrich's sale of the real property located at Lot 1, Block 120 on the Tax Map of the Borough of Manasquan, Monmouth County, New Jersey, commonly known as 344 Cedar Avenue, Manasquan, New Jersey, to Michael J. Long for $500,000. The sale is free and clear of any and all mortgagees, tax liens, judgments and any other valid lien or encumbrance, if any, with the lien of FCI Lender Services, Inc. as servicer for Wilmington Savings Fund Society, FSB, doing business as Christiana Trust, as Owner Trustee of the Residential Credit Opportunities Trust V (by Assignment of Mortgage) for the mortgage, as contained in the Monmouth County Clerk's Office Mortgage Book 8631 page 4534, to attach to the proceeds. The Debtor is authorized to pay the following: i. all closing costs and fees out of the proceeds of sale at the time of closing and to sign all affidavits and documents necessary to convey title at closing; ii. the secured lender, FCI Lender as servicer for Wilmington Savings, on account of the mortgage in the estimated amount $462,624 but no less than the full payoff at closing with the lien remaining in place until such time as Wilmington Savings, as Owner Trustee of the Residential Credit Opportunities Trust V or its servicer FCI Lender receives its proceeds and Wilmington Savings, will not be obligated to discharge its lien until the proceeds are received; iii. through the closing agent, the realty transfer fee due to the Monmouth County Clerk in the amount of $4,175 at closing; iv. through the closing agent, the Atlantic Settlement Services, LLC in the amount of $2,500 for title examination fees relating to the closing of title on the Property; v. through the closing agent, the Law Offices of Darin D. Pinto, P.C. in the amount of $5,500, to be held in escrow and subject to the mandate of a fee application, for bankruptcy related and real estate closing services, wire fees, escrow fees, courier fees and recording fees for discharge relating to the closing of title on the Property; and vi. Coldwell Banker Residential Brokerage a 5% real estate commission totaling $25,000 for services rendered as the buying and selling realtor. The counsel for the Debtor will file a fee application before the Court for fees and expenses referred to in the Debtor's motion within 30 days which attorney's fees, if granted, will be deducted from the escrow held in trust by the Law Offices of Darin Pinto, P.C. The Fee Application will be on notice to the United States of America and the State of New Jersey, Division of Taxation. A copy of the Order will be served upon the United States Trustee, the taxing authorities of the United States of America and the State of New Jersey and any party-in-interest appearing in the matter within three days of receipt by the counsel for the Debtor. Stephen M. Ehrich sought Chapter 11 protection (Bankr. D.N.J. Case No. 18-33730) on Dec. 2, 2018. The Debtor tapped Darin D. Pinto, Esq., at Law Offices of Darin D. Pinto, P.C., as counsel. STEVEN BOYUM: $623K Sale of Jackson County Property to Janke Okayed ------------------------------------------------------------------- Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota authorized Steven A. Boyum and Tracy Boyum to sell the real property located in Jackson County, Wisconsin, Tax Parcel Number 020-0367-0000 020-0368-0000, to Corey Janke for $622,500. The sale is free and clear of all liens, claims and encumbrances. All valid liens, claims and encumbrances, if any, will attach to the proceeds of the sale, including but not limited to the following: A. United Prairie Bank Mortgage dated Sept. 21, 2015, covering property located in Jackson County, Wisconsin, securing obligations of Steven A. Boyum and Tracy Boyum, all present or future obligations of the Debtors to United Prairie Bank, up to a maximum principal amount of $2,774,000, recorded with the Office of the Jackson County Recorder on Sept. 25, 2015, as Document No. 379895. B. Payment of the normal sellers' expenses for the closing of the sale of the Property as well as any real estate taxes owed on the Property. The proceeds from the sale of the Property will be distributed to the creditors in order of priority upon closing. Steven A. Boyum and Tracy Boyum sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-32309) on July 23, 2018. The Debtor tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brutlag, as counsel. STRATOS ENTERPRISES: Has Until June 6 to File Chapter 11 Plan ------------------------------------------------------------- Stratos Enterprises, Inc., sought and obtained extension of the period by which it has exclusive right to file a plan and disclosure statement through and including June 6, 2019. About Stratos Enterprises Stratos Enterprises, Inc., doing business as Boomers School Supply -- myboomers.net -- located at 2009 Martin Luther King, Jr., Drive Monroe, LA 71202, is a locally owned and operated company that operates a store that sells fireworks, school supplies and inflatable slides. Stratos Enterprises, Inc., sought Chapter 11 protection (Bankr. W.D. La. Case No. 18-31276) on Aug. 11, 2018. In the petition signed by Farra Shaw, president, the Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. Judge Jeffrey P. Norman is the case judge. The Debtor tapped James W. Spivey, II, Esq., at James W. Spivey II, as counsel. SUNSHINE GROUP: $1.6M Sale of Dana Point Property to Passons Denied ------------------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California denied The Sunshine Group, LLC's sale of the real property located at 34862 Pacific Coast Highway, Dana Point, California to Passons, LLC for $1.6 million. A hearing on the Motion was held on April 23, 2019 at 10:00 a.m. About The Sunshine Group The Sunshine Group, LLC, owns the Capistrano Seaside Inn located at 34862 Pacific Coast Highway, Capistrano Beach, Cal. The Sunshine Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12760) on March 14, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Ernest M. Robles. The Debtor tapped Goe & Forsythe, LLP, as its bankruptcy counsel. TEEKAY CORP: S&P Rates $300MM Sr. Secured Debt 'B+' --------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Teekay Corp.'s proposed US$300 million senior secured notes due 2024, and affirmed its 'B+' long-term issuer credit rating on the company. The company will use the proceeds of the notes issuance coupled with cash on hand and draws on its revolving credit facility to repay its US$500 million senior unsecured notes outstanding due 2020. The 'B+' senior unsecured debt rating and '4' recovery rating on the existing senior unsecured notes due 2020 are unchanged. S&P expects to withdraw the senior unsecured debt rating when these notes are repaid. "Our issuer credit rating on Teekay reflects the company's strong market position in the liquefied natural gas (LNG) and tankers segment, large and high-quality shipping fleet, sound cost structure, and average profitability compared with the global shipping industry," S&P said. S&P is forecasting improved credit metrics for the next two years as it expects the company's funds from operations (FFO) to improve based on the new LNG vessel deliveries and stronger supply and demand fundamentals for both the LNG and tankers segment. In addition, S&P expects much lower capital expenditures during its 2019-2020 outlook period because the company does not have any major new projects in development besides the LNG vessels to be delivered in 2019. The stronger FFO generation coupled with lower capital requirements should result in positive free operating cash flow (FOCF) in 2019 and beyond, which S&P assumes Teekay will use mainly to pay down debt and improve credit metrics. In addition, the rating agency sees as a positive credit factor the company's elimination of quarterly dividends on Teekay's common stock to retain cash, further strengthening its balance sheet. The stable outlook reflects S&P's expectation that the company will be able to issue the proposed US$300 million senior secured notes as planned and that Teekay will generate positive FOCF and improve its credit metrics in the next two years. "We could lower the rating if the company's operating performance deviates from our expectations, with FFO-to-debt decreasing to the lower half of the 0%-12% range due to tanker spot rates being lower than forecast or vessels rolling off charter contracts with no extension. We could also lower the rating if Teekay's liquidity deteriorates in the next 12 months," S&P said. "An upgrade would require significant improvement in the financial risk profile, with adjusted FFO-to-debt consistently above 20% and positive FOCF to support the company's future growth objectives without incurring additional debt. We believe Teekay could increase its revenue and cash flow generation if tanker demand increases during the next few years," S&P said. TENNIS & GOLF: $50K Sale of All Assets to Kopitz Approved --------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized The Sunshine Group, LLC's sale of substantially all assets to Steven Kopitz for $50,000 plus an amount based on the inventory of the Seller as of the close of Business two days prior to the Closing. The sale is free and clear of all Interests, except those expressly assumed by the Purchaser thereunder. Any Interests which existed prior to the Closing will attach to the proceeds of the sale in the same order and priority as existed before the sale. The Asset Purchase Agreement and the transactions contemplated therein are approved. The Purchaser is not liable for any prepetition or postpetition claim being asserted against, or which may be asserted against, the Debtor or the Debtor's bankruptcy estate. The Order will be effective immediately upon entry of same and the 14-day stay as provided for in Fed.R.Bankr.P. 6004(h) and 6006(d) will be, and is, waived without further notice. About The Tennis & Golf Co. Founded in 1977, The Tennis & Golf Co. is an independent specialty retailer specializing in sporting goods including golf, running, fitness apparel, footwear, and equipment. The Company sells tennis racquets, apparel, footwear, bags, and accessories, by Wilson, Babolat, Head, Prince, Nike, adidas, New Balance, K-Swiss, Bolle, Stella McCartney, and more. Visit https://www.mytennisandgolf.com for additional information. Tennis & Golf Co. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-43260) on March 7, 2019. Judge Thomas J. Tucker is assigned to the case. In the petition signed by Rita Kozlowski, general manager, the Debtor disclosed total assets at $948,138 and total liabilities at $1,344,787. The Debtor tapped David Eisenberg, Esq., at Maddin, Hauser, Roth & Heller, P.C., as counsel. It tapped T & S ASSOCIATES, P.C., as accountant. THOMSON-SHORE INC: Sets Bidding Procedures for All Assets --------------------------------------------------------- Thomson-Shore, Inc., asks the U.S. Bankruptcy Court Eastern District of Michigan to authorize the bidding procedures in connection with the sale of substantially all assets to Sheridan Dexter, Inc. for $8.25 million, subject to overbid. As a result of the historical difficulties and current financial projections, the Debtor determined it would be in its best interest and the best interests of its creditors to file bankruptcy and sell its assets as a going concern. The Debtor has determined that the best method to provide the highest return to its estate and creditors is to conduct a sale of the Purchased Assets defined in the Asset Purchase Agreement, free and clear of liens and encumbrances with the liens and encumbrances attaching to the proceeds of sale. In furtherance of that goal, in 2018, the Debtor initiated the plan to knowledge of the management team and prior informal discussion with outside companies on their potential interest in partnering with the Debtor. The solicitation process resulted in three submitted letters of intent ("LOIs") to the Debtor and these non-binding offers were evaluated with the assistance of their. The Board of Directors reviewed the merits for each and determined in their best judgment that the LOI of Stalking Horse Purchaser was the best offer. The Debtor asks that the Court (i) enters the Bidding Procedures Order approving the procedures; and (ii) approves the APA. It asks that the Court schedules a hearing on the proposed sale at which it will consider entering an order approving a sale to the Stalking Horse. The proposed Sale Order will be filed before the Sale Hearing. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 25, 2019 at 5:00 p.m. (ET) b. Initial Bid: The sum of (1) the Purchase Price, (2) the Breakup Fee and (3) $250,000 c. Deposit: $825,000 d. Auction: The Auction will commence on April 29, 2019 at 10:00 a.m. (ET), and be held at the offices of Goidstein, Bershad & Fried, P.C., 4000 Town Center, Suite 1200, Southfield, MI 48075. e. Bid Increments: $250,000 f. Sale Hearing: May 3, 2019 g. Closing: h. Breakup Fee: $330,000 The Debtor asks that these procedures be approved by the Court for the assumption and assignment of the Assumed Contracts: A. Three business days after the entry of the Bidding Procedures Order, the Debtor will serve on the counterparties to all Contracts the Assumption and Assignment Notice. B. Any objection to the assumption and assignment of its Contract or its Cure Amount must be filed at least three days prior to the Sale Hearing. C. For each Assumed Contract for which an objection is timely received, a hearing will be held at the Sale Hearing, or such other dates as the Court may designate, upon three days telephonic or electronic notice to the objecting counterparty. The Cure Amounts for the Assumed Contracts will be paid by the Stalking Horse within 10 business days after the date of the closing of the sale of the Purchased Assets and any letters of credit associated with any Assumed Contract will be replaced by a new letter of credit provided by the Stalking Horse. Three business days after the entry of the Bidding Procedures Order, the Debtor will file with the Court a list of the proposed Assumed Contracts. The Debtor may file one or more supplemental lists of proposed Assumed Contracts, if necessary, at any time prior to the Bid Deadline. Within seven days after the Sale Hearing, the Debtor will provide notice to each counterparty to a Contract that is not an Assumed Contract that the Contract must be filed with the Court within 14 days after the Rejection Notice was mailed. Time is of the essence in completing the transaction. Accordingly, the Debtor asserts that cause exits to waive the requirements of Bankruptcy Rules 6004(h) and 6006(d), and the Debtor asks that the Bidding Procedures Order and the Order approving the sale provide that it will be effective immediately and that the 14-day stay under Bankruptcy Rule 6004(h) and 6006(d) will not apply to the Bidding Procedures Order or the sale transaction. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Thomson-Shore_Inc_15_Sales.pdf The Purchase SHERIDAN DEXTER, INC. 3323 Oak Street Brainerd, MN 56401 Facsimile: (218) 829-7145 Attn: Brianna Blazek, General Counsel The Purchaser is represented by: GRAY PLANT MOOTY 1010 W. St. Germain, Suite 500 Saint Cloud, MN 56301 Facsimile: (320) 654-4101 Attn: Aaron J. Crandall, Esq. About Thomson-Shore Thomson-Shore, Inc., also known as Seattle Book Co., also known as Bessenberg Bindery -- https://www.thomsonshore.com/ -- is a 100% employee-owned full service book manufacturing, printing, publishing, production, and distribution company. The company specializes in fulfilling the needs of book publishers, from an author's initial Word document to the end reader. Its business solutions span the entire publishing supply chain. Thomson-Shore was founded in 1972 and is located at 7300 West Joy Road, Dexter, Michigan. Thomson-Shore, Inc., sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-44343) on March 25, 2019. In the petition signed by Peter Shima, president, the Debtor disclosed total assets at $14,454,993 and total liabilities at $11,622,522. Judge Thomas J. Tucker is assigned to the case. The Debtor tapped Scott Kwiatkowski, Esq., at Goldstein Bershad & Fried PC, as counsel. THOUGHTWORKS INC: S&P Affirms B ICR on $189MM Debt Funded Dividend ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on Information technology (IT) consulting and software development services provider ThoughtWorks Inc. In addition, S&P affirmed its 'B' issue-level rating, with a recovery rating of '3' on the company's senior secured credit facilities. The rating affirmation reflects S&P's view that the company has exhibited strong revenue growth and stable EBITDA margins (pro forma for retention payments) while managing its pro forma forecasted 2019 leverage to well below the mid-6x area (downside scenario) even through its proposed dividend recapitalization. Despite the aforementioned factors meeting certain elements of its upside scenario, S&P notes the company has yet to establish a track record of operating at this level. Although the debt-funded dividend is a credit negative, future debt-funded dividends may not necessarily preclude a higher rating over time should the company continue to operate in line with S&P's forecasts (revenue growth, EBITDA margins) and manage leverage below 5x through future debt issuances. The stable outlook reflects S&P's view that the company has successfully transitioned to private equity ownership from a founder-led business. S&P believes the company will continue to increase revenue in line with the rating agency's prior expectations while delivering improved and stable profitability over the next 12-24 months from cost-saving initiatives it implemented previously. "We could lower the rating if increased competition from larger competitors with more centralized offshore locations, delivering services at a lower price, contributes to lower revenue and margin pressure, leading expected leverage above the mid-6x area. Additionally, should the company more aggressively issue debt, whether to fund shareholder returns or for mergers and acquisitions (M&A), resulting in leverage over the mid-6x area, we may consider lowering the rating," S&P said. "We could raise the rating if the company is able to generate revenue, EBITDA, and free operating cash flow (FOCF) levels in line with our current Fiscal 2019 forecast while committing to a financial policy of operating the business below 5x leverage through additional debt issuances from M&A and/or shareholder returns," S&P said. TIERPOINT LLC: Moody's Alters Outlook on B3 CFR to Negative ----------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating of TierPoint, LLC and changed the outlook to negative from stable. The outlook change is based on lower than expected revenue growth and EBITDA margin expansion which are insufficient to drive the company's deleveraging trajectory towards 7x by year-end 2019, despite improvement in bookings and overall churn trends. Moody's has also affirmed TierPoint's B3-PD probability of default rating, B2 (LGD3) rating to the company's $700 million first lien term loan and $220 million first lien revolver, and Caa2 (LGD5) rating to the company's $220 million second lien term loan. The outlook change reflects Moody's view of the pace of the company's efforts to deliver sustainable EBITDA growth sufficient to reduce debt leverage in line with the current rating. TierPoint's unexpected customer churn volatility in late 2017 proved difficult to overcome and replace in 2018 despite steady progress in bookings growth. While the company's sales force productivity enhancements and pursuit of operating cost efficiencies aided stabilization efforts in 2018, margins weakened slightly and full year growth was below recent historical levels. The lower than expected EBITDA contributed to continued elevated Moody's adjusted debt leverage at year-end 2018. Moody's notes steady improvement in bookings, installations and churn trends throughout 2018, including strong bookings growth in Q4 2018 and expected continued strength in Q1 2019. While promising, the pace of forward revenue growth and margin improvement in 2019 will still be insufficient to drive debt leverage (Moody's adjusted) meaningfully towards 7x by year-end 2019 or early 2020. Visibility into TierPoint's transition path to sustained lower leverage in late 2020 remains unclear, and liquidity under a recently increased revolver will tighten steadily through year-end 2019, which Moody's believes will be a trough point for the company. If TierPoint were to steadily trend towards 7x debt leverage (Moody's adjusted) by year-end 2020, the outlook could be stabilized. Moody's affirmation of TierPoint's B3 CFR is predicated on modest growth in 2019, stable overall churn trends and continued and steady bookings growth. Affirmations: Issuer: TierPoint, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st lien Term Loan, Affirmed B2 (LGD3) Senior Secured 1st lien Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured 2nd lien Term Loan, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: TierPoint, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE TierPoint's B3 CFR reflects its small scale, high leverage and historical negative free cash flow resulting from the high capital intensity associated with growing its business. These factors are offset by the company's stable base of contracted recurring revenue, its position as a high quality retail colocation provider in Tier 2 and Tier 3 markets, with an emphasis on hybrid IT solutions and its portfolio of advanced cloud and managed services. The company has a solid track record successfully integrating acquisitions. TierPoint participates in a rapidly evolving segment of the telecommunications industry that favors operators with large scale. TierPoint's organic and M&A growth strategy, as well as its differentiated focus serving small and medium-sized businesses in Tier 2 and Tier 3 markets, facilitates improved scale. Combined with a broadening product portfolio, including less capital intensive growth in its advanced cloud and managed services operations, the company has the potential to strengthen its value proposition and competitive position over the long term. Moody's expects TierPoint to have adequate liquidity over the next 12 months. The company had $3 million of cash on the balance sheet and $167.5 million available from its $220 million revolver as of December 31, 2018. It expects TierPoint to generate negative free cash flow in 2019 due to growth initiatives, with the cash shortfall to be funded with draws under its revolver. The revolver includes a maximum first lien net leverage when the company's revolver utilization exceeds 30%, or $66 million. The negative outlook reflects Moody's view that TierPoint's debt leverage (Moody's adjusted) will remain elevated for the current rating over the next 12-18 months based on expected revenue and EBITDA growth, and uncertainty regarding longer term sustainability of recent bookings strength trends. The negative outlook also incorporates continued high levels of capital intensity, negative free cash flow and tightening liquidity. If TierPoint were to steadily trend towards 7x debt leverage (Moody's adjusted) by year-end 2020, the outlook could be stabilized. Though unlikely given TierPoint's high leverage, Moody's could consider a ratings upgrade if the company generated free cash flow equal to at least 5% of debt and leverage were to trend towards 5x (both on a Moody's adjusted basis). Downward rating pressure could develop if bookings growth is weak, churn rises, monthly recurring revenue trends turn negative or if Moody's expects leverage to be sustained above 7x through 2020. In addition, if liquidity becomes strained or if capital intensity becomes less success-based, a downgrade is likely. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Headquartered in St. Louis, MO, TierPoint, LLC is a provider of data center, managed hosting and cloud services. The company operates 42 data centers in 20 markets, and serves over 4,500 small and medium-sized businesses. TRIDENT BRANDS: Says New Financing Alleviates Substantial Doubt --------------------------------------------------------------- Trident Brands Incorporated filed its quarterly report on Form 10-Q, disclosing a net loss of $3,231,950 on $945,007 of net revenues for the three months ended Feb. 28, 2019, compared to a net loss of $2,050,824 on $1,861,700 of net revenues for the same period in 2018. At Feb. 28, 2019 the Company had total assets of $3,694,095, total liabilities of $19,341,537, and $15,647,442 in total stockholders' deficit. As of February 28, 2019, the Company had $452,056 in cash. However, the Company has generated losses and has an accumulated deficit as of February 28, 2019. The Company completed additional long term financing with the non-US institutional investor, receiving proceeds of $3,400,780 on November 30, 2018 and $2,804,187 on April 13, 2019 through the issuance of secured convertible promissory notes. The investor has agreed to make additional investments of $3,795,033 ($10,000,000 in the aggregate). The Company said, "Management believes that substantial doubt of our ability to meet our obligations for the next twelve months from the date these financial statements are issued has been alleviated due to, but not limited to, i) the approval of new financing available to the Company of up to $10,000,000, of which $3,795,033 is still available, ii) anticipated growth of product sales from our current customer base and new customers, iii) introduction of higher margin products; and iv) controlling of our expenses. We believe that our present and available financial resources will be sufficient to meet the Company’s obligations and fund our operations at least through the next twelve months from the date these financial statements are issued." A copy of the Form 10-Q is available at: https://is.gd/xmnRBd Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., owns a portfolio of nutritional products and supplements under the Everlast(R) and Brain Armor(R) brands, and functional food ingredients under the Oceans Omega brand. The Company also provides a range of private label nutritional and supplement products to retailers. TRIDENT TPI: Moody's Puts B3 CFR Under Review for Downgrade ----------------------------------------------------------- Moody's Investors Service placed the ratings of Trident TPI Holdings, Inc. (B3 corporate family rating), as well as all instrument ratings of Trident TPI Holdings, Inc. under review for downgrade. The review follows the announcement that Tekni-Plex has entered into an agreement to acquire three manufacturing facilities from Amcor Limited (Baa2, Stable) and he purchase price has not been disclosed. The facilities—located in Madison and Milwaukee, Wisconsin and Ashland, Massachusetts— provide a broad portfolio of sterilizable medical device packaging substrates including coated and uncoated Tyvek, heat-seal and cold-seal coated paper and films, medical grade laminates and die-cut lids and labels. The closing of the acquisition is conditioned upon approval by the United States Department of Justice and the closing of the merger between Amcor Limited (Baa2, Stable) and Bemis Company, Inc. (Baa2, Stable). On Review for Downgrade: Issuer: Trident TPI Holdings, Inc. Probability of Default Rating, Placed on Review for Downgrade, currently B3-PD Corporate Family Rating, Placed on Review for Downgrade, currently B3 Senior Secured Bank Credit Facilities, Placed on Review for Downgrade, currently B2 (LGD3) Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Caa2 (LGD6) Outlook Actions: Issuer: Trident TPI Holdings, Inc. Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE The review for downgrade reflects the increase in integration and operating risk resulting from the proposed acquisition and the current negative outlook. On May 16, 2018, Moody's revised Tekni-Plex's outlook to negative following multiple acquisitions over a short period of time, which significantly increased the company's pro forma revenue and EBITDA and pro forma leverage increased to approximately 7.5 times. While financing for the acquisition has not been announced, recent acquisitions have been mostly debt financed and LTM leverage as of December 2018 remains over 8.0 times (excluding synergies and pro forma adjustments). Moody's also considers the revolver small for the company's pro forma revenue and annual interest expense. Additionally, approximately 75% of the current capital structure is variable rate debt. Moody's review will focus on the financing for the transaction, the detail behind planned synergies, near-term operating and integration plans, as well as combined company's ability to reduce debt. Weaknesses in Tekni-Plex's credit profile include its relatively small scale (revenue), competitive and fragmented industry, high leverage and the lack of contractual cost pass-throughs on the majority of business. The company also has a concentration of sales in certain product lines and generates approximately 33% of revenue from the top ten customers. Strengths in Tekni-Plex's credit profile include a concentration of sales in relatively stable end-markets and some long-term customer relationships. Additionally, the company's high concentration of sales to the food and beverage and healthcare end markets does generate better than average margins. Headquartered in Wayne, Pennsylvania, Tekni-Plex is a manufacturer of plastic packaging and materials as well as tubing products for the food, healthcare and consumer goods markets. The healthcare business segment (34% of sales) manufactures medical compounds, films and medical tubing. The food packaging business segment (28% of sales) manufactures polystyrene thermoformed foam packaging, such as egg cartons and foam food trays. The specialty packaging segment (38% of sales) produces aerosol gasket, pump components, closure liners, medical pouches and industrial specialty films. The majority of revenue is generated in the U.S. (65% of sales), but Tekni-Plex also has operations in Europe (30% of sales), Asia (3% of sales), and Latin America (2% of sales). For the twelve months ended December 31, 2018, sales were approximately $850million. Tekni-Plex is a portfolio company of Genstar Capital and does not publicly disclose financial information. TSC SNOWDEN: May 29 Hearing on Disclosure Statement --------------------------------------------------- The hearing to consider the approval of the Disclosure Statement explaining the Chapter 11 plan of liquidation of TSC Snowden River North, LLC, will be held on May 29, 2019, at 10:30 A.M. May 9, 2019, is fixed as the last day for filing and serving written objections to the Disclosure Statement. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at https://tinyurl.com/yykxee5r from PacerMonitor.com at no charge. About TSC/Snowden River North LLC TSC/Snowden River North, LLC is a privately-held company engaged in activities related to real estate. It owns three properties in River Parkway, Columbia, Maryland, having a total current value of $1.85 million. TSC/Snowden River North sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25519) on November 26, 2018. At the time of the filing, the Debtor disclosed $1,850,400 in assets and $1,321,717 in liabilities. The Debtor tapped the Law Office of David W. Cohen as its legal counsel. UNIVERSITY PHYSICIAN: Hires R.J. Montgomery Auctioneer ------------------------------------------------------ University Physician Group seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ R.J. Montgomery and Associates, Inc., as auctioneer to the Debtor. University Physician requires R.J. Montgomery to sell and auction the Debtor's personal properties. R.J. Montgomery will be paid a 15% buyer's premium. Richard A. Montgomery, a partner at R.J. Montgomery and Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. R.J. Montgomery can be reached at: Richard A. Montgomery R.J. MONTGOMERY AND ASSOCIATES, INC. 695 Amelia Street Plymouth, MI 48170 Tel: (734) 459-2323 Fax: (734) 459-2524 About University Physician Group University Physician Group -- http://www.wsupgdocs.org/-- is a non-profit multi-specialty physician practice group in southeast Michigan, providing primary and specialty care. Its doctors provide medical care while conducting groundbreaking research and continuing education at Wayne State University, one of the nation's top medical universities. University Physician Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55138) on Nov. 7, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Mark A. Randon. The Debtor tapped Steinberg Shapiro & Clark as lead counsel, and Robert Bassel, Esq., as co-counsel with Steinberg. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on Nov. 26, 2018. The committee tapped Pepper Hamilton LLP as its legal counsel. URUS GROUP: Seeks to Hire Keyes Company as Realtor -------------------------------------------------- Urus Group LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Keyes Company, Realtors, as realtor to the Debtor. Urus Group requires Keyes Company to market and sell the Debtor's real properties, known as: a. 16321 SW 60 Terrace, Miami, Florida 33193; b. 6082 SW 163 Avenue, Miami, Florida 33193; c. 6142 SW 163 Avenue, Miami, Florida 33193; d. 16374 SW 61 Lane, Miami, Florida 33193; e. 6146 SW 163 Place, Miami, Florida 33193 (Crestview); and f. 6004 Sw 163 Place, Miami, Florida 33193 (Crestview) Keyes Company will be paid a commission based upon its normal and usual billing rates. Alejandro Alvarez, sales associates of The Keyes Company, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Keyes Company can be reached at: Alejandro Alvarez THE KEYES COMPANY 2423 LeJeune Road Coral Gables, FL 33134 Tel: (305) 443-7423 About Urus Group LLC Urus Group LLC is a privately-held company whose principal assets are located at 2627 South Bayshore Drive, Miami, Florida. Urus Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24730) on Nov. 27, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Jay A. Cristol. The Debtor tapped Richard Siegmeister P.A. as its legal counsel. VAN'S LAUNDROMATS: Disclosure Statement Hearing Moved to May 15 --------------------------------------------------------------- The hearing to consider the adequacy of the Second Amended Disclosure Statement explaining the Chapter 11 Plan filed by Van's Laundromats Inc., is continued to May 15, 2019 at 11:30 AM. Philadelphia Gas Works ("PGW") objects to the approval of the Disclosure Statement complaining that the Disclosure Statement here does not adequately address PGW's claim (secured and unsecured) as the Debtor lists PGW's claim as "disputed," but does not specifically address PGW's claim any further or with any clarification. PGW points out the Disclosure Statement does not specify the treatment of PGW under the Plan if the sale of 1831-1833 Harrison Street fails. PGW further points out that the Disclosure Statement does not provide adequate information as to how Debtor intends to address their debt to PGW nor what the "dispute" is regarding PGW's secured in rem claim. About Van's Laundromats Van's Laundromats Inc. is a Pennsylvania Corporation that operates laundromats in the City of Philadelphia. Van's Laundromats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9, 2018. In the petition signed by Mao Khai Van, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000 as of the bankruptcy filing. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Demetrius J. Parrish, Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys. VEHICLE ALIGNMENT: May 21 Hearing on Disclosure Statement --------------------------------------------------------- The Bankruptcy Court will consider conditionally approving the Amended Disclosure Statement explaining the Amended Chapter 11 Plan of Vehicle Alignment, Brake & Tires Inc., at a hearing on May 21, 2019 at 11:00 a.m. Class 10 consists of the general unsecured creditors with estimated recovery of 100% over about four years. Each holder of an allowed Class 10 claim will be a primary beneficiary of the Unsecured Creditor Trust and, as such, will receive a pro rata share of the funds in the Unsecured Creditor Trust until allowed Class 10 claims are paid in full. The total Class 10 unsecured claims filed or scheduled against the Debtor are about $110,205. The Debtor believes that it will have enough cash on the effective date of the Plan to pay all claims and administrative expenses that are entitled to be paid on that date, or that it will have agreements in place with those claimants that will satisfy the requirements of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/yyznlgyy from PacerMonitor.com at no charge. About Vehicle Alignment Vehicle Alignment, Brake & Tires, Inc., d/b/a Lucas Tires, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-12071) on April 25, 2018. In the petition signed by its owner, Richard Lucas, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. The Hon. Jacqueline P. Cox oversees the case. The Debtor is represented by William J. Factor, Esq. at the Law Office Of William J. Factor, Ltd. VERITY HEALTH: PCO Files 2nd Report ----------------------------------- Jacob Nathan Rubin, MD, FAAC, the Patient Care Ombudsman appointed for Verity Health System filed the second report before the U.S. Bankruptcy Court for the Central District of California covering the period from December 8th, 2018, through February 8th, 2019. According to the PCO, all of Verity Health Systems healthcare businesses remain well run by dedicated professionals and staff. The PCO also added that the Debtors' patients are well cared for and the facilities are being maintained. Further, the PCO reported that all of the Debtors' facilities are passing inspections with congratulatory letters from the reviewing bodies. The PCO also mentioned that all of the Debtors' proactive plans are in place and being acted upon, and all of the Debtors' corrective actions were rapid and successful or in progress and being monitored. A full-text copy of the PCO's Second Report is available at https://is.gd/QTAXAg from PacerMonitor.com at no charge. 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. VERUS INTERNATIONAL: Accumulated Deficit Casts Going Concern Doubt ------------------------------------------------------------------ Verus International, Inc., filed its quarterly report on Form 10-Q/A, disclosing a net loss of $338,489 on $2,443,820 of revenue for the three months ended Jan. 31, 2019, compared to a net loss of $507,006 on $996,125 of revenue for the same period in 2018. At Jan. 31, 2019 the Company had total assets of $1,642,485, total liabilities of $3,537,699, and $1,895,214 in total stockholders' deficit. The Company incurred a net loss of $338,489 and has generated positive cash flows from operations of $19,198 for the three months ended January 31, 2019. At January 31, 2019, the Company had a working capital deficit of $1,910,611, and an accumulated deficit of $26,443,229. Chief Executive Officer Anshu Bhatnagar states, "It is management's opinion that these facts raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date of this filing, without additional debt or equity financing. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern." A copy of the Form 10-Q/A is available at: https://is.gd/NzgeeU Verus International, Inc., engages in the supply of consumer food products in the Middle East, North Africa, sub-Saharan Africa, the United Arab Emirates, the Sultanate of Oman, Bahrain, Qatar, the Kingdom of Saudi Arabia, and Kuwait. The Company was formerly known as RealBiz Media Group, Inc. and changed its name to Verus International, Inc. in October 2018. Verus International, Inc. was founded in 2007 and is based in Gaithersburg, Maryland. VG LIQUIDATION: Inc. Unsecureds to Recoup 37% Under Chapter 11 Plan ------------------------------------------------------------------- VG Liquidation, Inc., f/k/a Videology, Inc., Collider Media, Inc., VG MT Liquidation LLC, f/k/a Videology Media Technologies, LLC, LucidMedia Networks, Inc., and VG Liquidation Ltd., f/k/a Videology Ltd., filed a Chapter 11 Plan of Liquidation and accompanying Disclosure Statement. Under the Liquidating Plan, holders of General Unsecured Claims against Inc. are impaired and will recoup approximately 37% for non-noteholders and $15 million for noteholders. Holders of General Unsecured Claims against Ltd. are impaired and will recoup 52%, while holders of General Unsecured Claims against VMT are impaired and will recoup 49%. The sale closed on August 21, 2018, and the net proceeds remaining after paying off the DIP Facility, approximately $67.2 million, were deposited into the Debtors' bank accounts. To maximize the interest earned on the net sale proceeds while the Debtors' pursued efforts to formulate and obtain Bankruptcy Court approval of a Chapter 11 plan, most of the net sale proceeds have been invested into Treasury bills. With the completion of the highly successful sale process, the Debtors turned their efforts to determining the fair and proper approach to formulating a Chapter 11 plan for each of the Debtors. The Debtors retained Dr. William Kerr of Berkeley Research Group ("BRG") to provide an objective opinion on a fair allocation of the sale proceeds to the five Debtors' Estates. Dr. Kerr's report concluded that a fair allocation of the net sale proceeds is as follows: -- 82% to Inc., which owned the Technology IP; -- 14% to Ltd.; -- 4% to VMT; and -- 0% to Collider and Lucid. The Debtors also successfully negotiated an agreement in principal with its Insurer relating to the allegations in the Committee Demand. Pursuant to the terms of the D&O Settlement, the Debtors and their Respective Estates have agreed to release Inc.'s former and current officers and directors and all other Insureds, in exchange for a payment by the Insurer to Inc. in the amount of $2,500,000. CRG (a claims trader which purchased a large position with VMT) did not agree to the Plan Settlement on the grounds that it did not provide for sufficient recoveries to VMT creditors. While the Debtors were in the process of preparing the Plan and this Disclosure Statement for filing, CRG commenced litigation against the Noteholders in a series of objections to their respective Note claims. In addition, CRG moved to compel Inc. to amend its schedules with respect to the Note claims. The Debtors believe the CRG claims objections conflict with the Plan Settlement, and if they were to be sustained, the Plan Settlement would no longer be possible. The Debtors will be asking the Bankruptcy Court to stay all proceedings relating to the CRG claims objections and motion to compel pending confirmation of the Plan, which would render the CRG claims objections moot. A hearing to consider approval of the Disclosure Statement and Solicitation Packages and Procedures for Distribution is scheduled for May 15, 2019 at 01:30 PM. Objections are due by May 8. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/yy3oyv6f from PacerMonitor.com at no charge. Counsel for the Debtors are G. David Dean, Esq., Patrick J. Reilley, Esq., and Katherine M. Devanney, Esq., at Cole Schotz P.C., in Wilmington, Delaware; and Irving E. Walker, Esq., at Cole Schotz P.C., in Baltimore, Maryland. About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on May 17, 2018. The Committee tapped Cooley LLP as its lead counsel; Whiteford, Taylor & Preston LLC as its Delaware counsel; and Gavin/Solmonese LLC as its financial advisor. WAYPOINT LEASING: Hires Ernst & Young as Financial Advisor ---------------------------------------------------------- Waypoint Leasing Holdings Ltd., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Ernst & Young Chartered Accountant as financial advisor to the Debtors. Waypoint Leasing requires Ernst & Young to: (a) analyze the Debtors' current structure and composition to understand the sequence that entities will be eliminated, identify issues that will need to be resolved prior to elimination, identify costs and estimating timing for elimination processes, and outline anticipated steps and actions to be taken in connection with such eliminations; (b) provide advice on the planning to prepare for the eliminations; (c) recommend the best method of elimination depending on the jurisdiction in which the entity is located; and (d) implement the eliminations, including providing periodic reporting to the Debtors' remaining stakeholders and acting as joint liquidators of the entities identified for liquidation where applicable. Ernst & Young will be paid at these hourly rates: Partners $1,011 Directors $815 Assistant Directors $668 Managers $517 Executives $298 to $466 Analysts $146 to $180 Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. Luke Charleton, partner of Ernst & Young Chartered Accountant, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ernst & Young can be reached at: Luke Charleton ERNST & YOUNG CHARTERED ACCOUNTANT Harcourt Center Harcourt Street Dublin 2 D02 YA40 Ireland About Waypoint Leasing Holdings Ltd. Waypoint Leasing -- http://waypointleasing.com/-- is a global helicopter leasing company founded in 2013 focused on acquiring and leasing rotary wing aircraft to helicopter operators throughout the world. Though the Debtors lease aircraft to operators in the emergency medical, search and rescue, and utility sectors, the majority of the Debtors' lessees are helicopter service providers servicing the offshore oil and gas industry. The company is headquartered in Limerick, Ireland. Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25, 2018 to facilitate the sale of the assets to a new owner. The Debtors disclosed $1.62 billion in total assets and $1.23 billion in liabilities as of Oct. 31, 2018. The Honorable Stuart M. Bernstein is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; Accenture LLP as corporate advisor; and Kurtzman Carson Consultants LLC as claims and administrative agent. XPEERANT INC: May 29 Hearing on Disclosure Statement ---------------------------------------------------- The Hearing to consider the adequacy of and to approve the Disclosure Statement explaining the Chapter 11 plan of reorganization of Xpeerant Incorporated, Gary Don Petty and Barbara Ann Petty will be held on May 29, 2019, at 2:00 p.m. Objections to the Disclosure Statement shall be filed and served on or before May 15. Holders of allowed unsecured claims against Xpeerant will receive both (1) a pro-rata distribution of $2,000 per month for 60 months; plus (2) one share of a newly issued preferred stock in exchange for $500 of Allowed Claim of up to 40% of the total Claim, subject to redemption by the Debtor. Class 3 claimants will additionally be entitled to receive proceeds, net of fees and costs, obtained from any action undertaken by Xpeerant to collect Avoidance Actions and net of any unpaid or Unclassified Priority Claims. The Plan will be funded through revenues derived from the continued operations of Xpeerant and from the Petty's salaries from Xpeerant. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y5xzupt6 from PacerMonitor.com at no charge. About Xpeerant Inc. Headquartered in Fort Collins, Colorado, Xpeerant Incorporated is a recruitment agency that supplies employees to companies within the semi-conductor and technical industry. Xpeerant Inc. filed its voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case no. 18-17700) on Aug. 31, 2018. The petition was signed by Gary Petty, authorized representative. At the time of filing, the Debtor disclosed $48,215 in total assets and $1,469,565 in total liabilities. Kutner Brinen PC, led by Lee M. Kutner, serves as counsel to the Debtor. Z GALLERIE LLC: Committee Hires Cooley LLP as Lead Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Z Gallerie, LLC, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Cooley LLP, as lead counsel to the Committee. The Committee requires Cooley LLP to: (a) attend the meetings of the Committee; (b) review financial and operational information furnished by the Debtors to the Committee; (c) analyze and negotiate the budget and the terms of the Debtors' use of cash collateral and debtor-in-possession financing; (d) assist in the Debtors' efforts to reorganize or sell their assets in a manner that maximizes value for creditors; (e) review and investigate prepetition transactions in which the Debtors and/or their insiders were involved; (f) assist the Committee in negotiations with the Debtors and other parties in interest on the Debtors' proposed chapter 11 plan and/or exit strategy for these cases; (g) confer with the Debtors' management, counsel, and financial advisor and any other retained professional; (h) confer with the principals, counsel and advisors of the Debtors' lenders and equityholders; (i) review the Debtors' schedules, statements of financial affairs, and business plan; (j) advise the Committee as to the ramifications regarding all of the Debtors' activities and motions before this Court; (k) file appropriate pleadings on behalf of the Committee; (l) review and analyze the Debtors' financial advisors' work product and report to the Committee; (m) investigate and analyze certain of the Debtors' prepetition conduct, transactions, and transfers; (n) analyze the value of the go forward business; (o) provide the Committee with legal advice in relation to the chapter 11 cases; (p) prepare various pleadings to be submitted to the Court for consideration; and (q) perform such other legal services for the Committee as may be necessary or proper in these proceedings. Cooley LLP will be paid at these hourly rates: Partners $995 Special Counsels $995 Associates $825 Paralegals $275 Cooley LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. For the period from March 20, 2019 through June 30, 2019. Seth Van Aalten, partner of Cooley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cooley can be reached at: Seth Van Aalten, Esq. COOLEY LLP 1114 Avenue of the Americas New York, NY 10036 Tel: (212) 479-6000 Fax: (212) 479-6275 E-mail: svanaalten@cooley.com About Z Gallerie Z Gallerie, LLC -- https://www.zgallerie.com/ -- is a retailer of home decor products. It operates 76 retail stores in 28 states as of the petition date. Z Gallerie and its affiliate Z Gallerie Holding Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10488) on March 11, 2019. At the time of the filing, the Debtors estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Klehr Harrison Harvey Branzburg LLP and Kirkland & Ellis as legal counsel; Lazard Middle Market LLC as investment banker; Berkeley Research Group, LLC as restructuring advisor; and Stretto as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on March 20, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Z Gallerie, LLC and its affiliates. The Committee retained Cooley LLP, as lead counsel and Province, Inc., as financial advisor. Z GALLERIE LLC: Committee Hires Province as Financial Advisor ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Z Gallerie, LLC, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Province, Inc., as financial advisor to the Committee. The Committee requires Province to: a. become familiar with and analyze the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. review financial and operational information furnished by the Debtors to the Committee; c. monitor the going concern sale process, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. analyze the Debtors' proposed business plan and develop alternative scenarios, if necessary; e. assess the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; f. prepare, or review as applicable, avoidance action and claim analyses; g. assist the Committee in reviewing the Debtors' financial reports, including, but not limited to, SOFAs, Schedules, cash budgets, and Monthly Operating Reports; h. advise the Committee on the current state of these chapter 11 cases; i. advise the Committee in negotiations with the Debtors and third parties as necessary; j. participate as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and k. provide other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province. Province will be paid at these hourly rates: Principal $790-$835 Managing Director $620-$685 Senior Director $570-$610 Director $480-$560 Sr. Associate $395-$475 Associate $350-$390 Analyst $285-$345 Paraprofessional $150 Province will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Atkinson, partner of Province, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Province can be reached at: Michael Atkinson PROVINCE, INC. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: (702) 685-5555 About Z Gallerie Z Gallerie, LLC -- https://www.zgallerie.com/ -- is a retailer of home decor products. It operates 76 retail stores in 28 states as of the petition date. Z Gallerie and its affiliate Z Gallerie Holding Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10488) on March 11, 2019. At the time of the filing, the Debtors estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Klehr Harrison Harvey Branzburg LLP and Kirkland & Ellis as legal counsel; Lazard Middle Market LLC as investment banker; Berkeley Research Group, LLC as restructuring advisor; and Stretto as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on March 20, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Z Gallerie, LLC and its affiliates. The Committee retained Cooley LLP, as lead counsel and Province, Inc., as financial advisor. [^] BOND PRICING: For the Week from April 22 to 26, 2019 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 15.508 10/1/2022 Acosta Inc ACOSTA 7.750 15.681 10/1/2022 Aegerion Pharmaceuticals Inc AEGR 2.000 68.250 8/15/2019 Approach Resources Inc AREX 7.000 38.705 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 9.250 6/15/2021 Bristow Group Inc BRS 6.250 23.017 10/15/2022 Bristow Group Inc BRS 4.500 25.250 6/1/2023 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Chukchansi Economic Development Authority CHUKCH 9.750 60.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 58.920 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 14.053 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 3.425 3/15/2024 DBP Holding Corp DBPHLD 7.750 35.749 10/15/2020 DBP Holding Corp DBPHLD 7.750 35.749 10/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Ditech Holding Corp DHCP 9.000 6.363 12/31/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 38.721 5/1/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 17.260 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 35.331 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 22.945 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 34.953 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 22.009 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 22.009 9/1/2022 EXCO Resources Inc XCOO 7.500 16.700 9/15/2018 EXCO Resources Inc XCOO 8.500 16.700 4/15/2022 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 0.072 1/30/2037 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 38.125 10/15/2019 Federal Farm Credit Banks FFCB 1.290 99.811 5/1/2019 Federal Farm Credit Banks FFCB 2.960 99.995 5/2/2022 Federal Farm Credit Banks FFCB 1.070 99.767 5/1/2019 Federal Home Loan Mortgage Corp FHLMC 1.100 99.867 4/30/2019 Federal Home Loan Mortgage Corp FHLMC 1.155 99.872 4/30/2019 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 74.889 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 74.248 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Global Eagle Entertainment Inc ENT 2.750 40.500 2/15/2035 Hexion Inc HXN 13.750 21.000 2/1/2022 Hexion Inc HXN 7.875 20.000 2/15/2023 Hexion Inc HXN 9.200 20.000 3/15/2021 Hexion Inc HXN 13.750 19.726 2/1/2022 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Hornbeck Offshore Services Inc HOS 5.875 66.111 4/1/2020 Hornbeck Offshore Services Inc HOS 1.500 91.250 9/1/2019 Iconix Brand Group Inc ICON 5.750 25.000 8/15/2023 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 6.750 1.830 4/1/2022 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 9.250 1.830 3/15/2023 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 24.264 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 26.213 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 26.956 9/20/2023 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 MF Global Holdings Ltd MF 6.750 14.485 8/8/2016 MF Global Holdings Ltd MF 9.000 14.500 6/20/2038 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 17.000 7/1/2026 Monitronics International Inc MONINT 9.125 9.552 4/1/2020 Morgan Stanley MS 3.910 98.934 4/30/2019 Murray Energy Corp MURREN 11.250 47.564 4/15/2021 Murray Energy Corp MURREN 11.250 48.558 4/15/2021 Murray Energy Corp MURREN 9.500 48.012 12/5/2020 Murray Energy Corp MURREN 9.500 48.012 12/5/2020 Nasdaq Inc NDAQ 5.550 101.724 1/15/2020 Navient Corp NAVI 3.801 99.359 5/3/2019 Oldapco Inc APPPAP 9.000 3.095 6/1/2020 Pernix Therapeutics Holdings Inc PTX 4.250 0.343 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 0.343 4/1/2021 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Renco Metals Inc RENCO 11.500 24.861 7/1/2003 Rolta LLC RLTAIN 10.750 10.392 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 39.312 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 36.250 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.233 38.000 8/1/2019 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 38.021 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 38.013 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.233 37.380 8/1/2019 Sanchez Energy Corp SNEC 6.125 13.274 1/15/2023 Sanchez Energy Corp SNEC 7.750 13.782 6/15/2021 SandRidge Energy Inc SD 7.500 0.934 2/15/2023 Sears Roebuck Acceptance Corp SHLD 7.500 3.336 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.750 4.166 1/15/2028 Sears Roebuck Acceptance Corp SHLD 7.000 3.932 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.500 3.000 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Sungard Availability Services Capital Inc SUNASC 8.750 3.078 4/1/2022 Sungard Availability Services Capital Inc SUNASC 8.750 3.476 4/1/2022 Synergy Pharmaceuticals Inc SGYP 7.500 53.250 11/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Titan Machinery Inc TITN 3.750 99.900 5/1/2019 Toys R Us - Delaware Inc TOY 8.750 3.000 9/1/2021 Toys R Us Inc TOY 7.375 3.000 10/15/2018 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 7.125 15.000 4/15/2025 Ultra Resources Inc UPL 6.875 31.197 4/15/2022 Ultra Resources Inc UPL 6.875 32.432 4/15/2022 Ultra Resources Inc UPL 7.125 27.028 4/15/2025 Vanguard Natural Resources Inc VNR 9.000 0.000 2/15/2024 Vanguard Natural Resources Inc VNR 9.000 5.000 2/15/2024 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Windstream Services LLC / Windstream Finance Corp WIN 6.375 30.000 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 30.000 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 29.500 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 25.031 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 24.805 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 23.991 10/1/2021 iHeartCommunications Inc IHRT 9.000 73.848 12/15/2019 iHeartCommunications Inc IHRT 14.000 11.938 2/1/2021 iHeartCommunications Inc IHRT 7.250 10.250 10/15/2027 iHeartCommunications Inc IHRT 6.875 9.578 6/15/2018 iHeartCommunications Inc IHRT 9.000 73.848 12/15/2019 iHeartCommunications Inc IHRT 14.000 11.938 2/1/2021 iHeartCommunications Inc IHRT 9.000 73.848 12/15/2019 iHeartCommunications Inc IHRT 9.000 73.848 12/15/2019 iHeartCommunications Inc IHRT 14.000 11.938 2/1/2021 rue21 inc RUE 9.000 1.470 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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