/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190531.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 31, 2019, Vol. 23, No. 150 Headlines ABE'S BOAT: Unsecured Creditors to Get 22% Under Chapter 11 Plan ABSOLUTE DIMENSIONS: Seeks Access to Emprise Bank Cash Collateral ACCO BRANDS: S&P Leaves BB Rating on Sr. Unsecured Notes Unchanged AEGERION PHARMACEUTICALS: U.S. Trustee Forms 2-Member Committee ALIKE INC: June 27 Plan Confirmation Hearing ALION SCIENCE: S&P Hikes Issuer Credit Rating to B; Outlook Stable ALPHA CARE: Court Approves Disclosure Statement, Confirms Plan AMERICAN HOME: Case Summary & 20 Largest Unsecured Creditors ANAYA-GUERRERO: Acting DOJ Watchdog Wants Trustee Appointment ANKA BEHAVIORAL: Hires Donlin Recano as Administrative Advisor APEX TOOL: S&P Reinstates 'B-' Senior Secured Term Loan Rating ARTESYN EMBEDDED: S&P Puts CCC ICR on Watch Pos. on Segments Sale AVON PRODUCTS: Fitch Puts Ratings on Watch Pos. Amid Naturas Deal BAKER HYDRO-EXCAVATING: Unsecured Creditors to Get 5% Under Plan BAY TERRACE: Seeks to Hire Herman P. Ortiz as Accountant BAY TERRACE: Seeks to Hire LaMonica Herbst as Counsel BEAR GRASS: Hires Andersen Law as General Reorganization Counsel BIG E AUTOMOBILE: KeyBank's Unsecured Claim Added in New Plan BLACKRIDGE TECHNOLOGY: Provides Update on 2019 Activities BLACKWOOD REDEVELOPMENT: No Conflict for Nehmad Perrillo BRIGHT MOUNTAIN: Reports $784,000 Net Loss for First Quarter BRIGHT MOUNTAIN: Signs Letter of Intent to Acquire S&W Media CARMEL MEDICAL: Seeks to Hire Hester Baker as Counsel CBAK ENERGY: Asia EVK Has 12.9% Stake as of May 22 CENTERSTONE LINEN: Seeks to Hire Bonadio & Co. as Accountant CENTRAL MOTORCYCLE: Court Denies Ch. 11 Trustee Appointment Bid CIFGO INC: Transportation Alliance Objects to Disclosure Statement CLASS WAR: Court Approves Appointment of J. Finlayson as Examiner CLEAR THE AIR: Case Summary & 20 Largest Unsecured Creditors CNG HOLDINGS: Moody's Hikes CFR to B3 & Alters Outlook to Stable CNO FINANCIAL: S&P Rates New Sr. Unsecured Debt 'BB+' CONEX EQUIPMENT: Trench Tech Objects to Disclosure Statement CONSIS INTERNATIONAL: Dismissal, Ch. 11 Trustee Sought Due to Fraud CROWNROCK LP: Moody's Raises CFR to B1, Outlook Stable CVR REFINING: S&P Affirms BB- Issuer Credit Rating; Outlook Stable DFC HOLDINGS: Seeks to Hire Platinum Group as Realtor DIRECTVIEW HOLDINGS: Signs 10-Year Lease For New Facility DISTRIBUTION INTERNATIONAL: S&P Affirms 'CCC+' ICR EDGEMARC ENERGY: Hires Prime Clerk as Claims and Noticing Agent EDGEMARC ENERGY: U.S. Trustee Forms 5-Member Committee EL CANO DEVELOPMENT: June 20 Hearing on Disclosure Statement EMPIRE GENERATING: Ares, Starwood Oppose Black Diamond Credit Bid EMPIRE GENERATING: Moody's Withdraws Caa3 CFR on Bankruptcy Filing ENVESTR CAPITAL: Seeks to Hire David P. Lloyd as Counsel ENVESTR CAPITAL: Unsecured Creditors to Get $10,500 Under Plan EUROPACORP S.A.: June 18 U.S. Hearing for Luc Besson Studio EXELA INTERMEDIATE: Moody's Cuts CFR to Caa1, Alters Outlook to Neg F+W MEDIA: Hires Grant Thornton as Tax Compliance Provider FAUS INTERNATIONAL: Ergema LLC Seeks Ch. 11 Trustee Appointment FIRSTENERGY SOLUTIONS: Plan Discloses Various Insurance Policies FLO-TECH INC: Unsecureds to Get Semi-Annual Payments Under Plan FRANK INVESTMENTS: Hires NAI Merin as Real Estate Broker GENESIS SOLAR: Fitch Affirms 'C' Rating on Series B Certificates GLOBAL ENVIRONMENTAL: Hires Chung & Press as Counsel GLOBAL PAYMENTS: S&P Puts 'BB+' ICR on Watch Pos. on Acquisition GO DADDY: S&P Rates New $600MM Sr. Unsecured Notes Due 2027 'B+' GRABAH PRETZEL: Hires McIntyre Thanasides as Counsel GRAMERCY GROUP: Taps Epiq Corporate as Claims Agent GRCDALLASHOMES LLC: Hires Joyce W. Lindauer as Counsel GREEN NATION: Seeks to Hire Orantes Law Firm as Counsel GULF COAST: Confirmation Hearing Continued to June 19 HARLAND CLARKE: Moody's Lowers CFR to B3, Outlook Still Stable HHC PORTLAND: June 17 Hearing to Determine PCO Appointment HOME CARE: Unsecured Creditors to Get Monthly Payments Over 5 Years IACCARINO INC: U.S. Trustee Objects to Disclosure Statement IDL DEVELOPMENT: Court Approves Appointment of A. White as Examiner INRETAIL PHARMA: Fitch Affirms BB+ LongTerm Issuer Default Ratings INRETAIL REAL: Fitch Affirms 'BB+' Issuer Default Ratings INSIGNIA TECHNOLOGY: Hires Fox Rothschild as Special Counsel INSIGNIA TECHNOLOGY: Hires Jones Blechman as Employment Counsel INSIGNIA TECHNOLOGY: Hires Katz Abosch as Forensic Accountant INTERFACE NETWORK: Hires Buddy D. Ford as Counsel INTERNATIONAL SEAWAYS: Moody's Alters Outlook on B3 CFR to Stable IPS WORLDWIDE: Examiner Recommends Turnover of $12.5MM Funds IPS WORLDWIDE: Trustee Taps Moglia Advisors as Investment Advisor J CREW GROUP: Incurs $16.2 Million Net Loss in First Quarter JAGUAR HEALTH: Eliminates More Than $6.4 Million in Secured Notes JAZZ ACQUISITION: Moody's Hikes CFR to B3, Outlook Stable JIM PARKER: Seeks to Hire Susan B. Hersh as Counsel KAR AUCTION: Moody's Confirms B1 CFR After IAA Separation KIRTAN LLC: Seeks to Hire McIntyre Thanasides as Counsel KW1 LLC: Seeks to Hire Roussos & Barnhart as Co-Counsel KWOR ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable LA VINAS MD: Case Summary & 20 Largest Unsecured Creditors LAVERNE TOEDTLI: Trustee's $540K Sale of Vancouver Property Okayed LD INTERMEDIATE: Moody's Puts Caa1 CFR Under Review for Upgrade LEXMARK INT'L: Fitch Hikes LT Issuer Default Rating to B- LEXMARK INT'L: Moody's Affirms B3 CFR & Alters Outlook to Stable LGO TRANSPORT: Seeks to Hire Eric Ollason as Counsel LITTLE SPOON: Taps Transworld Business as Broker LOUISIANA CONTAINER: Hires William E. Hughes as Accountant LOVESTER'S LLC: Seeks to Hire Keller Williams as Real Estate Agent MANHATTAN JEEP: Confirmation Objections Overruled, Plan Confirmed MATTEL INC: Fitch Affirms 'B-' LongTerm Issuer Default Rating MATTRESS PAL: U.S. Trustee Forms 3-Member Committee MEYERS STERNER: U.S. Trustee Objects to Plan Confirmation NATURA COSMETICOS: Fitch Puts BB Rating on Watch Neg Amid Avon Deal NEIMAN MARCUS: Extends Tender Offer Expiration Date to May 30 NEW CAFÉ MINUTKA: Seeks to Hire Wisdom Professional as Accountant NEW CITY WASTE: Work Plan Limited, Chapter 11 Examiner Says NOAH OPERATIONS: Seeks to Hire Prince Yeates as Legal Counsel NORTHWEST HARDWOODS: Moody's Cuts CFR to Caa2, Outlook Negative NS FITNESS: Taps Wolfe Financial as Accountant NSPIRE HEALTH: U.S. Trustee Unable to Appoint Committee ORCHARD HILLS: Seeks to Hire Stone & Baxter as Legal Counsel PAZZO PAZZO: Speedwell Ventures Seeks Trustee, Ch. 7 Conversion PEM FAMILY LIMITED: Court Denies GCC's Dismissal, Trustee Motions PENINSULA RESEARCH: U.S. Trustee Objects to Plan Confirmation PERFORMANCE POOL: Seeks Authority to Use Cash Collateral PG&E CORP: Court Denies Bid to Appoint Ratepayers' Committee PG&E CORP: Judge Denies Ratepayers' Bid for Representation PHI INC: Convenience Claimants Added in Latest Joint Ch. 11 Plan POINTCLEAR SOLUTIONS: To Repay Outstanding Debt Over 5 Years POLONIA DEVELOPMENT: Seeks to Hire Barry Haberman as Attorney PREMIER EXHIBITIONS: Files Chapter 11 Plan of Liquidation QUENTIN HIGHTOWER: U.S. Trustee Unable to Appoint Committee QUOTIENT LIMITED: Incurs $105.4 Million Net Loss in Fiscal 2019 RADIO PERRY: Taps Mauldin & Jenkins as Accountant RANDAL D. HAWORTH: Staff Needs HIPPA Certification, PCO Says REAL ESTATE: Hires KW Utah Realtors as Real Estate Broker RIM ROCK: Seeks to Hire Nicolet Law Office as Legal Counsel RYAN HINTON: Seeks to Hire Angstman Johnson as Legal Counsel SAGE BORROWCO: Moody's Assigns B2 CFR & B2 Secured Debt Rating SANGO POOL: New Plan Modifies Treatment of SCP's Secured Claim SCHULTE PROPERTIES: Nationstar Objects to Plan Confirmation SEALED AIR: Moody's Affirms Ba2 Corp Family Rating, Outlook Stable SEARS HOLDINGS: Court Asked to Appoint Retirees' Committee SECURED CAPITAL: Case Summary & 16 Unsecured Creditors SGM FOODS: Seeks to Hire Kenneth A. Reynolds as Legal Counsel SIMKAR LLC: Seeks to Hire Bronson Law as Counsel SKY-SKAN INC: Discloses Establishment of Stock Incentive Plan SKYLINE RIDGE: Taps Keegan Linscott as Accountant SOAS LLC: Gets Approval on Interim Cash Collateral Use SURE WINNER: Seeks to Hire Bernstein Shur as Legal Counsel SURE WINNER: Seeks to Hire Spinglass as Financial Advisor TECHNICAL COMMUNICATIONS: Gets $2.7 Million Orders from ADS THISTLE FOUNDRY: A. Goldstein Named Ch. 11 Trustee TIMBERLAND BUILDERS: Seeks to Hire Nicolet Law Office as Counsel UNITED PF: Moody's Assigns B2 CFR & B1 1st Lien Term Loan Rating VALERITAS HOLDINGS: Reiterates Q2 & 2019 Revenue Guidance VANTAGE TRAILERS: U.S. Trustee Forms 3-Member Committee VG LIQUIDATION: July 31 Plan Confirmation Hearing VSOP LLC: Unsecured Creditor Seeks Ch. 11 Trustee Appointment WESTERN RESERVE: Public Salt Appointed as New Committee Member WJA ASSET: TD REO's $925K Sale of Temecula Property Approved ********* ABE'S BOAT: Unsecured Creditors to Get 22% Under Chapter 11 Plan ---------------------------------------------------------------- Abe's Boat Rentals, Inc., filed a Plan of Reorganization and accompanying Disclosure Statement. Class 6 - General Unsecured Claims, which total an estimated $890,000. Class 6 Claims shall be treated as follows, depending on whether Class 2 HW Bank elects Option A or Option B: Option A - Exit Loan: Holders of Allowed General Unsecured Claims will each receive pro rata share of: (i) two hundred thousand dollars ($200,000) on the later of: (a) within thirty (30) days of the date Debtor receives the Exit Loan proceeds, or (b) the date such Claim becomes an Allowed Claim, and (ii) net proceeds from Causes of Action, if any. Option B - Replacement Value Loan: Holders of Allowed General Unsecured Claims will each receive pro rata share of 75% of Debtor’s Net Revenue and all proceeds from Causes of Action, if any. Pro rata payments of Net Revenue will be payable until the earlier of the date on which all Allowed Claims are paid in full or the third (3rd) anniversary of the Effective Date, with payments made at least annually beginning on the date of the Effective Date. Estimate recovery: 22% under Option A and ___% under Option B. In the event HW Bank elects Option A, the Exit Loan will be used to fund payments due on or shortly after the Effective Date, including Claims of Professionals, tax claims accruing after the Petition Date, payout to Class 4 (Maritime Lien Claims), Class 5 (Convenience Claims) and Class 6 (General Unsecured Claims). Debt service to HW Whitney Bank and ongoing operating expenses will be paid from future net revenues. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/yxbvr9m5 from PacerMonitor.com at no charge. Counsel for the Debtor is Leo D. Congeni, Esq., at The Congeni Law Firm, LLC, in New Orleans, Louisiana. About Abe's Boat Rentals Abe's Boat Rentals, Inc. -- https://www.abesboatrental.com/ -- is a privately-owned vessel operator located in Belle Chasse, Louisiana, with a fleet of 19 vessels. The Company's business segments have expanded to also provide crews and vessels for environmental construction, restoration projects and cleanup, plugging and abandonment, rig decommissioning and other new markets. Abe's Boat Rentals was founded in 1979 by Abraham Ton. Abe's Boat Rentals, Inc., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-11102) on April 27, 2018. In the petition signed by Hank Ton, president, the Debtor estimated $1 million to $10 million in assets and liabilities. Congeni Law Firm, LLC, is the Debtor's counsel. ABSOLUTE DIMENSIONS: Seeks Access to Emprise Bank Cash Collateral ----------------------------------------------------------------- Absolute Dimensions, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Kansas to use cash collateral in the ordinary course of business. As of the Petition Date, Emprise Bank was owed approximately $2,482,350.45 by the Debtor. The Bank claims a lien in all assets owned by the Debtor. The Debtor proposes to pay Emprise Bank a monthly payment at the Bank's contractual, non-default rate of interest on every fifteenth day of each month. In addition, the Bank will be granted additional and replacement security interests and liens in and upon all of the pre-petition collateral and all of the Debtor's now owned and after acquired assets and rights of any kind or nature and wherever located. Said Adequate Protection Liens will be senior and prior to all other interests or liens whatsoever in or on the collateral. About Absolute Dimensions Founded in 2004, Absolute Dimensions, LLC -- https://www.absolutedimensions.com/ -- is machine parts manufacturer and supplier in Wichita, Kansas. Absolute Dimensions filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case No. 19-10489) on March 29, 2019. In the petition signed by Stephen Brittain, managing member, Absolute Dimensions estimated less than $50,000 assets and less than $10 million debt. Judge Robert E. Nugent oversees the case. W. Thomas Gilman, Esq., at Hinkle Law Firm, LLC, is the Debtor's counsel. ACCO BRANDS: S&P Leaves BB Rating on Sr. Unsecured Notes Unchanged ------------------------------------------------------------------ S&P Global Ratings revised its recovery rating on ACCO Brands Corp.'s senior unsecured notes to '4' from '3'. The 'BB' issue-level rating on the notes is unchanged. The '4' recovery rating reflects S&P's expectation for average (30%-50%; rounded estimate 40%) recovery for the unsecured noteholders in its simulated default scenario. The rating action follows the company's refinancing of its unrated senior secured facilities, which, among other things, extended the loans' maturity date to 2024, upsized the revolving credit facility to $600 million from $500 million, and established a new US$100 million term loan facility. S&P estimates this increase in secured debt within the company's capital structure will result in reduced prospects for unsecured noteholders under its simulated default scenario. As part of the refinancing, the company also established more favorable amendments to enhance operating flexibility. This included replacing the minimum fixed-charge coverage with a minimum interest coverage ratio, lowering the pricing with its current leverage ratio, and reducing annual amortization payments for the term loans. In addition, the company used the proceeds from the new term loan facility to reduce outstanding borrowings on the revolver by $100 million. The repayment, in conjunction with the upsized revolver, creates approximately $200 million in additional liquidity and results in a leverage-neutral transaction. "We believe the favorable amendments to the credit agreement and additional liquidity provided will give the company more flexibility as it navigates challenging macroeconomic conditions and pursues its strategy of making tuck-in acquisitions," S&P said. The rating agency said the refinancing does not change its expectations for credit measures. "We continue to expect that ACCO will maintain adjusted debt leverage below 4x over the next 12 months. As a result, our 'BB' long-term issuer credit rating and stable outlook on the company are unchanged," S&P said. Issue Ratings - Recovery Analysis Key analytical factors The issuer of all of the company's debt is ACCO Brands Corp. The company's debt structure consists of: -- $600 million revolving credit facility due 2024 (unrated); -- EUR253 million term loan A (unrated) due 2024; -- AUD61 million term loan A (unrated) due 2024; -- $100 million term loan A due 2024 (unrated); and -- $375 million (outstanding) 5.25% senior unsecured notes due 2024. Simulated default assumptions S&P said its simulated default scenario contemplates a default in 2024 as a result of global economic downturns, which could hurt corporate and consumer spending given the cyclical and discretionary nature of the company's products. These factors ultimately would lead to lower revenue, cash flow, and liquidity for the company, according to the rating agency. "We believe the company would be reorganized rather than liquidated under a default scenario because of its strong brand portfolio within the global consumer and business office products market," S&P said. -- Year of default: 2024 -- EBITDA at emergence: $184 million -- Implied enterprise value multiple: 6x Simplified waterfall S&P's emergence-level EBITDA of $184 million considers a 25% operational adjustment (to reflect some recoupment of sales volume and cost-cutting efforts that improve margins) on top of the default-level EBITDA. The default EBITDA roughly reflects fixed-charge requirements of about $102 million in interest and amortization costs (assuming a higher rate because of default and including prepetition interest) and $39 million in minimal capital expenditures (capex) assumed at default. S&P estimates a gross valuation of $1.1 billion, assuming a 6x EBITDA multiple. This is within the range S&P used for some of the company's peers. Calculation of EBITDA at emergence: -- Debt service assumption: $102 million (assumed default year interest plus amortization) -- Minimum capex assumption: $39 million -- Cyclicality adjustment: 5% -- Operational adjustment: 25% -- Emergence EBITDA: $184 million Simplified waterfall -- Emergence EBITDA: $184 million -- Multiple: 6x -- Gross recovery value: $1.1 billion -- Net recovery value for waterfall after administrative expenses (5%): $952 million -- Obligor/nonobligor valuation split: 50%/30%/20% -- Collateral value available to secured debt: $498 million -- Priority underfunded pension claims: $104 million -- Estimated senior secured claims: $602 million -- Remaining value to unsecured claims: $217 million -- Estimated unsecured debt claims: $384 million -- Recovery range for unsecured debt: 30%-50%, rounded estimate 40% Ratings List ACCO Brands Corp. Issuer credit rating BB/Stable Recovery Rating Revised To From ACCO Brands Corp. Senior Unsecured BB BB Recovery rating 4(40%) 3(60%) AEGERION PHARMACEUTICALS: U.S. Trustee Forms 2-Member Committee --------------------------------------------------------------- The U.S. Trustee for Region 2 on May 29 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Aegerion Pharmaceuticals, Inc. and its affiliates. The committee members are: (1) The Bank of New York Mellon Trust Company 500 Rose Street, 12th Floor Pittsburgh, PA 15262 Attention: Jennifer Provenzano, Vice President Telephone: (412) 236-2140 (2) Mosaic Solutions Group, LLC 625 Molly Lane, Suite 100 Woodstock, GA 30189 Attention: Rob Kime, Partner Telephone: (678) 809-4407 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 Aegerion Pharmaceuticals Aegerion Pharmaceuticals is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's business is supported by differentiated treatments that treat severe and rare diseases. On November 29, 2016, Aegerion entered into a merger transaction with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a publicly traded company formed under the laws of the Province of British Columbia. As a result of that transaction, Aegerion became an indirect wholly owned subsidiary of Novelion. Aegerion Pharmaceuticals, Inc. and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019. The Lead Debtor estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Martin Glenn is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor; Moelis & Company LLC as financial and restructuring advisor; AP Services, LLC as financial advisor and chief restructuring officer; and Prime Clerk LLC as claims and noticing agent. The ad hoc group of convertible noteholders tapped Latham & Watkins LLP and King & Spalding LLP as legal advisors; and Ducera Partners LLC as financial advisor. ALIKE INC: June 27 Plan Confirmation Hearing -------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan filed by Alike, Inc., is conditionally approved. June 27, 2019 at 2:30 p .m. is fixed for the hearing on Confirmation of the Plan and Final Approval of the Disclosure Statement in the Court room of the Honorable Stacy G Jernigan, 1100 Commerce Street, 14th Floor, Dallas, Texas. June 22, 2019 is fixed as the last day for filing and serving written acceptances or rejections of the Plan. June 22, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Plan or the Disclosure Statement. The Plan proposes to pay allowed unsecured creditors 100% of their allowed claims in 60 payments. Class 9 Claimants (Allowed Unsecured Creditors) are impaired and will be satisfied as follows: All allowed unsecured creditors will share pro rata in the unsecured creditors pool. The Debtor will make monthly payments commencing on the Effective Date of $500 into the unsecured creditors' pool. The Debtor will make distributions to the Class 9 creditors every 90 days commencing 90 days after the Effective Date. The Debtor will make a total of 60 payments or until the unsecured creditors have been paid in full. Based upon the Proofs of Claim and the Debtor's Schedules the unsecured creditors should receive approximately 100% of their allowed claims. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y2zxg2dm from PacerMonitor.com at no charge. About Alike Inc. Alike, Inc., operates a convenience store located at 2860 E. Ledbetter in Dallas, Texas. It also owns other real properties in the same location, one of which it currently rents out. Alike sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 18-33954) on Dec. 3, 2018. The Debtor previously filed Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-32174) on June 2, 2016. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. ALION SCIENCE: S&P Hikes Issuer Credit Rating to B; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Alion Science and Technology Corp. to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the $40 million first-lien revolving credit facility to 'BB-' from 'B+'. The '1' recovery rating is unchanged. S&P also raised its issue-level rating on the $197 million (post repayment with divestiture proceeds) first-lien term loan to 'B+' from 'B'. The '2' recovery rating is unchanged. The upgrade reflects Alion's improving credit ratios from revenue and earnings growth and the successful integration of MacAulay-Brown Inc. (MacB). S&P also views the proposed divestiture of the Naval Systems business as a credit positive, allowing Alion to repay debt while continuing to focus on growth in more attractive segments. As a result of these developments, S&P expects debt to EBITDA between 5.6x and 6x in fiscal 2019, with further improvement possible in 2020. But the rating agency does not expect debt to EBITDA to remain below 5x for an extended period due to the likelihood of debt-financed acquisitions. The stable outlook reflects S&P's expectations that Alion's credit ratios will improve over the next 12 months due to a return to organic revenue and earnings growth and that it pay down debt related to the divestiture of the Naval Systems business. S&P expects debt to EBITDA to decline to between 5.6x and 6x in fiscal 2019 with further improvement possible in 2020, but it does not expect debt to EBITDA to remain below 5x for an extended period due to the likelihood of debt-financed acquisitions. "We could lower ratings on Alion if debt to EBITDA rises above 7x in the next 12 months and we believe it will stay there for a sustained period. This could occur if it pursues debt-financed acquisitions or, less likely, faces operational challenges that decrease earnings or cash flow," S&P said. "Although unlikely due to the financial policy under private equity ownership, we could raise our rating on Alion in the next 12 months if debt to EBITDA drops below 5x and we expect it to remain there for a sustained period. This could occur if the company uses divestiture proceeds to repay debt and doesn't pursue large, debt-financed acquisitions or dividends while committing to maintain such leverage," S&P said, adding that operations would have to continue to improve as revenues and earnings grow organically. ALPHA CARE: Court Approves Disclosure Statement, Confirms Plan -------------------------------------------------------------- The Bankruptcy Court has issued an order finally approving the disclosure statement and confirming the Chapter 11 plan filed by Alpha Care Ambulance Corp. Subject to the Debtor either (i) submitting a proposed Consent Order resolving any unresolved tax claims or (ii) requesting a hearing to resolve any disputed tax claims, prior to the Effective Date of the Plan. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yddvc8rp from PacerMonitor.com at no charge. About Alpha Care Ambulance Corp. Alpha Care Ambulance Corp. is the successor-in-interest to Alpha Medical Services, Inc., which began its business operations in or about 1998 and was incorporated in 2001. The Debtor provides non-emergency medical transportation services to individuals to and from doctors' offices and medical treatment facilities. The Debtor also provides transportation to and from school for children with special needs. The Debtor provides transportation services primarily within Passaic County; however, the Debtor also provides some transportation services in Bergen, Essex, and Hudson Counties. Alpha Care transports individuals who are covered by private health insurance policies as well as individuals covered by Medicare. Its executive and administrative offices are located in Paterson, New Jersey. Alpha Care Ambulance Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-15372) on March 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Vincent F. Papalia is the case judge. The Debtor tapped Hook & Fatovich, LLC, as its legal counsel, and Ernest P. DeMarco & Associates, LLC, as its accountant. AMERICAN HOME: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: American Home Products LLC aka The Louver Shop, Inc. fka Danmer, Inc. fka Kincaid & Decker, Inc. fka American Made Shutters fka Duke Sutter Company, LLC fka AMS Acquisition, LLC 1215 Palmour Drive Gainesville, GA 30501 Business Description: American Home Products LLC -- https://www.louvershop.com -- is the holding company for The Louver Shop. It provides custom interior plantation shutters, exterior shutters, and window treatments. Chapter 11 Petition Date: May 29, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Case No.: 19-21054 Judge: Hon. James R. Sacca Debtor's Lead Counsel: MCDONALD HOPKINS LLC Debtor's Co-Counsel: Charles N. Kelley, Jr., Esq. KELLEY & CLEMENTS LLP P.O. Box 2758 Gainesville, GA 30503-2758 Tel: 770-531-0007 678-567-6210 Fax: (678) 866-2360 Email: ckelley@kelleyclements.com Debtor's Restructuring Advisor: AURORA MANAGEMENT PARTNERS, INC. Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Gregory Bangs, chief financial officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ganb19-21054_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb19-21054.pdf ANAYA-GUERRERO: Acting DOJ Watchdog Wants Trustee Appointment ------------------------------------------------------------- Henry G. Hobbs, Jr., the Acting United States Trustee for Region 7, asked the U.S. Bankruptcy Court for the Western District of Texas to direct the appointment of a Chapter 11 trustee for Anaya-Guerrero Partnership. Based on the case, the Debtor owns two pieces of real property, which according to its schedules, have equity sufficient to pay all creditors in full. Nonetheless, more than six months after filing the case, the Debtor has neither filed a plan to pay creditors out of future cash flow nor hired a broker to sell its real property. Hence, Mr. Hobbs, Jr. sought for the appointment of a Chapter 11 trustee who can try to sell the real property or propose a plan to pay creditors. Moreover, Mr. Hobbs, Jr. disclosed that the Debtor has paid its partners more than $28,000. The payments appeared not to as salary but partner draws. If so, Mr. Hobbs, Jr. believed that the Debtor has been improperly paying its equity holders, while unsecured creditors remain unpaid. In this case, a trustee could look into payments to the Debtor’s partners and determine whether those payments should be avoided and brought into the estate to pay the creditors. Further, Mr. Hobbs, Jr. noted that the Debtor’s only source of revenue are the payments from a company called Cal TV, a company owned by the same individuals as the Debtor and which owed the Debtor $231,668. Based on the request, a Chapter 11 trustee can review the relationship with Cal TV and determine what appropriate lease payments should be, whether the Debtor should keep Cal TV as a tenant, and what efforts to take to collect on Cal TV’s debt to the Debtor. About Anaya-Guerrero Partnership Based in El Paso, Texas, Anaya-Guerrero Partnership owns a retail store valued at $600,000. The Partnership also has a retail or warehouse facility in El Paso, Texas valued at $2.15 million. Anaya-Guerrero Partnership filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.: 18-31750) on October 17, 2018, and is represented by Corey W. Haugland, Esq., in El Paso, Texas. At the time of the filing, the Debtor had $3,083,890 in total assets and $1,806,503 in total liabilities. The petition was signed by Ernesto Anaya, general partner. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at http://bankrupt.com/misc/txwb18-31750.pdf. ANKA BEHAVIORAL: Hires Donlin Recano as Administrative Advisor -------------------------------------------------------------- Anka Behavioral Health, Incorporated, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Donlin Recano & Company, Inc., as administrative advisor to the Debtor. Anka Behavioral requires Donlin Recano to: a. assist with, among other things, solicitation, balloting and tabulation and calculation of votes for purposes of plan voting; b. prepare any appropriate reports, exhibits and schedules of information; c. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; d. assist with the preparation of the Debtor's schedules of assets and liabilities and statements of financial affairs and gathering data in conjunction therewith; e. generate, provide and assist with claims objections, exhibits, claims reconciliation and related matters; f. facilitate any distributions pursuant to a confirmed plan of reorganization; g. provide confidential on-line work spaces or virtual data rooms and publish documents to such workspaces or data rooms; and h. provide such other claims processing, noticing, solicitation, balloting and Administrative Services as may be requested from time to time by the Debtor. onlin Recano will be paid at these hourly rates: Executive Staff No Charge Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 Donlin Recano will also be reimbursed for reasonable out-of-pocket expenses incurred. Nellwyn Voorhies, a partner at Donlin Recano, 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. Donlin Recano can be reached at: Nellwyn Voorhies DONLIN RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Toll Free Tel: (800) 591-8236 About Anka Behavioral Health In operation since 1973, Anka Behavioral Health, Inc. -- https://www.ankabhi.org/ -- is a 501(c)3 non-profit behavioral healthcare corporation. It offers crisis residential treatment, transitional residential treatment, and long-term residential treatment for children and adults experiencing a psychiatric emergency or behavioral crisis. Anka's residential-based facilities are located in Contra Costa, Alameda, Solano, Sonoma, Santa Clara, Fresno, San Luis Obispo, Santa Barbara, Ventura, Los Angeles, and Riverside Counties in California, and Tuscola County in Michigan. ANKA Behavioral Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-41025) on April 30, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case is assigned to Judge William J. Lafferty. The Debtor tapped Trodella & Lapping, LLP and Wendel, Rosen, Black & Dean, LLP as legal counsel; BPM LLP as financial advisor; and Donlin Recano & Company, Inc. as claims and noticing agent. APEX TOOL: S&P Reinstates 'B-' Senior Secured Term Loan Rating -------------------------------------------------------------- S&P Global Ratings said it corrected by reinstating its 'B-' rating on Apex Tool Group LLC's $908.5 million senior secured term loan due Feb. 1, 2022. S&P withdrew the rating in error on April 2, 2019. Ratings List Apex Tool Group LLC Issuer Credit Rating B-/Stable/-- Rating Reinstated Apex Tool Group LLC Senior Secured $908.538 mil term loan B due 02/01/2022 B- Recovery Rating 3(60%) ARTESYN EMBEDDED: S&P Puts CCC ICR on Watch Pos. on Segments Sale ----------------------------------------------------------------- S&P Global Ratings placed its 'CCC' long-term issuer credit and issue-level ratings on Artesyn Embedded Technologies Inc. on CreditWatch with positive implications. The CreditWatch placement follows Artesyn's announcement on May 15, 2019, that it entered into a stock purchase agreement to sell its Embedded Power business to Advanced Energy, a global leader in power conversion solutions, for $400 million. The deal will consist of approximately $364 million cash and assumption of approximately $36 million in liabilities. "We expect to resolve the CreditWatch after the transaction closes and we have more visibility on Artesyn's plans for the remainder of the business. The sale agreement does not include the Embedded Computing and Consumer businesses, which will maintain their current ownership structure as joint ventures between Platinum Equity, LLC. and Emerson Electric Co.," S&P said. "We could affirm or lower the rating if the transaction does not close for unforeseen reasons or Artesyn does not use the proceeds to repay debt," S&P said. AVON PRODUCTS: Fitch Puts Ratings on Watch Pos. Amid Naturas Deal ----------------------------------------------------------------- Fitch Ratings has placed Avon Products, Inc.'s ratings on Positive Watch. The Rating Watch Positive reflects Naturas Cosmeticos S.A.'s (Natura: BB/Rating Watch Negative) announcement that it will acquire Avon in an all-stock transaction valued at USD3.7 billion on an enterprise value basis (5.6x/9.5x 2018 EBITDA with/without synergies). Resolution of the Rating Watch Positive will occur upon consummation or termination of the proposed merger agreement with Natura. Avon's ratings could be upgraded if the merger closes, since Avon is expected to be rated in line with Natura, which is likely to be rated at or above 'BB-', higher than Avon's existing 'B+' rating. Natura's ratings were placed on Watch Negative due to execution risks associated with the integration of these businesses, challenges to improve profitability against a dynamic and changing landscape, and higher than anticipated medium-term refinancing risks. On a pro forma basis, Fitch estimates Avon's EBITDA represents around 39% of the combined entity. Natura is still working on the turnaround of The Body Shop (TBS), a EUR1 billion debt-funded acquisition completed in late 2017. Like TBS, Avon is a very large and complex global company with declining reps/volumes; FX risk is high due to its emerging market concentration. Avon and Natura have high exposure to the declining direct sales business, which is an additional negative consideration, as they attempt to switch to an omnichannel strategy. KEY RATING DRIVERS Natura to Acquire Avon: On May 22, 2019, Natura announced an agreement to acquire Avon in an all-stock transaction valued at USD3.7 billion on an enterprise value basis (5.6x/9.5x 2018 EBITDA with/without synergies). A new holding company for the group, Natura Holding S.A. (Natura &Co), will wholly own the shares of Natura and Avon, as a result of a corporate restructuring to be implemented. Once the transaction is completed, Natura &Co will be held by approximately 76% of Natura's shareholders and 24% of Avon's shareholders. The closing of the transaction is subject to customary precedent conditions, including approval by shareholders of both companies and by CADE, a Brazilian regulatory agency. Natura announced a bridge loan of USD1.6 billion to support immediate refinancing risks in the event Avon's USD1.1 billion bondholders do not grant a waiver for breaching a change of control (CoC) clause. Natura is also required to redeem $530 million of preferred shares issued by Avon Products, Inc. due to a CoC clause. Profitability Pressures: Avon's EBITDA declined to USD347 million, or 29%, in 2018 compared with Fitch's expectations for relatively flat EBITDA on a like-for-like (LFL) basis, which excludes the effects of ASC 606. Revenue was in line with Fitch's 2018 forecast; however, margins declined markedly in the second half of 2018 due to adverse foreign exchange movements, increased investments in representatives and advertising, and supply chain inflation in material and logistics costs, partially offset by cost reduction initiatives. On a LFL basis, EBITDA margin in the second half of 2018 declined 320 bps to 7.1% versus the corresponding year-ago period, resulting in a full year 2018 EBITDA margin of 6.9%, which is 193 bps less than the 8.8% achieved in 2017. Fitch estimates negative FX and operational challenges accounted for 49% and 51%, respectively, of the nearly USD143 million year-over-year decline in EBITDA in 2018. There is increased risk that greater-than-anticipated supply chain inflation may mitigate the benefits of Avon's cost reduction initiatives, which are required to offset increased investments associated with the company's Open Up Avon strategy. This would make it more challenging for the company to improve its profit margin and FCF, particularly if revenue trends remain negative. Elevated Leverage: As a result of the aforementioned profitability pressures, Avon's gross leverage increased to approximately 5x, the upper end of Fitch's negative rating sensitivity, at YE 2018 compared with 4.4x in 2017, despite USD300 million of debt reduction in 2018. Fitch estimates year-over-year gross leverage remained flat at 4.4x in 2018, excluding the negative effects of foreign currency fluctuations. Fitch forecasts gross leverage will remain relatively flat at approximately 5x in 2019 due to continued FX headwinds in the first half of 2019 and inflationary pressures, partially offset by cost savings and pricing actions to mitigate inflation. The company has the option of pursuing incremental debt reduction in the first half of 2019 funded with at least USD60 million of proceeds from asset sales. The company's decision to repay incremental debt using divestiture proceeds is contingent on market conditions in 2019 when the company seeks to refinance its USD386 million of senior unsecured notes due in March 2020. Accelerated Declines in Reps and Volume: Declines in certain of Avon's key performance indicators accelerated in the second half of 2018, particularly active representatives and volume, despite turnaround efforts made to date. Active reps declined nearly 6% in the second half of 2018 led by South America (largely Brazil), down 7%, and EMEA (largely Russia), down 6%. Avon's total active reps declined to approximately five million at YE 2018 compared with approximately six million at YE 2017. Lack of improvement in active reps and volume may jeopardize Fitch's expectations for gradual improvement in organic revenue growth trends on a constant currency basis through 2022, and potentially result in negative rating actions. On the positive side, Increasing rep productivity mitigated revenue declines due to lower reps and volume in the fourth quarter of 2018, as evidenced by 4% growth in average rep sales, which also bodes well for rep retention, and 6% increase in price/mix due to greater product bundling and enhanced revenue management, including inflationary pricing in Argentina. Brazil Underperforms Key Markets: Brazil is Avon's largest (23% of revenue) and worst performing market relative to Avon's top five markets, reflecting the scale and depth of the challenges in Brazil. Quarterly revenue from Brazil has declined at a mid- single to low double-digit rate at constant currency since the second quarter of 2017. Avon's results in Brazil continue to be negatively affected by competitive pressures, a difficult macroeconomic environment, weaker volume and lower appointments of new representatives, partly due to stricter credit requirements. Avon appointed a new general manager in Brazil, effective Sept. 17, 2018, to lead the company's efforts to improve service quality and training for reps. Downsized RCF Reduces Liquidity: Avon International Capital p.l.c. (AIC), obtained a new EUR200 million, or USD230 million, senior secured RCF due Feb 2022, which replaced a prior USD400 million secured RCF. Borrowings under the new RCF are available for general corporate and working capital purposes. The credit implications of the downsized RCF are partially offset by greater flexibility to issue secured debt to refinance existing borrowings. The prior facility restricted secured borrowings to a USD600 million basket, of which Avon had previously issued USD500 million of secured debt due August 2022, which limited the company's ability to issue incremental first-lien secured debt to refinance existing unsecured debt. The new RCF credit agreement allows incremental secured debt beyond Avon's existing secured debt, consisting of the secured RCF and USD494 million of secured notes due August 2022, and is a Euro-denominated facility, which more closely aligns the company's capital structure to its operations. Refinancing Risk: Avon's EUR200 million RCF is subject to early termination in mid-December 2019 if the company fails to redeem, repay or otherwise refinance in full its USD387 million of unsecured notes due March 2020 by Dec. 15, 2019. In addition to first-lien debt, AVP also has the flexibility to issue second-lien debt to refinance the notes due 2020. Increased Investments to Support Strategy: Avon's strategy to strengthen the company's competitive position and modernize the core business requires USD300 million of incremental investments, including USD230 million of capex, from 2019-2021. The investments will be in two areas: commercial spend and digital/IT infrastructure. Commercial spend consists of tools and training for reps, advertising to modernize the Avon brand, processes to accelerate the pace of product innovation, new expansion into markets, such as China and India, and channel investments, primarily e-commerce. Digital and IT infrastructure spend targets data center modernization and digital tools, including individual, personalized on-line store pages for reps, new mobile tools to assist with the rep's sale process, analytics and digital marketing. Fitch expects the costs of these investments will be cash flow neutral in aggregate through 2021 due to USD400 million of targeted costs savings across manufacturing, distribution, procurement, back office, as well as lower taxes and interest expense due to Avon's early debt prepayment in June 2018. FX, Emerging Markets Exposure: Avon's revenue base is geographically diverse, selling or distributing products in 56 countries and territories. Avon's top-10 markets, mostly emerging markets, account for 70% of revenue. Latin America represents 52% of revenue, with Brazil, the single largest market, contributing 23% of total revenue in 2018. Negative FX translation has an outsized impact on Avon's financials as most its cash flows and profits are generated outside the U.S. Economic and political volatility also can have a significant impact. Strong Competition: The beauty industry is structurally attractive and tends to be a resilient category throughout economic cycles, but it's a highly competitive market, the degree of which varies by Avon's end market. Avon's competitors include large and well-known cosmetics, fragrance and skincare companies and niche firms that have benefitted from lower barrier to entry due to low cost marketing via social media. Avon's competes with other direct selling companies as well as products sold to consumers via alternate distribution channels, including e-commerce, mass market retail and prestige retail. DERIVATION SUMMARY Avon's rating (B+/Rating Watch Positive) reflects its significant scale as a leading direct-selling beauty company with USD5.4 billion revenue in 2018 and its well-recognized brand in the beauty industry. Avon's revenue and profitability will continue to exhibit greater volatility due to the company's focus on emerging markets, foreign currency fluctuations and continued declines in active reps and orders, all of which contributed to a 9.5% revenue decline in 2018. In 2018, Avon's EBITDA declined 29% to USD347 million, FCF declined to USD2 million from USD165 million and gross leverage increased to 5.1x from 4.4x relative to 2017. In terms of comparable companies, Fitch rates Anastasia Intermediate Holdings, LLC (ABH), a prestige cosmetics brand primarily focused in the U.S., 'BB-'/Stable Outlook. The ratings reflect the company's strong track record of growth and customer connections, good financial profile including above-average EBITDA margin, positive FCF and leverage of mid-3x following a debt-financed dividend. Fitch projects leverage will trend toward high 2x over the next two to three years. The rating also considers the company's narrow product and brand profile, recent explosive growth that could reverse course, and risk that continued beauty industry market share shifts could weaken ABH's projected growth through the risk of new entrants or existing players regaining share. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case For The Issuer as a Standalone Entity: -- Revenue is forecast to decline nearly 7%, including a 5% point headwind from FX, to USD5.1 billion in 2019 and remain relatively flat through 2022, barring further currency movements; -- Operating EBITDA is forecast to be approximately USD365 million in 2019 and approximately USD450-USD475 million through 2022 due to cost savings, enhanced revenue management and increasing rep productivity; -- Fitch expects the incremental investment plan, which also includes USD230 million of capex and USD130 million for cash restructuring, will be cash flow neutral through 2021 due to expense reductions, working capital improvements from inventory, tax planning and lower interest expense; -- FCF is expected to be approximately USD30 million in 2019, including approximately USD130 million of cash restructuring charges and incremental capex associated with Avon's investment plan. Fitch expects FCF will increase to approximately USD100 million in 2020, reflecting EBITDA margin expansion and lower cash restructuring costs, and exceed USD150 million in 2021 and 2022. Fitch assumes the company's dividend remains suspended throughout the forecast period and cash interest on the cumulative preferred stock continues to be deferred; -- Fitch expects gross leverage (total debt to operating EBITDA) to remain flat in 2019 at approximately 5.0x and decline to the low 4.0x range through 2022. RATING SENSITIVITIES Resolution of the Rating Watch Positive will occur upon consummation or termination of the proposed merger agreement with Natura. Avon's ratings will likely be upgraded by at least one notch if the merger is successfully closed given Natura is currently rated 'BB', two notches higher than Avon's rating of 'B+'. Developments That May, Individually or Collectively, Lead to Positive Rating Action on a Standalone Basis -- Flat-to-modestly positive reps and volume growth as well as low-single digit organic growth; -- Gross leverage of 3.5x; -- Lease adjusted gross leverage of 4x; -- FCF margin sustained at or above 1.5%. Developments That May, Individually or Collectively, Lead to Negative Rating Action on a Standalone Basis -- Accelerating declines in key performance indicators in 2019, particularly active reps and orders, which would indicate a greater probability of extended declines in revenue; -- Significant currency challenges in key markets, such as Brazil or Russia, which affect Avon's ability to service its dollar-denominated debt; -- Sustained increase in gross leverage and lease adjusted gross leverage over 5.0x and 5.5x, respectively; -- Sustained FCF margin less than 1%. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of March 31, 2019, Avon had USD406 million of cash and USD197 million in revolver availability, net of USD28 million in outstanding letters of credit. The senior secured revolving credit facility has total capacity of EUR200 million, or USD225 million, and expires in February 2022, provided that it shall terminate on the 91st day prior to the maturity of the 4.60% Notes due 2020, if on such 91st day, the applicable notes are not redeemed, repaid, discharged or otherwise refinanced in full. Avon's U.K.-based financing subsidiary, Avon International Capital p.l.c. (AIC), a wholly-owned foreign subsidiary of the AVI, entered into a three-year EUR200 million, or USD230 million, senior secured RCF, in Feb. 2019. Borrowings under the RCF are available for general corporate and working capital purposes. The RCF maturity date is not to exceed (a) the maturity date of Feb. 12, 2022 and (b) the date falling 91 days prior to the final scheduled maturity date of the existing USD387 million of outstanding notes due March 15, 2020, which equates to Dec. 15, 2019, if the notes have not been redeemed, repaid or otherwise refinanced in full on such date. All obligations of AIC under the 2019 facility, and AIO under the senior secured notes are unconditionally guaranteed by the API, AIO and each other material United States or English restricted subsidiary of the API (collectively, the Obligors), in each case, subject to certain exceptions. The obligations of the Obligors are secured by first priority liens on and security interests in substantially all of the assets of the Obligors, in each case, subject to certain exceptions. Capital Structure: As of March 31, 2018, Avon had total debt principal outstanding of USD1.9 billion, consisting of USD500 million of senior secured bonds due 2022, USD1.1 billion of senior unsecured bonds, and USD498 million of preferred stock (includes accrued dividends), which Fitch assigned 50% equity credit. AIC is the borrower for the revolving credit facility, AIO is the borrower for the senior secured notes, whereas the senior unsecured notes are obligations of the parent, Avon Products Inc. The revolving credit facility contains a minimum interest coverage ratio and a maximum total leverage ratio. Recovery Analysis: Fitch's recovery analysis assumes USD370 million of operating EBITDA on a going concern basis. The going concern EBITDA assumes the company exits smaller or underperforming markets, potentially including Brazil, and the remaining markets benefit from greater senior management attention and allocation of financial resources, resulting in an operating profit margin in the low teens on a smaller revenue base of approximately USD3.5 billion. Fitch then applies a recovery multiple of 4x, resulting in an estimated enterprise value (EV) of nearly USD1.5 billion. The recovery multiple of 4x EV/EBITDA multiple is at the low end of recent consumer products transactions, but considers Avon's operating challenges, particularly top-line growth, reliance on a single distribution channel (direct selling) and greater relative risk profile due to its emerging market focus. AIC's senior secured revolver and AIO's senior secured notes are expected to have outstanding recovery prospects (91%-100%) and as such are rated 'BB+'/'RR1' with 100% recovery prospect. The RCF is secured by first-priority liens on and security interests in substantially all of the assets of AIC, the subsidiary guarantors and by certain assets of API, in each case, subject to certain exceptions and permitted liens. The collateral package for the senior secured notes consists of the equity of AIO and Avon Capital Corp. and the intellectual property rights of AIO. Avon's senior unsecured notes are perceived to have good recovery prospects (51%-70%) due to Avon's repayment of USD300 million of unsecured debt in 2018. However, Fitch believes there is a strong possibility that Avon issues secured debt to refinance its existing unsecured debt in 2019 and, therefore, assumes average recovery prospects (31%-50%) for the unsecured debt ('B+'/'RR4') and recovery is based on the midpoint (40%) of the 'RR4' recovery range. BAKER HYDRO-EXCAVATING: Unsecured Creditors to Get 5% Under Plan ---------------------------------------------------------------- Baker Hydro-Excavating, Inc., filed a small business Chapter 11 plan and accompanying disclosure statement. Class 4 - Allowed Non-Priority Unsecured Claims that are not guaranteed by any third party, totaling $6,668.73. Because no single claim exceeds $5,000, they are also treated as 11 U.S.C. Section 1122(b) convenience claims. Payment is 5% of allowed amount. This class is impaired. Monthly payment is (average only) $5.56 beginning on 1st of month after Distribution Date and ending 60 months. The plan will be funded by cash on hand from business operations and the issuance of a new equity interest to ARB Holding Company LLC, a Wyoming limited liability company whose sole members are creditor Edith Joan Baker and Marcus Baker in exchange for a payment by ARB Holding Company LLC to the Debtor of $40,000 on the Effective Date. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/y2c6cnqo from PacerMonitor.com at no charge. About Baker Hydro-Excavating Inc. Baker Hydro-Excavating, Inc. is a privately-held excavating contractor in Mountain View, Wyoming. Baker Hydro-Excavating sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20839) on October 29, 2018. At the time of the filing, the Debtor disclosed $611,334 in assets and $1,869,422 in liabilities. The case has been assigned to Judge Cathleen D. Parker. The Debtor tapped Clark D. Stith, Esq., as its legal counsel. BAY TERRACE: Seeks to Hire Herman P. Ortiz as Accountant -------------------------------------------------------- Bay Terrace Plaza, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Herman P. Ortiz, CPA, P.C., as accountant to the Debtor. Bay Terrace requires Herman P. Ortiz to: a. prepare the Debtor's monthly operating reports, budgets and projections; b. prepare and file any necessary and applicable tax returns and financial reporting for the Debtor; c. review all claims filed for reasonableness against the Debtor's records and filing schedules; d. communicate with the Debtor and its retained professionals; e. assist in the preparation of a disclosure statement and plan of reorganization and the; and f. provide any other assistance as the Debtor and counsel may deem necessary. Herman P. Ortiz will be paid at the hourly rate of $275 for Managing Members, and $200 for senior accountant. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Herman P. Ortiz, the firm's founding partner, 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. Herman P. Ortiz can be reached at: Herman P. Ortiz HERMAN P. ORTIZ, CPA, P.C. 2061 Deer Park Ave. Deer Park, NY 11729 Tel: (631) 486-6855 About Bay Terrace Plaza Bay Terrace Plaza, LLC operates a restaurant in the Bay Terrace Shopping Center located at 210-35 26th Avenue, Bayside, N.Y. Bay Terrace Plaza filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-41616) on March 21, 2019, listing under $1 million in both assets and liabilities. On April 30, 2019, the case was reassigned to Judge Robert E. Grossman from Judge Elizabeth S. Stong, and was assigned a new case number (Case No. 19-73115). The Debtor is represented by LaMonica Herbst & Maniscalco, LLP. BAY TERRACE: Seeks to Hire LaMonica Herbst as Counsel ----------------------------------------------------- Bay Terrace Plaza, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ LaMonica Herbst & Maniscalco, LLP, as counsel to the Debtor. Bay Terrace requires LaMonica Herbst to: (a) provide legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in accordance with the provisions of the Bankruptcy Code in the continued operation of its business and the management of its property; (b) prepare, on behalf of the Debtor, all necessary schedules, applications, motions, answers, orders, reports, adversary proceedings and other legal documents required by the Bankruptcy Code and Federal Rules of Bankruptcy Procedure; (c) perform all other legal services for the Debtor that may be necessary in connection with the Debtor's attempt to reorganize its affairs under the Bankruptcy Code; and (d) assist the Debtor in the development and implementation of a plan of reorganization. LaMonica Herbst will be paid at these hourly rates: Partners $635 Associates $425 Paraprofessionals $200 LaMonica Herbst will be paid a retainer in the amount of $25,000. LaMonica Herbst will also be reimbursed for reasonable out-of-pocket expenses incurred. Salvatore LaMonica, a name partner at LaMonica Herbst, 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. LaMonica Herbst can be reached at: Salvatore LaMonica, Esq. Jordan Pilevsky, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Telephone: (516) 826-6500 About Bay Terrace Plaza Bay Terrace Plaza, LLC operates a restaurant in the Bay Terrace Shopping Center located at 210-35 26th Avenue, Bayside, N.Y. Bay Terrace Plaza filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-41616) on March 21, 2019, listing under $1 million in both assets and liabilities. On April 30, 2019, the case was reassigned to Judge Robert E. Grossman from Judge Elizabeth S. Stong, and was assigned a new case number (Case No. 19-73115). The Debtor is represented by LaMonica Herbst & Maniscalco, LLP. BEAR GRASS: Hires Andersen Law as General Reorganization Counsel ---------------------------------------------------------------- Bear Grass Holdings LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Andersen Law Firm, Ltd., as general reorganization counsel to the Debtor. Bear Grass requires Andersen Law Firm to: a) advise the Debtor with respect to its powers and duties as a Debtor and debtors in possession in the continued management and operation of its business and property; b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the chapter 11 case, including the legal and administrative requirements of operating in chapter 11; c) take all necessary action to protect and preserve the bankruptcy estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the bankruptcy estate, negotiations concerning all litigation in which Debtor may be involved, and objections to claims filed against the bankruptcy estate; d) prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; e) negotiate and prepare on the Debtor's behalf plan(s) of reorganization, disclosure statement(s), and all related agreements and/or documents and take any necessary action on behalf of Debtor to obtain confirmation of such plan(s); f) advise the Debtor in connection with any sale of assets; g) appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the bankruptcy estate before such courts and the U.S. Trustee; and h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Case. Andersen Law Firm will be paid at these hourly rates: Attorneys $270 to $360 Paralegals $130 Andersen Law Firm will be paid a retainer in the amount of $10,000. After deducting fees and expenses, the amount of $6,591 of this retainer remains and is held in the Andersen Law Firm trust account. Andersen Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan A. Andersen, a partner at Andersen Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Andersen Law Firm can be reached at: Ryan A. Andersen, Esq. Ani Biesiada, Esq. ANDERSEN LAW FIRM, LTD. 101 Convention Center Drive, Suite 600 Las Vegas, NV 89109 Tel: (702) 522-1992 Fax: (702) 825-2824 E-mail: ryan@vegaslawfirm.legal ani@vegaslawfirm.legal About Bear Grass Holdings Bear Grass Holdings LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 19-12827) on May 6, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by the Andersen Law Firm. BIG E AUTOMOBILE: KeyBank's Unsecured Claim Added in New Plan ------------------------------------------------------------- Big E Automobile Rebuild, Inc., filed its first amended disclosure statement referring to its chapter 11 plan dated May 17, 2019. The latest plan adds KeyBank N.A.'s unsecured claim in Class 11A. KeyBank's unsecured claim is in the principal amount of $100,000 ($103,587.19 with interest to the petition date) arising out of the alleged transfer of $100,000 from Northwest Drywall Services to the Debtor in 2015. The Debtor's president, John Willard, has agreed to pay the Class 11A claim out of his personal income. The Debtor will be a secondary obligor on the Class 11A claim. Therefore, the Class 11A claim will receive no payment from the Debtor under the Plan unless and until John Willard defaults in payments under his agreement with KeyBank. In such event, KeyBank may notify the Debtor that Mr Willard has defaulted and the default has not been cured within any applicable cure period. The Debtor will be obligated to cure the default within 30 days following receipt of such notice, and to make future payments as they fall due until such time as Willard resumes making payments. A copy of the First Amended Disclosure Statement dated May 17, 2019 is available at https://tinyurl.com/y5o7cyl3 from Pacermonitor.com at no charge. About Big E Automobile Rebuild Based in Burien, Washington, Big E Auto Rebuild, Inc. -- http://www.bigeautorebuild.com/-- offers complete auto body shop and auto paint shop services. It has been family owned and operated since 1970 and provides service to Seattle, West Seattle, Bellevue, Renton, SeaTac, Kent and Federal Way areas from the Burien facility. Big E Automobile Rebuild sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-12732) on July 12, 2018. In the petition signed by John Willard, president, the Debtor disclosed $287,786 in assets and $2,633,442 million in liabilities. Judge Christopher M. Alston presides over the case. Donald A. Bailey, Esq., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. BLACKRIDGE TECHNOLOGY: Provides Update on 2019 Activities --------------------------------------------------------- BlackRidge Technology International Inc. has released the following letter to its shareholders from Chairman and CEO Bob Graham. Dear Fellow Shareholders: This update is for our shareholders and other interested parties to keep you abreast of current developments at BlackRidge as a supplement to our social media, investor conferences, emails and press release updates. Global Reach: Over the course of 2018 and 2019, BlackRidge has increased its global reach. Our April announcement of a major partnership agreement with NTT Advanced Technologies adds to our current relationships with Cisco and PTC, as well as a number of systems integrators. Our relationship with NTT is already producing excellent results, including a pipeline of over 100 opportunities to help both enterprises and network operators in the Japanese market to adopt microsegmentation and identity-based cybersecurity solutions. BlackRidge received its first product order for revenue from Japan in April and anticipates orders building throughout 2019. As we look further at the Asia Pacific market for our cybersecurity and defense solutions, we now have planned Proofs of Concept with major organizations in Korea and Singapore. In India, we are engaged with major potential partners and customers that have the potential to deliver significant sales. These discussions are in the late stages and announcements will be made as they are finalized. BlackRidge has also gained attention in Europe and Latin America by interested potential partners and customers that will also be announced upon finalization of agreements. North America: Our corporate philosophy in North America (and globally) is to use channel partners to expand and grow sales. We have already announced two partnerships focused on North America - Atrion Communications and LRS IT Solutions – each of which are well regarded IT solution firms. Last year we became a Cisco Preferred Solution Partner and we have been listed in the Cisco Marketplace; as a result, we have participated in numerous Cisco events which have resulted in customer engagements and partnerships with some of the largest Cisco Resellers. We converted pilot programs to revenue with several customers during the first quarter of 2019 and anticipate this continuing to grow during the second quarter. IoT Security: With the introduction of our TAC Identity Device (TAC-ID) early this year, we have seen growing global interest in multiple BlackRidge applications, from the manufacturing industry and the energy sector to hospital applications and protecting surveillance cameras. TAC-ID provides identity at the edge to enable the use of BlackRidge First Packet Authentication cyber defense capabilities without having to update legacy infrastructure. Furthermore, with the announcement of our joining the PTC Partner Network and integration with PTC ThingWorx, we now have visibility and activity starting on pilot programs and OEM relationships to enhance Industrial IoT security that can address an installed base of more than 300 million IoT endpoints. Commercial Market Solutions and Segments: With the convergence of IT and Operational Technology (OT), our customer engagements focus on delivering on a solution that is aimed at protecting the most critical business asset first. This includes applying our technology to a manufacturing facility, an electric substation, the connected car ecosystem, avionics for air to ground communications and to standard IT infrastructure such as data centers, cloud applications and micro-segmenting access to and from critical assets. With our increased global interest, we currently have a backlog of more than 30 trials and visibility into another 50 or more potential trials. As we continue to work with partners, we are in the process of training them to spearhead customer engagements to help accelerate revenue as well as time to revenue generation. We expect second quarter 2019 revenue to more than double first quarter revenue, with further significant revenue growth anticipated in the second half of 2019. Government: We completed major Department of Defense (DoD) trials in the first quarter of 2019 and will be completing additional trials in the second quarter. As the DoD enters its time of the year for major procurements, BlackRidge continues to participate in several major programs that originated from these trials, including network protection, cloud access and management of resources. We expect to see several awards over the next 120 days. Thank you to our shareholders for your continued support. Sincerely, /s/Bob Graham Bob Graham, Chairman, Chief Executive Officer & President BlackRidge Technology 5390 Kietzke Lane, Suite 104 Reno, Nevada 89511 About BlackRidge Technology Headquartered in Reno, Nevada, BlackRidge Technology, formerly known as Grote Molen, Inc. -- http://www.blackridge.us/-- develops and markets next generation cyber defense solutions that enables its customers to deliver more secure and resilient business services in today's rapidly evolving technology and cyber threat environments. The Company's network, server, and cloud security products are based on its patented Transport Access Control technology and are designed to isolate, cloak and protect servers and cloud services from cyber-attacks and block unauthenticated access. BlackRidge products are used in enterprise and government computing environments, the industrial Internet of Things (IoT), commercial blockchains, and other cloud service provider and network systems, military grade and patented network security technology. BlackRidge reported a net loss of $17.15 million for the year ended Dec. 31, 2018, compared to a net loss of $15.34 million for the year ended Dec. 31, 2017. As of March 31, 2019, Blackridge had $10.68 million in total assets, $11.66 million in total liabilities, and a total stockholders' deficit of $979,982. Haynie & Company, in Salt Lake City, Utah, 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 incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. BLACKWOOD REDEVELOPMENT: No Conflict for Nehmad Perrillo -------------------------------------------------------- Blackwood Redevelopment Co. Inc has filed a supplemental application with the U.S. Bankruptcy Court for the District of New Jersey seeking approval to hire Nehmad Perrillo Davis & Goldstein, PC, as counsel to the Debtor. A recently decided case, re M&P Collections Inc., 2019 WL1975925 has held: "law firm was not disqualified from serving as counsel to multiple debtors in a jointly administrated Chapter 11 case merely because one debtor owed another debtor money and was thus and unsecured creditor of that the Ddebtor's separate Chapter 11 estate "… as … it was extremely likely that there would be no distribution on these actual inter-debtor claims, no "actual conflict" of interest existed. The court further went on to say that a factual analysis should be made to determine whether an actual conflict exists such as will preclude an attorneys employment. For the foregoing reasons Nehmad Perrillo respectfully submitted that there is no actual or potential conflict of interest and the application for retention should be granted. Scott H. Marcus, a partner at Nehmad Perrillo, 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. Nehmad Perrillo can be reached at: Scott H. Marcus, Esq. NEHMAD PERRILLO DAVIS & GOLDSTEIN 4030 Ocean Heights Avenue Egg Harbor Township, NJ 08234 Tel: (609) 927-1177 About Blackwood Redevelopment Blackwood Redevelopment Co. Inc., based in Blackwood, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-15937) on March 25, 2019. In the petition signed by Daniel Riiff, president, the Debtor disclosed $1,400,000 in assets and $4,342,768 in liabilities. Scott H. Marcus, Esq., at Nehmad Perrillo Davis & Goldstein, PC, serves as bankruptcy counsel to the Debtor. BRIGHT MOUNTAIN: Reports $784,000 Net Loss for First Quarter ------------------------------------------------------------ Bright Mountain Media, Inc., has filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common shareholders of $784,433 on $1.08 million of advertising revenue for the three months ended March 31, 2019, compared to a net loss attributable to common shareholders of $964,013 on $683,058 of advertising revenue for the three months ended March 31, 2018. As of March 31, 2019, Bright Mountain had $5.39 million in total assets, $1.88 million in total liabilities, and $3.51 million in total shareholders' equity. During the three months ended March 31, 2019, the Company used cash primarily to fund its net loss of $710,262 for the period, decrease in prepaid expenses and services/consulting agreements of $122,500 for the period offset by a increase in accounts receivable of $375,927 EBITA and $360,391 of accounts payable offset by a decrease in accrued expenses of $26,538. During the three months ended March 2018, the Company used cash primarily to fund its net loss of $949,250 for the period as well as a decrease in prepaid expenses and other current assets of a $26,191, offset by lower accounts payable of $360,391. The increases in net cash used in investing activities in 2019 is attributable to $8,000 paid for the acquisition in 2019 of a Facebook page. Bright Mountain said, "As we continue our efforts to grow our business, we expect that our monthly cash operating overhead will continue to increase as we add personnel, although at a lesser rate, and we are not able at this time to quantify the amount of this expected increase. In the first quarter of 2019 we implemented policies and procedures around cash collections to prevent the aging of accounts receivables that was experienced in 2018. Cash collection efforts have been successful, and we feel that we have appropriately reserved for uncollectible amounts at March 31, 2019. "We do not have any commitments for capital expenditures. During the fourth quarter of 2018 we loaned Kubient, Inc. $75,000 under the terms of a promissory note. The promissory notes payable in the aggregate amount of $165,162 to three members of DEM as partial consideration in our acquisition of that entity, which became due in September 2018, and has not been paid pending the settlement of, or conclusion of, the litigation." A full-text copy of the Form 10-Q is available for free at: https://is.gd/duCJB5 About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company whose primary focus is 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 Letter of Intent to Acquire S&W Media ------------------------------------------------------------ Bright Mountain Media, Inc., entered into a non-binding letter of intent on April 21, 2019, to acquire Slutzky & Winsham Ltd. d/b/a/ S&W Media Group in a cash and stock transaction. Based in Tel Aviv, S&W Media Group is a global, cross-screen video content delivery and monetization platform. S&W enables content owners and media properties alike with the ability to deliver precision based targeted content and advertising with proprietary machine learning data. S&W brings efficiency and value to media owners by enabling them to quickly build and grow their business across all screens around the world. S&W is a trusted and transparent platform verified by white ops, pixelate and powering the most premium direct and programmatic dollars across the globe and at scale. The closing of the transaction is subject to a number of conditions precedent, including satisfactory due diligence by the Company and the execution of definitive agreements, including employment agreements with the principal officers and directors of S&W Media. The purchase price for the transaction is $750,000 cash and up to 13,000,000 shares of the Company's common stock of which 7,000,000 shares are payable at closing. The balance of 6,000,000 shares are payable over three years upon achieving certain forecasts, including the following: (i) For 2019 - Revenues of $12,430,919 and EBIDTA of $715,193; (ii) For 2020 - Revenues of $18,192,454 and EBIDTA of $1,932,283; and (iii) For 2021 - Revenues of $19,404,498 and EBIDTA of $2,010,293. Kip Speyer, chairman and CEO of Bright Mountain Media, said, "Recognizing the global presence of S&W Media and its young, creative and aggressive leadership makes this acquisition, if consummated, a major game changer for us. We believe that a global presence with offices in Israel will permit us to accelerate our growth worldwide." Together with the acquisition of Inform, Inc., if consummated, as previously reported, Mr. Speyer further stated, "We believe that the consolidation of our businesses will permit us to grow exponentially." "Today's announcement with Bright Mountain is very exciting for us. We believe that the combination of our companies will facilitate our ability to take advantage of global opportunities and grow our combined company internally as well as with strategic acquisitions," said Messrs. Slutzky and Winsham. The LOI is non-binding and there are no assurances that Bright Mountain Media consummate the proposed acquisition of S&W Media Stockholders and investors should not place undue reliance on the LOI. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company whose primary focus is 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 March 31, 2019, Bright Mountain had $5.39 million in total assets, $1.88 million in total liabilities, and $3.51 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. CARMEL MEDICAL: Seeks to Hire Hester Baker as Counsel ----------------------------------------------------- Carmel Medical Office Building, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Hester Baker Krebs LLC, as counsel to the Debtor. Carmel Medical requires Hester Baker to: a. take necessary or appropriate actions to protect and preserve the Debtor's estates, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor, as debtor in possession, necessary or appropriate motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtor's estate; c. provide advice, representation, and preparation of necessary documentation and pleadings regarding debt restructuring, statutory bankruptcy issues, post-petition financing, real estate, business and commercial litigation, tax, and, as applicable, asset dispositions; d. counsel the Debtor with regard to its rights and obligations as debtor-in-possession, and its powers and duties in the continued management and operations of its business and properties; e. take necessary or appropriate actions in connection with a plan or plans 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 Debtor's' estate; and f. act as general bankruptcy counsel for the Debtor and performing all other necessary or appropriate legal services in connection with the Chapter 11 case. Hester Baker will be paid at these hourly rates: Members $425 Associates $300 Paralegals $165 Hester Baker will be paid a retainer in the amount of 20,000. Hester Baker will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey M. Hester, partner of Hester Baker Krebs 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. Hester Baker can be reached at: Jeffrey M. Hester, Esq. HESTER BAKER KREBS LLC One Indiana Square, Suite 1600 Indianapolis, IN 46204 Telephone: (317) 608-1129 Facsimile: (317) 833-3031 E-mail: jhester@hbkfirm.com About Carmel Medical Office Building Carmel Medical Office Building, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 10601 North Meridian Street Indianapolis, IN 46260 having a current value of $5.3 million (based on offer received in 2019). Carmel Medical Office Building, based in Carmel, IN, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 19-03536) on May 15, 2019. In the petition signed by Zakir H. Khan, president, the Debtor disclosed $6,125,000 in assets and $6,667,625 in liabilities. The Hon. James M. Carr oversees the case. Jeffrey M. Hester, partner of Hester Baker Krebs LLC, serves as bankruptcy counsel to the Debtor. CBAK ENERGY: Asia EVK Has 12.9% Stake as of May 22 -------------------------------------------------- Asia EVK New Energy Auto Limited, Mu Li, and Wei Qi disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 22, 2019, they beneficially own 4,782,163 shares of common stock of CBAK Energy Technology, Inc., which constitutes 12.94 percent based on 36,951,423 shares of the Company's Common Stock which are deemed outstanding. The 4,782,163 Shares are directly owned by Asia EVK. Mu Li is the sole director and owns 50% of Asia EVK. Wei Qi owns the remaining 50% of Asia EVK. As a result of these relationships, each of Mu Li and Wei Qi may be deemed to be an indirect beneficial owner of the shares of Common Stock held directly by Asia EVK. Each of Mu Li and Wei Qi disclaims beneficial ownership in such shares, except to the extent of his pecuniary interest. A full-text copy of the regulatory filing is available for free at: https://is.gd/aLxyBX 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 March 31, 2019, CBAK Energy had $123.24 million in total assets, $120.28 million in total liabilities, and $2.95 million 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. CENTERSTONE LINEN: Seeks to Hire Bonadio & Co. as Accountant ------------------------------------------------------------ Centerstone Linen Services, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Bonadio & Co., LLP, as accountant to the Debtors. Centerstone Linen requires Bonadio & Co. to: a. prepare a consolidated 2018 federal tax return for the Debtors with supporting schedules; b. prepare the 2018 state income tax returns for New York, Pennsylvania, Georgia, South Carolina and Tennessee with supporting schedules; c. prepare any bookkeeping entries that Bonadio finds necessary in connection with the preparation of the income tax returns; d. prepare and post any adjusting entries; e. perform a December 31, 2018 audit of the financial statements of the 401(k) Retirement Plan; and f. prepare a Form 5500 for filing. Bonadio & Co. will be paid a flat fee of $30,000 to prepare the 2018 federal and state income tax returns. The Debtors have paid Bonadio & Co. $15,000 in connection with the tax return engagement. The $10,500 fee in connection with the audit of the 401(k) plan and the preparation of the Form 5500 will be paid from the pension plan assets, and not the Debtors' estates. Bonadio & Co. provided accounting services to the Debtors prior to the Petition Date and holds a claim against the Centerstone estate in the amount of $37,600. The firm has agreed to waive the outstanding amount of pre-petition fees in connection with the post-petition engagement. Bonadio & Co. will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Kriner, partner of Bonadio & Co., LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bonadio & Co. can be reached at: Robert Kriner BONADIO & CO., LLP 100 Riley Street East Aurora, NY 14052 Telephone: (716) 250-7842 Facsimile: (716) 800-2409 E-mail: rkriner@bonadio.com About Centerstone Linen Services Atlas Health Care Linen Services Co., LLC, Alliance Laundry & Textile Service, LLC and two other entities, all doing business as Clarus Linen Systems -- http://www.claruslinens.com/-- provide linen rental and commercial laundry services to the healthcare industry, primarily supplying scrubs, sheets, towels, blankets, patient apparel and other linen products to hospitals and healthcare clinics via long-term contacts. Atlas Health and Alliance Laundry operate five production facilities in three states (Atlas operates two facilities in New York and Alliance operates two facilities in Georgia and one in South Carolina) that provide daily pick-ups and deliveries to their customers. Centerstone Linen Services, LLC, is the corporate parent of four subsidiary corporations and provides back-office and administrative support to them. Centerstone Linen Services and its four subsidiaries (Bankr. N.D.N.Y. Lead Case No. 18-31754) in Syracuse, New York on Dec. 19, 2018. Atlas Health estimated $10 million to $50 million in assets and liabilities of the same range as of the bankruptcy filing. Centerstone Linen estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Bond, Schoeneck & King, PLLC, is the Debtor's counsel. CENTRAL MOTORCYCLE: Court Denies Ch. 11 Trustee Appointment Bid --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas issued an Order denying the motion of William Harding seeking of an order appointing a Chapter 11 trustee for Central Motorcycle Roadracing Association, Inc. The request for Ch. 11 trustee appointment was filed on March 1, 2019. However, the Court denied the motion having found that insufficient action has been taken to obtain the relief sought. The Order was entered without prejudice to refiling. About Central Motorcycle Roadracing Association Inc. Central Motorcycle Roadracing Association, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-40594) on February 8, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $50,000. The case is assigned to Judge Edward L. Morris. Areya Holder Aurzada, Esq., at Holder Law, is the Debtor's bankruptcy counsel. CIFGO INC: Transportation Alliance Objects to Disclosure Statement ------------------------------------------------------------------ Creditor Transportation Alliance Bank, Inc., d/b/a TAB Bank, opposes to approval of Cifgo, Inc.'s Disclosure Statement in support of the Plan of Reorganization. TAB Bank points out that the Disclosure Statement does not sufficiently disclose the terms of management agreement with Success Freight, Inc., that will supposedly fund the Plan through a monthly “flat fee” of $6,170.00 paid by Success to the Debtor. According to TAB Bank, if Success is obligated to pay the Debtor a monthly flat fee of $6,170.00, and Success has been managing the Debtor’s operations since at least the start of this case, the monthly fee should have been reflected in the Debtor’s operating reports. TAB Bank complains that the Debtor’s monthly operating reports raise questions as to the Debtor’s ability to meet its obligations under the proposed Plan TAB Bank asserts that nothing in the Disclosure Statement or Plan provides for the rights of secured creditors, such as TAB, in the event that the Debtor defaults under the terms of the Plan. Attorneys for Transportation Alliance Bank, Inc.: Manuel Farach, Esq. Daniel Halperin, Esq. McGLINCHEY STAFFORD 1 East Broward Boulevard, Suite 1400 Fort Lauderdale, FL 33301 Tel:(954) 356-2507 Fax:(954) 333-3847 Email: mfarach@mcglinchey.com dhalperin@mcglinchey.com About CIFGO, Inc. Based in Miramar, Florida, CIFGO, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-1908) on July 27, 2018, listing less than $1 million in both assets and liabilities. Guillermo A. Blanco, president signed the Petition. Mary Jo Rivero, P.A., led by principal Mary Jo Rivero, Esq., serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Debtor's case. CLASS WAR: Court Approves Appointment of J. Finlayson as Examiner ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California has approved the appointment of Jesse S. Finlayson as Chapter 11 Examiner in the bankruptcy cases of Jesse Wayne Dawber and Class War, Inc. Based in Newport Beach, California, Class War, Inc., aka Lurking Class by Sketchy Tank, aka Sketchy Tank -- http://www.classwarinc.com/-- a merchant wholesaler of men's and women's clothing, filed a voluntary Chapter 11 Petition (Bankr. S.D. Calif. Case No. 19-00293) on January 24, 2019. Class War is represented by Michael D. Breslauer, Esq., at Solomon Ward Seidenwurm & Smith, LLP, in San Diego, California. At the time of filing, Class War had total assets of $377,615 and total liabilities of $6,748,551. Jesse Wayne Dawber filed a voluntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-06044) on October 8, 2018, and is represented by Douglas Flahaut, Esq., in Arent Fox LLP. The bankruptcy cases are jointly administered. CLEAR THE AIR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Clear the Air, LLC 133 N Friendswood Dr #349 Friendswood, TX 77546 Business Description: Clear the Air, LLC is a privately held residential and commercial HVAC company in Friendswood, Texas. Chapter 11 Petition Date: May 29, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-32939 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Gary F. Cerasuolo, Esq. SMITH & CERASUOLO, LLP 7500 San Felipe, Ste 777 Houston, TX 77063 Tel: 713-787-0003 Fax: 713-782-6785 E-mail: gary.cerasuolo@sbcglobal.net Total Assets: $54,315 Total Liabilities: $2,501,091 The petition was signed by Jason Stom, 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/txsb19-32939.pdf CNG HOLDINGS: Moody's Hikes CFR to B3 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service has upgraded CNG Holdings, Inc.'s corporate family and senior secured ratings to B3 from Caa2. In the same rating action, Moody's has upgraded to B3 from Caa2 the rating of CNG's anticipated $310 million 5-year senior secured notes. The rating action follows the completion of the new debt issuance that the company announced on May 14, 2019 and concludes the review for upgrade that Moody's announced on the same day. The outlook on CNG is stable. Upgrades: Issuer: CNG Holdings, Inc. -- Corporate Family Rating, Upgraded to B3 from Caa2 -- Senior Secured Regular Bond/Debenture, Upgraded to B3 from Caa2 Outlook Actions: Issuer: CNG Holdings, Inc. -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The upgrade of CNG's ratings to B3 from Caa2 follows the completion of the new debt issuance that the company announced on 14 May 2019, which in Moody's view has reduced refinancing risk through the extension of maturities of its debt obligations with the issuance of new senior secured notes maturing in 2024. The company plans to use the proceeds from the note issuance to redeem $326 million in senior secured notes due in 2020. The stable ratings outlook reflects Moody's expectation that CNG will maintain its solid profitability and continue its transition to installment loans from payday loans, over the next 12-18 months. CNG's B3 ratings also reflect the company's strong profitability of its core financial services business, yet weak capitalization, which remains a rating constraint given the risk it presents to the company's continued transition to underwriting-based installment lending. As with all payday lenders, CNG faces a high regulatory risk in the sector; however, the company's lower reliance on payday loans compared to peers partially mitigates this concern, in Moody's view. WHAT COULD CHANGE THE RATINGS UP/DOWN The ratings could be upgraded if CNG increases its capital level, providing additional protection to its creditors from unexpected losses. CNG's ratings could be downgraded if the company's profitability and leverage meaningfully deteriorate, or if the company pursues aggressive capital distributions. The ratings could also be downgraded in the event of an adverse regulatory development, which would have a significant adverse impact on the company's operations and financial performance. CNO FINANCIAL: S&P Rates New Sr. Unsecured Debt 'BB+' ----------------------------------------------------- S&P Global Ratings said that it has assigned its 'BB+' debt rating to CNO Financial Group Inc.'s (NYSE: CNO) proposed senior unsecured note issuance. These notes will be unsecured and unsubordinated obligations and will rank pari passu with existing senior indebtedness. S&P expects the company to use the proceeds from this issuance to repay its revolver balance of approximately $100 million and refinance its 2020 senior unsecured maturities, with any balance to be used for general corporate purposes, resulting in limited impact on S&P's financial leverage and fixed-charge coverage expectations. S&P expects CNO to maintain financial leverage around 25% and fixed-charge coverage above 12x in 2019 and 2020. For first-quarter 2019, CNO reported net operating income of $65.8 million as compared to $73.9 million for the same period a year earlier, with the difference being largely related to earnings from its recently disposed long-term care business. In third-quarter 2018, CNO completed a long-term care reinsurance transaction with Wilton Reassurance Co. whereby it ceded all of its legacy (prior to 2003) comprehensive and nursing home long-term care policies (with statutory reserves of $2.7 billion) through 100% indemnity co-insurance. This transaction significantly reduced the company's exposure to long-term care insurance risk. Excluding significant items and earnings on the long-term care ceded block, net operating earnings are relatively stable in comparable quarters. "Our ratings on CNO and its subsidiaries reflect the group's upper adequate capital per our risk-based capital (RBC) model, adequate financial flexibility, and moderate risk position based on a diversified investment portfolio. We consider its enterprise risk management to be adequate with adequate risk controls and strategic plans," S&P said. "We view CNO's business risk profile as strong based on our view of its competitive position." The group, through its subsidiaries, develops, markets, and administers annuities, as well as life and health insurance products focused on the U.S. senior and middle-income markets. RATINGS LIST CNO Financial Group Inc. Issuer Credit Rating BB+/Positive/-- New Rating CNO Financial Group Inc. $425 Mil Senior Unsecured Notes BB+ CONEX EQUIPMENT: Trench Tech Objects to Disclosure Statement ------------------------------------------------------------ Trench Tech International, Inc., objects to the Disclosure Statement explaining Conex Equipment Manufacturing LLC, et al.'s Chapter 11 Plan. Trench Tech points out that the inclusion of the representation and warranty that the Debtors have not violated the Permanent Injunction (as extended) from the date the Debtors' (and Lennard) filed their respective bankruptcy cases through the effective date of the Debtors' plan is the type of "adequate information" required to be disclosed in the Debtors’ disclosure statement and in the proposed plan sponsored by the Debtors. Counsel for Trench Tech International, Inc.: H. Brandon Jones, Esq. Clay M. Taylor, Esq. Bonds Ellis Eppich Schafer Jones LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Tel: (817) 405-6900 Email: clay.taylor@bondsellis.com About Conex Equipment Manufacturing Conex Equipment Manufacturing LLC, C.R.P. Machine and Welding Inc. and their owners Ronald Lynn and Cathy Lea Perdue sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 18-43727, 18-43729 and 18-43731) on Sept. 24, 2018. At the time of the filing, Conex estimated assets of less than $100,000 and liabilities of less than $100,000. C.R.P. Machine estimated less than $500,000 in assets and less than $1 million in liabilities. CONSIS INTERNATIONAL: Dismissal, Ch. 11 Trustee Sought Due to Fraud ------------------------------------------------------------------- La Boliviana Ciacruz Seguros Y Reaseguros S.A. and La Bolivana Ciacruz Seguros Personales S.A., Creditors of Consis International LLC, requested the U.S. Bankruptcy Court for the Southern District of Florida to dismiss the Chapter 11 case of the Debtor or, alternatively, appoint a Chapter 11 trustee or an examiner for the Debtor. As provided in the motion, La Boliviana’s treatment through the Debtor’s filings- in which La Boliviana would receive nothing despite holding the single largest claim against the Debtor by some margin, is absurd and should not be condoned by the Court. In this case, the Creditors noted that the Debtor has failed to provide any requested contracts that would show potential revenue for the Debtor. The motion further disclosed that the Debtor has failed to provide any underlying evidence to justify hundreds of thousands of dollars in transfers and expenses, particularly to entities wholly owned by the same three individuals as the Debtor. The Creditors believe that such Debtor's actions would cause for dismissal. Further, the Creditors suggested that if the case is not dismissed, it would be in the best interest of the creditors that a trustee should be appointed by the Court, as there are indicia of fraud, dishonesty, incompetence, or gross mismanagement of the affairs of the Debtor by current management. At a minimum, if the matter is not dismissed, the Creditor sought for further investigation that should be conducted by an examiner to be appointed by the Court. The Creditors are represented by: Allen P. Pegg, Esq. HOGAN LOVELLS US LLP 600 Brickell Avenue Miami, FL 33131 Tel: (305) 459-6500 Fax: (305) 459-6550 Email: allen.pegg@hoganlovells.com About Consis International Consis International LLC -- https://www.consisint.com/ -- provides computer systems design and related services. It was founded in August 1987 in Caracas, Venezuela. Consis International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-22233) on Oct. 2, 2018. In the petition signed by Oscar Carrera, manager, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge John K. Olson presides over the case. Weiss Serota Helfman Cole & Bierman, P.L., is the Debtor's legal counsel. CROWNROCK LP: Moody's Raises CFR to B1, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded CrownRock, L.P.'s Corporate Family Rating (CFR) to B1 from B2, Probability of Default rating to B1-PD from B2-PD and ratings of senior unsecured notes to B2 from B3. The outlook remains stable. "CrownRock's ratings upgrade reflects the company's growing production and reserves while maintaining its favorable cost structure and capital efficiency. CrownRock has taken advantage of its productive Midland Basin acreage to steadily grow its size and scale," said Arvinder Saluja, Moody's Vice President. "Although CrownRock is projected to outspend its cash flow through 2020, the company's good liquidity contributes to the stable outlook." Upgrades: Issuer: CrownRock, L.P. -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Corporate Family Rating, Upgraded to B1 from B2 -- Senior Unsecured Notes, Upgraded to B2 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: CrownRock, L.P. -- Outlook, Remains Stable RATINGS RATIONALE CrownRock's B1 Corporate Family Rating (CFR) reflects its improving scale, large percentage of oil production, Moody's expectation of continued margin improvement, and management's track record of growing reserves and production in the Permian Basin. CrownRock's good operating performance in a volatile commodity price environment also supports its profile. Increasing horizontal activity coupled with some vertical activity implies a lower operating risk profile versus similarly rated peers. CrownRock has a high concentration in the Permian, accounting for nearly all its proved reserves and its PV-10 value. CrownRock's profile also considers its private equity ownership and negative free cash flow generation for the next two years. CrownRock has good liquidity. CrownRock had $54 million of cash and $560 million available under its $600 million credit facility, as of March 31, 2019. The credit facility has a borrowing base of $850 million and matures in February 2024. The revolver contains two financial covenants: total debt / EBITDAX of no more than 4.0x and a current ratio of not less than 1.0x. CrownRock was in compliance with these covenants as of March 31, 2019, and Moody's expects it to be compliant through 2019. Substantially all of CrownRock's assets are pledged as security under the credit facility which limits the extent to which asset sales could provide a source of additional liquidity if needed. The senior notes rated B2 are unsecured and therefore subordinated to the senior secured credit facility's potential priority claim to the company's assets. The size of the potential senior secured claims relative to the unsecured notes outstanding results in the senior notes being notched below the B1 CFR. The stable outlook reflects Moody's expectation that Crownrock will continue growing production and maintaining strong leverage and cash flow metrics. The rating could be upgraded if production were to reach 80,000 boe/d and retained cash flow to debt is sustained above 40%. The rating could be downgraded if retained cash flow to debt falls below 20% or debt to average daily production exceeds $30,000. CrownRock, L.P. (CrownRock) is an independent exploration and production (E&P) company whose core area is in the Permian Basin of West Texas. CVR REFINING: S&P Affirms BB- Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' long-term issuer credit rating on CVR Refining L.P.'s (CVRR) and its 'BB-' issue-level rating on the partnership's senior unsecured notes. "The affirmation reflects our belief that CVR Refining's financial performance will remain strong on its steady crack spreads and high refining margins as well as a substantial reduction in its spending on RINs to comply with the renewable fuel standard. Overall, we forecast that the company's S&P Global-adjusted debt to EBTIDA will be in the 1x area," the rating agency said, adding that its ratings on CVR Refining continue to be limited by its view of the company's parent's (CVR Energy Inc.) credit quality. Although CVR Refining represents about 90% of its parent's total EBITDA, CVR Energy's consolidated leverage is in the 1.5x-2x range (incorporating CVR Partners L.P., which has individual leverage of more than 6x) and it has limited scale and diversity when compared with its peers in the petroleum or chemicals industries, according to S&P. The stable outlook on CVR Refining reflects S&P's expectation that the company's financial performance will remain strong over the next 12 months, during which the rating agency projects it will maintain refining margins the $13.50-$14.50 per barrel range. S&P also expects the company to sustain gross debt to EBITDA in the 1x area and high levels of liquidity. S&P's current ratings on the company is also supported by its view of CVR Energy's credit quality. "Because we view CVR Refining's limited scale and asset diversity as constraining its credit profile, improved credit metrics alone would not be sufficient to support an upgrade. However, we could raise our ratings on the company if its group (CVR Energy) substantially diversifies its asset base while maintaining leverage of 2x-3x," S&P said. "We could lower our rating on CVRR if we forecast its stand-alone leverage will consistently remain above 3.5x. This could occur because of weak refining margins, which are subject to commodity price movements and the associated volatility over time or persistently lower throughput due to unforeseen operational challenges," S&P said, adding that it could lower the rating if its view of CVR Energy's credit quality deteriorates, which could occur if it significantly increases consolidated leverage. DFC HOLDINGS: Seeks to Hire Platinum Group as Realtor ----------------------------------------------------- DFC Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire a realtor. In an application filed in court, the Debtor proposes to employ Platinum Group to assist in the sale of its real property and pay the firm a commission of 6 percent of the purchase price. Brady Reed, a real estate agent employed with Platinum Group, disclosed in court filings that his firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. Platinum Group can be reached through: Brady Reed Platinum Group 116 E. 11th Street Hays Kansas 67601 Email: brady@platinumgrouphays.com Phone: +1 (785) 299-0190 /+1 (785) 621-4663 About DFC Holdings Inc. DFC Holdings, Inc., is a luxury furniture and textile design firm headquartered in Plainville, Kan. It provides lighting, wall coverings, drapery, hardware, leather, trims, and accessories. Its brands include Dessin Fournir, Gerald, Palmer Hargrave, Fritsch, ClassicCloth, Rose Cumming, Therien, Quatrain, Kenneth Meyer, and Erika Brunson. C.S. Post Inc., an affiliate of DFC Holdings, operates a general store that sells, among others, fresh flowers, linen cocktail napkins, vintage tables and lamps. DFC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kans. Case Nos. 19-10541 to 19-10552) on April 8, 2019. At the time of the filing, DFC Holdings disclosed $66,471 in assets and $9,480,598 in liabilities. The cases Are assigned to Judge Robert E. Nugent. Hinkle Law Firm LLC is the Debtors' counsel. DIRECTVIEW HOLDINGS: Signs 10-Year Lease For New Facility --------------------------------------------------------- DirectView Holdings, Inc., has signed a 10-year lease to occupy 7,870 square feet of space in "The Tech Center of Greenville," to build out a new, state-of-the-art mutlipurpose facility. Located on Greenville Avenue in the North Dallas area of Allen, Texas, The Tech Center contains three high quality office/flex buildings that are well positioned in the growing Allen business park in North Dallas. DirectView is initially occupying 7,870 square feet for offices, a call center for technical support and sales, a training center, and warehouse space for inventory and shipping, with plans to lease more space in the future. Since each space is built out per tenant request, DirectView had the opportunity to negotiate tenant improvements consisting of nearly $355,000 to build out the interior of the location. As part of the agreement, Directview has received 4 free months of rent under the 10-year lease, and DirectView anticipates moving to the location on or before Sept. 1, 2019. DirectView's investment in a new multipurpose facility is anticipated to streamline its business operations and allow more room for further growth. The move comes on the heels of DirectView recording a record year of sales growth, and ApexCCTV.com, the Company's wholly-owned subsidiary, recently reporting an increase in orders and revenue of 172% and 185%, respectively. Future plans for the space include a state-of-the-art showroom where customers can view and operate DirectView's security, surveillance, and accesss control products. DirectView anticipates reserving further warehouse space to ensure product availability and order fulfilment space to ensure timely delivery of products. "We have just signed a 10-year lease for a new, state-of-the-art multipurpose facility that will streamline our operations and further our growth strategy," stated Roger Ralston, CEO and Chairman of DirectView Holdings. "The layout of the interior was strategically designed in a way that allows DirectView to ramp up its operations. The warehouse and shipping space will provide DirectView with a larger inventory of items in stock and will speed up the order fulfilment process, while the office space will be utilized in a way that provides superior sales, service, and technical support. The new facility will allow DirectView to reach the next milestone in growth, and I couldn't be more proud of our team and our subsidiaries on their accomplishments this year." About Directview Holdings DirectView Holdings, Inc., (DIRV) together with its subsidiaries, provides video surveillance solutions and teleconferencing products and services to businesses and organizations. Based in Boca Raton, Florida, the company operates in two divisions, Security (Video Surveillance) and Video Conferencing. The Security division offers technologies in surveillance systems providing onsite and remote video and audio surveillance, digital video recording, and services. It also sells and installs surveillance systems; and sells maintenance agreements. The company sells its products and services in the United States and internationally through direct sales force, referrals, and its websites. The Video Conferencing division offers teleconferencing products and services that enable clients to conduct remote meetings by linking participants in geographically dispersed locations. It is involved in the sale of conferencing services based upon usage, the sale and installation of video equipment, and the sale of maintenance agreements. This division primarily provides conferencing products and services to numerous organizations ranging from law firms, banks, high tech companies and government organizations. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com. Directview reported a net loss of $10.05 million for the year ended Dec. 31, 2018, compared to a net loss of $1.54 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $1.77 million in total assets, $23.14 million in total liabilities, and a total stockholders' deficit of $21.37 million. Assurance Dimensions, the Company's auditor since 2017, 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 had a net loss and cash used from operations of approximately $10,058,000 and $1,854,000, respectfully for the year ended of Dec. 31, 2018 and a working capital deficit of approximately $21,351,000 as of Dec. 31, 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DISTRIBUTION INTERNATIONAL: S&P Affirms 'CCC+' ICR -------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Distribution International Inc. The rating agency expects the company's cash flows will continue to improve in the next 12 months because of organic growth and a pending undisclosed acquisition to be funded by new equity and a $25 million add-on to the second-lien term loan, which will be extended to 2024. Meanwhile, S&P revised its ratings outlook to positive from stable to reflect the possibility of an upgrade subject to completion of the acquisition, a record of sustained cash flow growth, and interest coverage approaching 2x over the next 12 months. The positive outlook reflects S&P's view that it could upgrade the company in the next 12 months if DI integrates the acquisition and generates sustained levels of cash flows sufficient to cover its fixed charges. The outlook revision also incorporates the company's proposed refinancing which pushes maturities and improves liquidity by adding $10 million in commitment to the asset based lending (ABL) facility. The positive outlook reflects the possibility of an upgrade in the next 12 months contingent upon completion of the acquisition and the realization of DI's turnaround strategy in order demonstrate financial viability as indicated by its interest coverage approaching 2x. "We could raise the rating if company's internal growth initiatives and acquisition integration resulted in adjusted annual EBITDA greater than $55 million, leading to interest coverage approaching 2x on sustained basis. This scenario will be associated with positive FOCF," S&P said. "We could revise the outlook to stable if interest coverage approached 1x and adjusted EBITDA did not improve beyond $50 million. Under this scenario we expect material setback in the implementation of management's turnaround strategy or potential integration issues with the acquisition, including higher than expected integration costs," S&P said. EDGEMARC ENERGY: Hires Prime Clerk as Claims and Noticing Agent --------------------------------------------------------------- Edgemarc Energy Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as claims and noticing agent to the Debtors. Edgemarc Energy requires Prime Clerk 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 Debtors 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 Debtors' 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 Debtors or Court may deem necessary or appropriate for an orderly administration of the case; b. maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' 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 Debtors 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 Debtors, and (vii) any disposition of the claim; i. provide public access to the Claims Register, including complete proofs of claim with attachments, if any, without charge; j. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; k. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); l. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Kurtzman, not less than weekly; m. 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; n. 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; o. identify and correct any incomplete or incorrect addresses in any mailing or service lists; p. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a case website and call center; q. monitor the Court's docket in these chapter 11 cases and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; r. if the case is converted to Chapter 7, contact the Clerk's Office within three (3) days of the notice to Kurtzman of entry of the order converting the case; s. thirty (30) days prior to the close of the bankruptcy case, request the Debtors submits to the Court a proposed Order dismissing Kurtzman and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of the bankruptcy case; t. within seven (7) days of notice to Kurtzman 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 u. at the close of these chapter 11 cases, box and transport all original documents, in proper format, as provided by the Clerk's, to (i) the Federal Archives Record Administration, located at 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii) any other location requested by the Clerk Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $70-$165 Technology Consultant $35-$95 Analyst $30-$50 Prime Clerk will be paid a retainer in the amount of $50,000. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY10022 Tel: (212) 257-5450 E-mail: bsteele@primeclerk.com About Edgemarc Energy Holdings Headquartered in Canonsburg, Pennsylvania, EdgeMarc Energy Holdings, LLC -- http://www.edgemarcenergy.com/-- is a locally based natural gas exploration and production company headquartered in Canonsburg, Pennsylvania. It is engaged in the acquisition, production, exploration and development of natural gas and natural gas liquids from underground deposits in the Appalachian Basin. EdgeMarc Energy conducts its drilling and exploration activities in the "stacked" liquid-rich Marcellus shale in Pennsylvania and dry gas Utica shale in Ohio. EdgeMarc Energy and its 8 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11104) on May 15, 2019. EdgeMarc Energy estimated assets of $100 million to $500 million and liabilities of the same range as of the bankruptcy filing. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped LANDIS RATH & COBB LLP as counsel; DAVIS POLK & WARDWELL LLP as corporate counsel; EVERCORE PARTNERS as investment banker; OPPORTUNE LLC AND DACARBA LLC as financial advisor; and PRIME CLERK LLC as claims agent. EDGEMARC ENERGY: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------ Andrew Vara, acting U.S. trustee for Region 3, on May 29 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of EdgeMarc Energy Holdings, LLC and its affiliates. The committee members are: (1) BP Energy Company Attn: Andrea Kunkel, Esq. 201 Helios Way Houston, Texas 77079 Phone: 713-323-3735 Fax: 281-366-3491 (2) Texas Gas Transmission, LLC Attn: E. Adina Owen, Esq. 9 Greenway Plaza, Suite 2800 Houston, Texas 77046 Phone: 713-479-8030 Fax: 713-479-1730 (3) Markwest Liberty Bluestone, L.L.C. Attn: Christopher Rimkus, Esq. 1515 Arapahoe Street Tower 1, Suite 1600 Denver, CO 80202 Phone: 303-925-9205 Fax: 303-925-9308 (4) Castelli Oil & Gas Attn: Martin Castelli 1868 Lions Club Road New Alexandria, PA 15670 Phone: 724-668-8775, Ext. 6 Fax: 724-668-8862 (5) Baker Hughes Oilfield Operations LLC Attn: Kristin McLaurin, Esq. 2001 Rankin Road Houston, Texas 77073 Phone: 713-879-1033 Fax: 713-416-0149 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 EdgeMarc Headquartered in Canonsburg, Pennsylvania, EdgeMarc Energy Holdings, LLC -- http://www.edgemarcenergy.com/-- is a locally based natural gas exploration and production company headquartered in Canonsburg, Pennsylvania. It is engaged in the acquisition, production, exploration and development of natural gas and natural gas liquids from underground deposits in the Appalachian Basin. EdgeMarc Energy conducts its drilling and exploration activities in the "stacked" liquid-rich Marcellus shale in Pennsylvania and dry gas Utica shale in Ohio. EdgeMarc Energy and its 8 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11104) on May 15, 2019. EdgeMarc Energy estimated assets of $100 million to $500 million and liabilities of the same range as of the bankruptcy filing. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Landis Rath & Cobb LLP as counsel; Davis Polk & Wardwell LLP as corporate counsel; Evercore Partners as investment banker; Opportune LLC and Dacarba LLC as financial advisor; and Prime Clerk LLC as claims agent. EL CANO DEVELOPMENT: June 20 Hearing on Disclosure Statement ------------------------------------------------------------ A hearing on approval of disclosure statement of El Cano Development Inc. is scheduled for June 20, 2019 at 9:30 AM at the United States Bankruptcy Court, Southwestern Divisional Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto Rico. Objections to the form and content of the disclosure statement should be filed and served not less than fourteen (14) days prior to the hearing. About El Cano Development El Cano Development Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08122) on October 11, 2016. The petition was signed by Adrian J. Hilera Vidal, president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Modesto Bigas Law Office is the Debtor's bankruptcy counsel. EMPIRE GENERATING: Ares, Starwood Oppose Black Diamond Credit Bid ----------------------------------------------------------------- Minority lenders, namely units of investment funds Ares Management LP and Starwood Capital Group, have opposed a deal signed by Empire Generating Co, LLC, with sponsor Tyr Energy, LLC, and secured creditors Black Diamond Capital Management LLC and MJX Asset Management LLC for Black Diamond to acquire control of Empire Generating via a credit bid plus cash. The Debtors' business is financed under secured facilities, with $353,436,448 outstanding balance as of the Petition Date, under a Credit and Guaranty Agreement dated as of March 14, 2014, with the lenders from time to time party thereto, and Ankura Trust Company, LLC, as successor administrative agent. Prior to the bankruptcy filing, the Debtors negotiated with an ad hoc group of secured lenders prepackaged Chapter 11 plans that would equitize all or the vast majority of the credit facility. However, those efforts were unsuccessful, and in December 2018, certain of the ad hoc group's largest holders sold their interests in the credit facility. Once the debt trades settled, 55% of the credit facility was held by Black Diamond and MJX, and 34% was held by funds managed by Ares Capital. Immediately following the Chapter 11 filing, the Debtors and the majority lenders (Black Diamond and MJX) reached terms of a restructuring support agreement. The Debtors now seek to assume the RSA, whch provides for, among other things: (i) The sale of 100% of the membership interests in Empire Gen Holdings LLC in exchange for a credit bid by the Ankura of the entire outstanding balance of the credit facility plus certain cash consideration, subject to higher and better offers. (Black Diamond and MJX's ownership of a clear majority of the credit facility entitles them to direct Ankura the right to credit bid the credit facility in a sale of the collateral); and (ii) The confirmation and consummation by each of the Loan Party Debtors of reorganizing Chapter 11 plans that pay all of the Debtors' allowed claims in cash in full on the earlier of the effective date of the Plans or the allowance date for such claims. Ares has stated its opposition to the credit bid by the consenting lenders and made an alternative offer to purchase the assets of Empire Generating in exchange for (i) $37.8 million in cash and (ii) 89.75% of the equity in the acquisition vehicle. But the Debtor concluded that Ares' offer was neither higher nor better than Black Diamond's bid. The Debtors expressly encouraged Ares to submit an all cash offer, but no such offer has been forthcoming from Ares. Objection to RSA This week, on May 28, 2019, the Minority Lenders submitted with the Court an objection to the proposed assumption of the RSA. "The RSA and Sale Motion are fatally flawed and should not be approved. The Debtors, Tyr, and Black Diamond are all too happy to avail themselves of the benefits of chapter 11. But none of these parties has been willing to do the hard work of compromise that is the price of obtaining these benefits. Instead, they have arranged a scheme to skirt the requirements of Section 1129 by styling an unconfirmable plan as a sale of stock by a non-recourse holding company under Section 363 of the Bankruptcy Code and then coupling that sale with an artificially-inflated credit bid made for no other purpose than to snuff out the rights of the Minority Lenders. Their process to date has bred contempt, not consensus," lawyers for Ares and Starwood said in court filings. "To achieve their scheme, the Debtors, Tyr, and Black Diamond each promised the other significant value. The selling Debtor entity, TTK Empire, will get releases for itself and, more importantly, for the Sponsors, thanks to the sole vote by and self-dealing of Mr. Garrick Venteicher -- himself a Tyr officer and a released party in his own right. Sponsor Tyr Energy also gets a post-sale asset management deal for its affiliate worth between $267,000 to $436,000 per month. In exchange, Black Diamond gets absolute power over the governance terms of the acquiring entity, an uncompetitive sale process, and the ability to entirely evade a plan vote. All of this was arranged in secrecy (and thus there may be other considerations that come to light with the benefit of full discovery) and is now proposed to be accomplished in haste. This is not what chapter 11 is about." The Minority Lenders also indicated that they will submit a competing offer should a credit bid of the entire credit facility is prohibited. "There are multiple alternative forms of relief this Court could fashion to allow the process to go forward in a more fair and transparent manner. For instance, the Court could prohibit the credit bid and allow the Debtors to proceed with an all cash auction. In fact, the Minority Lenders have been working on an all cash bid to propose should such relief be granted. Alternatively, the Court could allow each lender to credit bid its own claims. Finally, the Court could instruct the parties to negotiate acceptable governance terms, which would allow for a smooth transition of ownership and improve the chances that the necessary regulatory approvals will be obtained. " RSA Timeline The RSA contemplates a specific timeline for the prosecution and resolution of the Chapter 11 cases, embodied in these milestones: * The Bankruptcy Court shall have held a hearing to consider certain of the First Day Pleadings, including without limitation to consider approval of the Cash Collateral Motion on an interim basis, on or before May 21, 2019 and the Debtors shall have used all reasonable efforts to obtain approval of the Bid Procedures Order at the First Day Hearing; * At the First Day Hearing, the Bankruptcy Court will have authorized the Debtors' use of cash collateral on an interim basis; * On or before May 31, 2019, the Debtors shall have filed their Schedules; * On or before June 3, 2019, the Bankruptcy Court shall have entered the Bid Procedures Order, which Bid Procedures Order will set a deadline for submission of bids of no later than July 3, 2019; * On or before June 14, 2019, the Bankruptcy Court shall have entered a final order in respect of the First Day Pleadings authorizing the continued use of the Debtors' cash management system and prohibiting the Debtors' utility providers from discontinuing service; * On or before June 14, 2019, the Bankruptcy Court shall have entered the Final Cash Collateral Order and the RSA Assumption Order; * On or before June 19, 2019, the Company shall have filed the Plan Supplement; * The Bankruptcy Court shall enter an order establishing a Sale Objection Deadline of no later than June 26, 2019; * The Bankruptcy Court shall enter an order establishing the Plan Objection Deadline of no later than June 26, 2019; * On or before July 8, 2019, the Company shall have held the Auction (if necessary); * One business day following the conclusion of the Auction (if necessary), the Debtors will file with the Bankruptcy Court a notice identifying the successful bidder; * On or before July 18, 2019, the Bankruptcy Court shall have entered the Confirmation Order and the Sale Order; * The Bankruptcy Court shall enter an order establishing a general claims bar date of no later than July 8, 2019; * On or before August 30, 2019, closing of the Sale and the Plan Effective Date shall have occurred; and * The administrative claims bar date shall be fixed by the Plan as the date which is 30 days after the Effective Date. Counsel to Ares entities ASSF IV AIV B Holdings III, L.P. and AEIF Trade, LLC: Brian E. Schartz,P.C. James H.M. Sprayregen, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue, New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and – Anup Sathy, P.C. Stephen C. Hackney, P.C. Alexandra Schwarzman KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to Starwood entities SPT Infrastructure Finance Sub-1, LLC and SPT Infrastructure Finance Sub-2, Ltd: Steven M. Abramowitz Marisa Antos-Fallon VINSON & ELKINS LLP 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Telephone: (212) 237-0000 Facsimile: (212) 237-0100 Ankura's attorneys: DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Attention: Darren S. Klein Benjamin M. Schak E-mail:Darren.Klein@DavisPolk.com Benjamin.Schak@DavisPolk.com Black Diamond's attorneys: SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Drive Chicago, IL 60606 Attention: Kimberly A. deBeers E-mail: Kimberly.debeers@skadden.com About Empire Generating Empire Generating Co LLC engages in the generation and sale of natural gas fired electricity in New York. It owns and operates a power plant in Rensselaer, New York. Empire Generating is ultimately owned by non-debtor TTK Power, LLC, which in turn is indirectly owned by three sponsors: Tyr TTK Power, LLC ("Tyr"), KPIC USA, LLC ("Kansai") and TG TTK Power, LLC Empire Generating Co, LLC, Empire Gen Holdco, LLC, Empire Gen Holdings, LLC, and TTK Empire Power, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-23007) on May 19, 2019. Empire Generating estimated assets and liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtors tapped HUNTON ANDREWS KURTH LLP and STEINHILBER SWANSON LLP as counsel; RPA ADVISORS as financial advisor and OMNI MANAGEMENT GROUP, INC. as claims agent. EMPIRE GENERATING: Moody's Withdraws Caa3 CFR on Bankruptcy Filing ------------------------------------------------------------------ Moody's Investors Service has withdrawn the Caa3 ratings assigned to Empire Generating Co, LLC's (Empire) senior secured credit facilities which consist of an outstanding $303 million 7-year senior secured Term Loan B due March 2021 and a $30 million 7-year Term Loan C (used to fund the debt service reserve account and L/Cs) due March 2021, following Empire's voluntary petition filing for Chapter 11 under the US Bankruptcy Court for the Southern District of New York on May 19, 2019. RATINGS RATIONALE The rating was withdrawn because Empire filed a voluntary petition and a plan of reorganization under Chapter 11 of the bankruptcy code in the U.S. Bankruptcy Court for the Southern District of New York on May 19, 2019. Moody's had last downgraded Empire's rating on May 22, 2018 to Caa3 from Caa2 owing to the project entering a forbearance agreement. Empire's rating outlook remained negative. Empire is the owner of a 635 net megawatt combined cycle, natural gas-fired power plant in Rensselaer, New York that began commercial operations in September 2010. ENVESTR CAPITAL: Seeks to Hire David P. Lloyd as Counsel -------------------------------------------------------- Envestr Capital, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ David P. Lloyd, Ltd., as counsel to the Debtor. Envestr Capital requires David P. Lloyd to: a. represent the Debtor in matters concerning negotiation with creditors; b. prepare a plan and disclosure statement, examine and resolve claims filed against the estate; and c. prepare and prosecute of adversary matters, and otherwise to represent the Debtor in matters before the Court. David P. Lloyd will be paid at these hourly rates: Attorneys $400 Associates $250 The Debtor paid David P. Lloyd the amount of $9,217, including the $1,717 filing fee and balance of $7,500. David P. Lloyd will also be reimbursed for reasonable out-of-pocket expenses incurred. David P. Lloyd, a partner at David P. Lloyd, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David P. Lloyd can be reached at: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. 615B S. LaGrange Rd. LaGrange, IL 60525 Tel: (708) 937-1264 Fax: (708) 937-1265 E-mail: courtdocs@davidlloydlaw.com info@davidlloydlaw.com About Envestr Capital Envestr Capital, LLC, based in Cicero, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05517) on March 1, 2019. In the petition signed by Gus Dahleh, manager, the Debtor disclosed $975,000 in assets and $14,147,000 in liabilities. The Hon. Benjamin A. Goldgar oversees the case. David P. Lloyd, Esq., at David P. Lloyd, Ltd., serves as bankruptcy counsel. ENVESTR CAPITAL: Unsecured Creditors to Get $10,500 Under Plan -------------------------------------------------------------- Envestr Capital, LLC, filed a Plan of Reorganization and accompanying disclosure statement. CLASS V: The general unsecured claim of R4 Enterprise, LLC, will receive a distribution of approximately $115.45 with thirty days after the Effective Date of the Plan. CLASS III: The claim of Lakeside Bank will be paid in conjunction with the sale of the property located at 2 Erin Lane, Burr Ridge, IL. All new proceeds of the sale, after commission, ordinary prorations, and ordinary closing costs, will be paid to Lakeside Bank at closing. The unsecured deficiency will receive a distribution of approximately $257.44 within thirty days after the Effective Date of the Plan. CLASS IV: The fully unsecured claim of BC29, LLC, will receive a distribution of approximately $10,131.04 within thirty days after the Effective Date of the Plan. Payment to Secured Creditors: The secured claim of Lakeside Bank will be paid in full, up to the net value of its real estate collateral, located at 2 Erin Lane, Burr Ridge, Illinois, at closing of the sale of that property. Payment to General Unsecured Creditors: All general unsecured claims will receive a pro rata distribution from the Distribution Account within 30 days after the Effective Date of the Plan. The Debtor's principal, Gus Dahleh, will make a deposit of $10,500.00 to the Distribution Account upon the Effective Date of the Plan. This will be the only payment to general unsecured creditors under the Plan. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/yyyxl8jn from PacerMonitor.com at no charge. Attorney for the Debtor is David P. Lloyd, Esq., in LaGrange, Illinois. About Envestr Capital Envestr Capital, LLC, based in Cicero, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05517) on March 1, 2019. In the petition signed by Gus Dahleh, manager, the Debtor disclosed $975,000 in assets and $14,147,000 in liabilities. The Hon. Benjamin A. Goldgar oversees the case. David P. Lloyd, Esq., at David P. Lloyd, Ltd., serves as bankruptcy counsel. EUROPACORP S.A.: June 18 U.S. Hearing for Luc Besson Studio ----------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York on June 18, 2019, at 2:00 p.m. (prevailing Eastern Time) will convene a hearing to consider EuropaCorp S.A., et al.'s request for recognition in the U.S. of their restructuring proceedings in France. Responses and objections are due June 11, 2019, at 4:00 p.m. EuropaCorp S.A. was founded in 1992 by French director, screenwriter, and producer Luc Besson. The Group is a full service independent studio that produces and distributes feature films, and has become one of Europe's leading film and television studios. The Group has produced or coproduced over 110 films and distributed nearly 160 films in French cinemas. The Group owns a catalogue of more than 500 French and English language titles. Since 2000, the Group has produced eight of the twenty highest grossing French films based on worldwide box-office revenue. Prior to the Petition Date, the Foreign Debtors had 44 employees, 33 employed by EuropaCorp and 11 employed by image and sound postproduction unit Digital Factory S.A.S., 35 of which are located in France. Road to Proceedings "The Group has incurred losses over the last two and a half years, largely attributable to a strategic decision in 2014 to handle the distribution of its films in the United States internally through EC Films rather than distributing through major U.S. studios and independent distributors. Additionally, the nature of the film business requires the Group to make substantial investments to produce and distribute films. Even if these films are commercial successes, it may take years before the Group is able to recoup its investment. These losses were exacerbated by the poor performance of three recent films in the United States market: The Circle, Their Finest, and Valerian and the City of a Thousand Planets," Kevin Tatum McDonald, foreign representative, explained. "The Group is also party to an unfavorable commercial lease entered into on May 18, 2009 with Nef Lumiere, for a group of offices located at the Cite du Cinema located in Saint-Denis France, which is north of Paris that the Group uses as its headquarters. The Headquarters Lease required the Group to be the sole tenant until 2024, and provides for annual rent of over EUR9 million. The Group had subleased certain of the Leased Space, but Cite du Cinema has been identified as the center of the next Olympic village during the 2024 Paris Olympics and construction is scheduled to begin in 2019, which has made it difficult to sublease the Leased Space, increasing the financial burden the Headquarters Lease imposes on the Group." Safeguard Proceedings In May 2018, the Group began to assess financial restructuring options and decided to request the opening of special mediation (mandate ad hoc) to initiate a financial restructuring and conduct negotiations with its lenders and its landlord, Nef Lumiere. In September 2018, at the direction of the Group, Messiers Maris & Associes (MM&A) commenced a marketing process to search for a new investor to provide the Group with a capital infusion. On April 30, 2019, EuropaCorp S.A. and its affiliates commenced safeguard proceedings -- a proceeding under French insolvency law intended to facilitate the reorganization of a business that is not insolvent but experiences difficulties that it is not able to overcome -- by filing a demande d'ouverture de sauvegarde on with the Tribunal de Commerce de Bobigny (Commercial Court of Bobigny), France. By orders dated May 13, 2019 (collectively, the "Sauvegarde Order"), the French court opened each Foreign Debtor's Safeguard Proceedingand held that Kevin Tatum McDonald, as the foreign representative of each Foreign Debtor, would commence these Chapter 15 Cases. In the Sauvegarde Order, the French Court appointed (a) Marc Nouvion as the juge-commissaire (day-to-day judge) of each Foreign Debtor; (b)(i) FHB, represented by Maitre Helene Bourbouloux and (ii) SCP Brignier, represented by Maître Patrice Brignier, as the administrateur judiciaires (i.e., the court-appointed administrators); and (c)(i) SELAFA MJA, represented by Maitre Axel CHUINE and (ii) SELARL BALLY MJ, as themandataire judiciaires (i.e., the creditors' representatives). About Europacorp SA EuropaCorp SA -- http://www.europacorp.com/-- is a France-based company founded in 1992 that operates in the entertainment industry. The Company is dedicated to the production and distribution of cinematographic and audiovisual works. On April 30, 2019, EuropaCorp S.A. and its affiliates commenced safeguard proceedings by filing a demande d'ouverture de sauvegarde with the Tribunal de Commerce de Bobigny (Commercial Court of Bobigny), France. EuropaCorp S.A. and nine affiliates filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-11587) on May 17, 2019, to seek U.S. recognition of the French proceedings. The Hon. Michael E. Wiles is the U.S. judge. GIBSON, DUNN & CRUTCHER LLP is the U.S. counsel. EXELA INTERMEDIATE: Moody's Cuts CFR to Caa1, Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service downgraded Exela Intermediate LLC's ratings, including its Corporate Family Rating to Caa1 from B3, the instrument ratings on the company's senior secured first lien credit facilities and senior secured first lien notes to Caa1 from B3, and its Speculative Grade Liquidity Rating to SGL-4 from SGL-3. At the same time, Moody's affirmed Exela's Caa1-PD Probability of Default Rating. The outlook is negative. "Exela's restructuring charges consist mostly of headcount that it expects to cut as it transitions to more technology-based BPA service offerings," according to Harold Steiner, Moody's lead analyst for Exela. "We believe these are normal operating expenses necessary to provide its service, and that the competitive nature of the industry itself will erode most of the benefit received from reducing costs through the technology implementation," added Steiner. The downgrades reflects Moody's view that the investments needed to transition to business process automation (BPA) services and competitive industry pricing will sustain negative free cash flow, pressure on earnings and weak liquidity. The rating actions follow Exela's weak first quarter operating results. Moody's believes the acceleration of the company's organic revenue declines and growing restructuring and optimization charges reflect the operating pressures. Moody's downgraded the liquidity rating to SGL-4 because of persistent negative free cash flow including a use of approximately $50 million in the first quarter. Moody's projects EBITDA of approximately $200 million after deducting restructuring and optimization charges will barely cover the company's sizeable fixed charges, which consist of $155 million of debt service and $40 million of capital spending needs. Moody's took the following rating actions: Downgrades: Issuer: Exela Intermediate LLC Corporate Family Rating, Downgraded to Caa1 from B3 Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Gtd Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD3) from B3 (LGD3) Gtd Senior Secured First Lien Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) Senior Secured First Lien Notes, Downgraded to Caa1 (LGD3) from B3 (LGD3) Affirmations: Issuer: Exela Intermediate LLC Probability of Default Rating, Affirmed Caa1-PD Outlook Actions: Issuer: Exela Intermediate LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Exela's Caa1 CFR reflects the company's limited scale in an intensely competitive industry, its persistently poor earnings quality, high leverage and weak liquidity. Exela is limited in scale relative to many of its peers in the business process outsourcing (BPO) industry and faces continuous pricing pressure in its core business. The company is attempting to transition more into providing digitally-enabled BPA services. Unfortunately, so is its typically larger, better-capitalized peer set. As such, Moody's expects revenue and earnings growth to remain limited to the low-single digits in 2019. Moody's also expects poor earnings quality to persist with restructuring and optimization charges necessary to transition to BPA. Liquidity will therefore remain weak while leverage will remain high, rendering the capital structure increasingly untenable and elevating the risk of default. Nevertheless, Exela still garners some ratings support from the contracted nature of its revenue base and ongoing shift by clients to outsource certain processes to reduce costs and increase operating flexibility. The affirmation of the Caa1-PD PDR reflects Moody's expectation for an average family recovery in the event of a default as opposed to its previous expectation for an above average family recovery. The negative outlook reflects Moody's view that revenue will only grow in the low-single digits in 2019 while EBITDA after deducing restructuring and optimization costs will exhibit flat to slightly positive growth. As such, revolver borrowings are expected to grow as free cash flow remains negative in the $20 to $30 million range. The ratings could be downgraded should revenue, earnings, or liquidity deteriorate further. Additionally, an increasing likelihood of a preemptive balance sheet restructuring, such as a distressed exchange, or a deterioration in creditors' recovery prospects could result in a downgrade. The ratings could be upgraded should Exela successfully grow its organic revenues while improving earnings quality and maintaining adequate liquidity such that the company comfortably generates sustained positive free cash flow. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Exela Intermediate LLC is a global, location-agnostic provider of business process automation services. The company is publicly traded (NASDAQ: XELA) and generated 2018 revenue of approximately $1.6 billion. F+W MEDIA: Hires Grant Thornton as Tax Compliance Provider ---------------------------------------------------------- F+W Media, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Grant Thornton LLP, as tax compliance and advisory service provider to the Debtors. F+W Media requires Grant Thornton to: -- prepare the Debtors' federal and state income tax returns; -- provide routine time-to-time tax consulting services as agreed by the firm and the Debtors. Grant Thornton will be paid $107,000 flat fee for the preparation of the Debtors' federal and state income tax returns. Grant Thornton will be paid at these hourly rates for its general tax consulting services: Partners/Principal $710 Senior Managers/Directors $610 Managers $530 Senior Associates $285 Associates $260 Grant Thornton received $102,413 during the 90 days immediately preceding the petition date. Grant Thornton will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph E. Bacon, a partner at Grant Thornton, 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. Grant Thornton can be reached at: Joseph E. Bacon GRANT THORNTON LLP 3285 Edwards Road, Suite 430 Cincinnati, OH 45209-1288 Tel: (513) 762-5000 Fax: (513) 241-6125 About F+W Media F+W Media, Inc., and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 21, 2019. The committee tapped Morris James LLP and Arent Fox LLP as its legal counsel. FAUS INTERNATIONAL: Ergema LLC Seeks Ch. 11 Trustee Appointment --------------------------------------------------------------- Movants, Ergema LLC and Eleni Vareli, asked the U.S. Bankruptcy Court for the Southern District of New York to appoint a Chapter 11 trustee for Faus International Inc. In this case, the Debtor is engaged in the business of operating a ground floor/lobby restaurant known as Mykonos Blue and a rooftop lounge called the Hayden Rooftop. Likewise, Movant Valeri, who managed the restaurant, later discovered that the Debtor's employees were not being paid with their wages and that the vendors were not being timely paid. Hence, Vareli began investigating the Debtor’s bank statements and financials, and found that the Debtor’s president, Ioannis Chatiris, had devised a scheme and sometime in 2018 began skimming money from the restaurant, causing the restaurant to become insolvent. The Movants believed that the apparent cost of permitting the Chatiris to continue to manage the Debtor’s finances is theft. Valeri then estimated that Chatiris has stolen hundreds of thousands of dollars, if not millions, from the Debtor in the past years. Hence, the Movants argued that the cost of a trustee pales in comparison to the cost of allowing Chatiris to continue to mismanage the Debtor. The Movants are represented by: Dawn Kirby, Esq. Julie Cvek Curely, Esq. KIRBY AISNER & CURLEY LLP Scarsdale, NY 10583 Tel: (914) 401-9500 About Faus International Faus International Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11236) on April 22, 2019, and is represented by Joel Shafferman, Esq. FIRSTENERGY SOLUTIONS: Plan Discloses Various Insurance Policies ---------------------------------------------------------------- FirstEnergy Solutions Corp. filed a disclosure statement for its fifth amended joint plan of reorganization dated May 17, 2019. The latest plan provides that the incorporation of the exculpation provision played a significant role in facilitating Plan negotiations. As noted, each of the Exculpated Parties played a key role in developing the plan, which has paved the way for a successful reorganization and these parties would not have been as inclined to participate in the process absent the agreed-upon Exculpations. Accordingly, the Exculpations were essential to the negotiation of the Plan and the Debtors' reorganization efforts. The plan also discloses that the Debtors are currently insured under various insurance policies which are listed in each Monthly Operating Report filed with the Court. Many of these insurance policies are group insurance policies under which both the Debtors and FE Non-Debtor Parties are insured, including general liability insurance policies. The current general liability insurance policy under which the Debtors and FE Non Debtor Parties are insured contains a self-insured retention of $15 million per occurrence. The general liability insurance policies covering prior time periods under which the Debtors and FE Non-Debtor Parties are insured also contain a self-insured retention in an amount of $15 million per occurrence or some lesser amount, as set forth in the applicable insurance policy. Under the terms of the Amended SSA, a self-insured retention under any insurance policy is the responsibility of the potentially liable entity. No funds have been segregated or escrowed by the Debtors to fund any self-insured retention contained in any of the general liability insurance policies under which the Debtors are insured. None of the FE Non-Debtor Parties have guaranteed any of the Debtors’ obligations as an insured under the general liability insurance policies, including the self-insured retention. A copy of the Disclosure Statement May 17, 2019 is available at https://tinyurl.com/y4py2slo from Primeclerk.com at no charge. A redlined copy of the Disclosure Statement is available at https://tinyurl.com/yyq55x3y from Primeclerk.com at no charge. About FirstEnergy Solutions Corp Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FLO-TECH INC: Unsecureds to Get Semi-Annual Payments Under Plan --------------------------------------------------------------- Flo-Tech, Inc. and Thomas Tedford filed a Chapter 11 plan and accompanying disclosure statement. Class 1-G: General Unsecured Claims of Flo-Tech. Class 1-G consists of the Allowed Unsecured Claims of Creditors. Class 1- G Creditors may elect (at their sole option) to be treated in accordance with Class 1-H, or it shall be treated in accordance with Class 1-G. Class 1-G Creditors shall be paid a prorata share from Flo-Tech's Excess Cash Flow, on a semi-annual basis (with payments to be sent out for the prior half-year by February 15 and August 15), after all senior Allowed Claims (including Class 1-H) have been paid in accordance with the terms of the Plan, until the Allowed Unsecured Claim have been paid in total the value of Flo-Tech's liquidation equity (a total maximum of $5,000.00) as calculated in Flo-Tech's Disclosure Statement. Class 2-G: Allowed Unsecured Claims. Class 2-G consists of the Allowed Unsecured Claims of Creditors. Class 2- G Creditors shall be paid a pro-rata share from the Debtors' Excess Cash Flow, on a quarterly basis, in an amount sufficient to fund the value of the Debtors' Liquidation Equity (as calculated in the Debtors' Disclosure Statement), after all senior Allowed Claims have been paid in accordance with the terms of the Plan. Flo-Tech's plan will be funded by its operations and Excess Cash Flow. The Reorganized Debtors shall act as the Disbursing Agent under the Plan. Tedford's Plan will be funded by Tedford's post-petition earnings and Excess Cash Flow. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/y5r5mdna from PacerMonitor.com at no charge. The Plan is filed by Martin J. McCue, Esq., and Patrick F. Keery, Esq., at Keery McCue, PLLC, in Scottsdale, Arizona. About Flo-Tech, Inc. Formed in December 1994, Flo-Tech, Inc., is in the business of providing concrete floor repair, restoration and refinishing services. Flo-Tech has its principal place of business located in Phoenix, Maricopa County, Arizona. Thomas Tedford is the president, director and majority shareholder of Flo-Tech -- he owns 100% of the outstanding shares in Flo-Tech Flo-Tech, Inc., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-00460) on Jan. 15, 2019. The Debtor engaged Keery McCue, PLLC, as counsel. FRANK INVESTMENTS: Hires NAI Merin as Real Estate Broker -------------------------------------------------------- Frank Investments, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ NAI Merin Hunter Codman, Inc., as real estate broker to the Debtor. Frank Investments requires NAI Merin to market and sell the Debtors' property located at 11380 Prosperity Farms Rd., Suite 101, Palm Beach Gardens, Florida 33410. NAI Merin will be paid a commission of 6% of the gross sale price. NAI Merin will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Sundook, partner of NAI Merin Hunter Codman, 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. NAI Merin can be reached at: Jason Sundook NAI Merin Hunter Codman, Inc. 1601 Forum Place, Suite 700 West Palm Beach, FL 33401 Tel: (561) 471-8000 About Frank Investments Frank Investment Inc., Frank Entertainment Companies LLC and Frank Theatres Management LLC are affiliates of Rio Mall LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, New Jersey. Frank Entertainment Companies owns, operates, develops and manages entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, water parks, bowling centers, game centers, skate parks, and other real estate properties. Jupiter, Fla.-based Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. In the petitions signed by Bruce Frank, president, Frank Investments and Frank Entertainment estimated $10 million to $50 million in assets and liabilities while Frank Theaters estimated $10 million to $50 million in assets and $50 million to 100 million in liabilities. Judge Erik P. Kimball oversees the cases. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel. GlassRatner Advisory & Capital Group, LLC, is the chief restructuring officer. No official committee of unsecured creditors has been appointed in the Debtors' cases. GENESIS SOLAR: Fitch Affirms 'C' Rating on Series B Certificates ---------------------------------------------------------------- Fitch Ratings has affirmed $702 million ($402.04 million outstanding) of debt issued by Genesis Solar LLC (Genesis) as follows: $561.6 million ($321.63 million outstanding) 3.875% series A trust certificates (U.S. Sovereign Guaranteed) due 2038 at 'AAA'/Outlook Stable; $140.4 million ($80.41 million outstanding) 5.125% series B trust certificates (Non-Guaranteed) due 2038 at 'C'. RATING RATIONALE The rating for the series B certificates reflects the project's exposure to a bankrupt utility counterparty, Pacific Gas & Electric (PG&E), which provides all of Genesis's revenue under a fixed-price power purchase agreement (PPA). Fitch expects that Genesis can continue making its scheduled debt service payments as long as PG&E continues paying the project under the current terms of the PPA. PG&E may seek to terminate the PPA or materially weaken its terms during the bankruptcy resolution process. The project's parabolic trough technology is proven and the sponsor-affiliated operator is experienced, resulting in stable operating performance since the start of commercial operations. The project demonstrates a strong projected financial profile with metrics under rating case consistent with 'A' category rating. However, rating case coverages provide little additional information to evaluate the risk of default for projects constrained by key commercial counterparties. The rating on the series A certificates continues to reflect the guarantee by the U.S. government (AAA/Stable). KEY RATING DRIVERS Contracted Revenues - Revenue Risk Price: Stronger (Revised from Weaker) The rating is anchored by contracted revenues from a long-term, fixed--price PPA with PG&E. The PPA does not allow for economic curtailment, and contract termination risk outside of bankruptcy proceedings is low. The revision of the assessment from Weaker to Stronger reflects the changes in Fitch's Renewable Energy Project Rating Criteria dated Feb. 26, 2019, which no longer incorporates the revenue counterparty credit quality in this key rating driver. Loss of the PPA contract in PG&E's potential bankruptcy would weaken the project's financial profile, and in a merchant scenario its cash flows would likely be inadequate to repay the debt. Adequate Solar Resource - Revenue Risk Volume: Midrange Total generation output in Fitch's rating case includes one-year P90 electric generation to mitigate the potential for lower than expected solar resources. The project is able to meet debt obligations under a one-year P99 generation scenario, with debt service coverage ratios (DSCRs) exceeding 1.0x. Established Operating History - Operation Risk: Midrange The project uses proven solar parabolic trough technology, largely similar to the Solar Energy Generating Systems (SEGS) technology, with which the sponsor has over 20 years of operating experience. The sponsor's experience helps to reduce operating risk, and Genesis has established a stable operating history and cost profile. DOE Guarantee for 80% of the Issued Debt - Debt Structure - Guaranteed Tranche: Stronger; Non-Guaranteed Tranche: Stronger (Revised from Midrange) The rating for the guaranteed series A certificates reflects the certainty of timely debt service payments provided by a loan guarantee from the U.S. Department of Energy (DOE) for 100% of principal and interest on those guaranteed portions of the debt. The debt structure is otherwise conventional, as it is fully amortizing and includes a six-month debt service reserve (DSR). The revision of the assessment for the Non-Guaranteed Tranche from Midrange to Stronger reflects the changes in Fitch's Renewable Energy Project Rating Criteria dated Feb. 26, 2019. Financial Profile Under Fitch's base case, which incorporates P50 generation and a 2% generation reduction, DSCRs average 2.62x with a minimum of 2.39x. Under Fitch's rating case, which incorporates P90 generation and increased costs, DSCRs average 2.21x with a minimum of 1.93x. However, the project is fully dependent on PG&E as its sole revenue counterparty, and PG&E's performance under the PPA would directly impact the project's rating and ability to service its debt. In such situations, rating case coverages provide little additional information to evaluate the risk of default. PEER GROUP Genesis's average rating case DSCR at 2.12x is above Fitch's indicative coverage guidance of 1.60x for an 'A-' rating and higher than Axium Infinity Solar, LP (BBB/Stable), which has an average rating case DSCR of 1.29x. Similar to the ratings of Topaz Solar Farms, LLC and AES Puerto Rico LP, Genesis's rating is constrained by the offtaker credit rating. Peer analysis focused on financial and operational features does not provide valuable information for projects that are constrained by key commercial counterparties. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- A downgrade of the U.S. sovereign on the guaranteed tranche; -- Modification or rejection of the PPA or failure to make payments under the PPA resulting in a material adverse effect upon projected cash flows leading to a default on the project's debt repayment obligations. Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Unlikely unless there is a favorable development in PG&E's bankruptcy proceedings indicative of a stronger credit profile for the project. GLOBAL ENVIRONMENTAL: Hires Chung & Press as Counsel ---------------------------------------------------- Global Environmental Solutions, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Chung & Press, P.C., as counsel to the Debtors. Global Environmental requires Chung & Press to: a) assist and advise the Debtor relative to the administration of this proceeding; b) represent the Debtor before the Bankruptcy Court and advise the Debtor on all pending litigation, hearings, motions, and of the decisions of the Bankruptcy Court; c) review and analyze all applications, orders, and motions filed with the Bankruptcy Court by third parties in this proceeding and advise the Debtor thereon; d) attend all meetings conducted pursuant to section 341(a) of the Bankruptcy Code and representing the Debtor at all examinations; e) communicate with creditors and all other parties in interest; f) assist the Debtor in preparing all necessary applications, motions, orders, supporting positions taken by the Debtor, and prepare witnesses and review documents in this regard; g) confer with all other professionals, including any accountants and consultants retained by the Debtor and by any other party in interest; h) assist the Debtor in negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; i) prepare, draft and prosecute the plan of reorganization and disclosure statement; and j) assist the Debtor in performing such other services as may be in the interest of the Debtor and the Estate and performing all other legal services required by the Debtor. Chung & Press will be paid at the hourly rate of $495. Chung & Press will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel M. Press, a partner at Chung & Press, 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. Chung & Press can be reached at: Daniel M. Press, Esq. CHUNG & PRESS, P.C. 6718 Whittier Ave., Suite 200 McLean, VA 22101 Tel: (703) 734-3800 Fax: (703) 734-0590 E-mail: dpress@chung-press.com About Global Environmental Solutions Global Energy Services, Inc., is a Maine corporation with a principal place of business in Alexandria, Virginia. Global Energy Services sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 19-11582) on May 14, 2019. In the petition signed by Kevin Pomerleau, president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Brian F. Kenney oversees the case. Daniel M. Press, Esq., at Chung & Press, P.C., serves as bankruptcy counsel. GLOBAL PAYMENTS: S&P Puts 'BB+' ICR on Watch Pos. on Acquisition ---------------------------------------------------------------- S&P Global Ratings placed its 'BB+' issuer credit rating on Global Payments Inc. on CreditWatch with positive implications. The CreditWatch placement follows Global Payments Inc.'s announcement that it intends to acquire Total System Service Inc. (TSYS) in an all-stock transaction valued at about $21.5 billion. The transaction is subject to regulatory and shareholders' approvals and is expected to close in the fourth quarter of 2019. "We expect the combined entity to generate pro forma net revenue of about $8.6 billion and EBITDA of about $3 billion, before cost synergies. Given the substantial increase in scale, the acquisition will extend Global Payments' market position into the cash-generative card issuer processing business and combine with TSYS' fast-growing merchant solutions segment," S&P said. S&P said the issuer processing industry, which provides primarily account processing and value-add services for credit card issuers under long-term contracts, remains concentrated. The addition of this segment, along with TSYS' prepaid business, will bring substantial diversity to Global Payments as well as facilitate strong long-term partnerships with financial institutions, according to the rating agency. "This transaction does not affect our ratings or outlook on TSYS. We expect the combination to result in pro forma leverage in the high 2x area at close, without cost synergies," S&P said. S&P also expects the company to achieve most of its outlined cost synergies over the next three years and commit to a consistent financial policy whereby shareholder returns and strategic acquisitions are managed primarily via free cash flow, such that leverage remains relatively stable. Longer term, the rating agency expects the combined entity to benefit from cross-selling opportunities across its merchant and issuing solutions and have the financial flexibility to invest in new products and services. "We will resolve the CreditWatch upon the consummation of the transaction, at which time we expect to raise our issuer credit rating on Global Payments by one notch to 'BBB-'," S&P said. GO DADDY: S&P Rates New $600MM Sr. Unsecured Notes Due 2027 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '5' recovery rating to Arizona-based Go Daddy Operating Co. LLC's (GoDaddy) proposed $600 million senior unsecured notes due 2027. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 10%) recovery for lenders in the event of a payment default. The company plans to use the proceeds from these notes to refinance $600 million of its existing first-lien term loan, which will reduce its outstanding term loan balance to $1.85 billion. At the same time, S&P's 'BB-' issue-level rating on GoDaddy's first-lien debt, including its revolving credit facility and term loan remains unchanged. The '3' recovery rating also remains unchanged, indicating S&P's expectation for meaningful recovery in the event of a default. The company is increasing the size of its revolving credit facility, which will remain undrawn at the close of the transaction, to $600 million from $200 million. The rating agency views the transaction as leverage neutral. "Our 'BB-' issuer credit rating on GoDaddy reflects its relatively narrow end-market focus, the increasingly competitive conditions in the web hosting industry, and its below-average EBITDA margins relative to those of comparably scaled software firms because of its heavy marketing spending. These factors are partially offset by its high revenue visibility and retention rates, virtual lack of customer concentration, and good free cash flow generation," S&P said. "The company holds the leading position in the domain registration and web-hosting marketplace with annual revenue in excess of $2.6 billion." The positive outlook reflects the company's significant progress in integrating HEG while concurrently reducing its leverage. Specifically, GoDaddy has been able to divest HEG's noncore businesses, integrate its branding and internal functions, and deliver on the majority of its acquisition synergy targets. In addition, S&P expects that its strong operating performance and cash flow generation will enable it to reduce its adjusted leverage to about 2.5x over the next 12 months. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's recovery rating on the company's senior secured first-lien debt is '3' and its recovery rating on its senior unsecured notes is '5'. -- S&P's simulated default scenario contemplates a default occurring in 2022 due to increased customer acquisition costs and pricing pressures as new entrants emerge or existing competitors increase their product offerings or marketing budgets to gain market share. S&P's scenario also assumes operational issues or service disruptions that cause the company's new customer enrollment rates and existing customer renewal rates to decline. Simulated default assumptions -- Simulated default year: 2022 -- EBITDA at emergence: $267.6 million -- EBITDA multiple: 6.5x Simplified waterfall -- Net emergence value (after 5% administrative costs): Approximately $1.7 billion -- Valuation split (obligors/nonobligors): 66%/34% -- Estimated first-lien claims: Approximately $2.4 billion -- Value available for senior secured claims: Approximately $1.4 billion -- Recovery expectations: 50%-70% -- Estimated senior unsecured claims: Approximately $1.6 billion (including pari passu secured claims) -- Value available for senior unsecured claims: Approximately $200 million -- Recovery expectations: 10%-30% (rounded estimate: 10%) Note: All debt amounts include six months of prepetition interest. Ratings List Go Daddy Operating Co. LLC Issuer Credit Rating BB-/Positive/-- New Rating Go Daddy Operating Co. LLC Senior Unsecured US$600 mil sr nts due 2027 B+ Recovery Rating 5(10%) GRABAH PRETZEL: Hires McIntyre Thanasides as Counsel ---------------------------------------------------- Grabah Pretzel Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A., as counsel to the Debtor. Grabah Pretzel requires McIntyre Thanasides to: a. render legal advice with respect to Debtor's powers and duties as debtor-in-possession, the continued operation of its business and the management of its property; b. prepare on behalf of Debtor any necessary petitions, motions, applications, answers, orders, reports, and other legal papers; c. appear before the Bankruptcy Court and the U.S. Trustee to represent and protect the interests of the Debtor; d. take all necessary legal steps to confirm a proper plan of reorganization; e. represent the Debtor in all adversary suits, contested matters and matters involving administration of the bankruptcy case; f. represent the Debtor in any negotiations with potential financing sources and prepare contracts, security instruments, or other documents necessary to obtain financing; g. take any necessary action to recover any voidable transfers and to avoid any liens against Debtor's property obtained within ninety (90) days of the filing of the petition in Chapter 11 and at a time when Debtor was insolvent; h. enjoin or stay any and all suits against the Debtor affecting the debtor-in-possession's ability to continue in business or affecting property in which the Debtor has equity; and i. perform all other legal services that may be necessary for the proper preservation and administration of the Chapter 11 case. McIntyre Thanasides will be paid based upon its normal and usual hourly billing rates. Prior to the petition date, McIntyre Thanasides received a retainer in the amount of $12,000. McIntyre Thanasides will also be reimbursed for reasonable out-of-pocket expenses incurred. James W. Elliott, partner of McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McIntyre Thanasides can be reached at: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI GUITO & MATTHEWS, P.A. 500 E. Kennedy Blvd., Suite 200 Tampa, FL 33602 Tel: (813) 223-0000 Fax: (813) 899-6069 E-mail: james@mcintyrefirm.com About Grabah Pretzel Grabah Pretzel Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-04329) on May 7, 2019, disclosing under $1 million in both assets and liabilities. McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A., led by James W. Elliott, Esq., is the Debtor's counsel. GRAMERCY GROUP: Taps Epiq Corporate as Claims Agent --------------------------------------------------- Gramercy Group, Inc., received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Epiq Corporate Restructuring, LLC, as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. Epiq will charge these hourly fees for claim administration services: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 - $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge The Debtor provided Epiq a retainer in the amount of $10,000 prior to its bankruptcy filing. Brian Hunt, senior consultant of Epiq, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Epiq can be reached through: Brian Hunt Epiq Corporate Restructuring, LLC 777 Third Avenue New York, NY 10017 Phone: (646) 282-2523 About Gramercy Group Gramercy Group, Inc. -- http://gramercyusa.com/-- began operations in 1989, offering turnkey solutions in environmental remediation and demolition. It has expanded to provide more services, including heavy civil and general contracting services. The company is headquartered in Wantagh, N.Y. Gramercy Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-73622) on May 17, 2019. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Louis A. Scarcella. The Debtor is represented by Cullen & Dykman LLP and Otterbourg P.C. GRCDALLASHOMES LLC: Hires Joyce W. Lindauer as Counsel ------------------------------------------------------ GRCDallasHomes, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Joyce W. Lindauer Attorney, PLLC, as counsel to the Debtor. Atlas Stone 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 The Debtor paid Joyce W. Lindauer a retainer of $16,717, including the $1,717 filing fee. Joyce W. Lindauer will also be reimbursed for reasonable out-of-pocket expenses incurred. Joyce W. Lindauer, the firm's founding partner, 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 GRCDallasHomes GRCDallasHomes LLC, based in The Colony, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41186) on May 3, 2019. In the petition signed by Kazem Daneshmandi, member, the Debtor estimated $1 million to $10 million in both assets and 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. GREEN NATION: Seeks to Hire Orantes Law Firm as Counsel ------------------------------------------------------- Green Nation Direct, Corporation seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ The Orantes Law Firm, as counsel to the Debtor. Green Nation requires Orantes Law Firm to: a. bring forward a plan of reorganization expeditiously, as well as provide the Debtor more general services, such as advise the Debtor with respect to compliance with the requirements of the Office of the United States Trustee; b. advise the Debtor regarding matters of bankruptcy law, including its rights and remedies in regard to its assets and in regard to the claims of creditors; c. represent the Debtor in any proceedings or hearings in the Bankruptcy Court and in any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected, subject to the Firm's specific agreement; d. conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to this Chapter 11 case including reviewing, not drafting , monthly operating reports; e. advise the Debtor concerning the requirements of the Bankruptcy Court and applicable rules as the same effect the Debtor in these proceedings; f. assist the Debtor in the negotiation formulation, confirmation and implementation of a Chapter 11 plan; and g. take such other action and perform such other services as the Debtor may require of the Firm in connection with this Chapter 11 case. Orantes Law Firm will be paid at these hourly rates: Attorneys $250 to $500 Associates $160 to $200 Paralegals $160 Starting Oct. 17, 2018, Orantes Law Firm received $25,000 retainer, and the $1,717 filing fee. Of the retainer, the amount of $5,387 was earned prepetition, leaving a balance of $19,613, and additional $10,000 postpetition retainer, for a total of $29,613. Orantes Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Giovanni Orantes, the firm's founding partner, 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. Orantes Law Firm can be reached at: Giovanni Orantes, Esq. THE ORANTES LAW FIRM, A.P.C. 3435 Wilshire Blvd Ste 2920 Los Angeles, CA 90010 Tel: (888) 619-8222 Fax: (877) 789-5776 E-mail: go@gobklaw.com About Green Nation Direct Green Nation Direct, Corporation, is a privately-held architectural design company that specializes in various interior design and spatial planning projects. It is based in Los Angeles, California. Green Nation Direct sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-12698) on Nov. 2, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case is assigned to Judge Maureen Tighe. Orantes Law Firm, P.C., serves as the Debtor's legal counsel. On Dec. 6, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Resnik Hayes Moradi LLP as counsel. Nancy Zamora was appointed as Chapter 11 trustee for the Debtor's bankruptcy estate. Levene Neale Bender Yoo & Brill LLP is the trustee's legal counsel. GULF COAST: Confirmation Hearing Continued to June 19 ----------------------------------------------------- The confirmation hearing of Gulf Coast Medical Park LLC's Chapter 11 Plan is continued to June 19, 2019, at 10:30 a.m. About Gulf Coast Medical Park Gulf Coast Medical Park LLC, based in Punta Gorda, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March 28, 2018. In the petition signed by Magnus Karlstedt, managing member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Caryl E. Delano is the case judge. Michael R. Dal Lago, Esq., at Dal Lago Law, serves as bankruptcy counsel to the Debtor. Holmes Fraser, P.A., is the special litigation counsel; and Webb, Lorah & McMillan, PLLC, CPAs, is the accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HARLAND CLARKE: Moody's Lowers CFR to B3, Outlook Still Stable -------------------------------------------------------------- Moody's Investors Service (Moody's) downgraded Harland Clarke Holdings Corp.'s Corporate Family Rating (CFR) to B3 from B2. The senior secured term loan and senior secured notes were downgraded to B2 from B1 and the senior unsecured notes were downgraded to Caa2 from Caa1. The outlook remains stable. The downgrade is due to declines in overall performance that led leverage to increase to 6.2x as of Q1 2019 from 5.5x at the end of 2017, the approaching maturity of its outstanding debt due to springing maturity provisions in its debt agreements, and negative free cash flow for the LTM ending Q1 2019. Moody's expects Harland Clarke will pursue additional cost savings to offset declines in results and the company will benefit from a recent reorganization of its sales force, but business conditions will remain challenging due to the secular pressures impacting the company. Issuer: Harland Clarke Holdings Corp. -- Corporate Family Rating, Downgraded to B3 from B2 -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- Senior Secured Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) -- Senior Secured Regular Bond/Debenture, Downgraded to B2 (LGD3) from B1 (LGD3) -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD6) from Caa1 (LGD6) Outlook Actions: Issuer: Harland Clarke Holdings Corp. -- Outlook, Remains Stable RATINGS RATIONALE Harland Clarke's B3 CFR reflects the increase in leverage to 6.2x as of Q1 2019 and Moody's ongoing concern that the business model is in secular decline in both its check printing and Valassis' print based advertising model. Check order volumes are in secular decline due to new and evolving electronic payment alternatives. The Valassis division faces pressure from the secular demand shift of advertisers' marketing spend to Internet-based / digital media channels, as well as the ensuing pricing pressure on traditional print-based media. The acquisition of RetailMeNot, Inc. has also underperformed Moody's expectations and the business is facing a competitive consumer savings environment as customer traffic shifts to mobile from desktop. The Scantron division, which is the smallest division, faces pressure due to the maturity of its form products. Harland Clarke has a history of sponsor friendly and related party transactions that have continued even as the company has underperformed expectations. In prior periods, Harland Clarke achieved significant cost savings to support EBITDA and it will be important for the company to achieve additional cost savings to try to offset negative top line pressure on its business lines. Some of the company's secured debt is due in March 2020 and the rest of its senior secured debt has a springing maturity of November 2020 if the $709 million of senior unsecured debt is not refinanced prior to that date. Harland Clarke's liquidity position is adequate, but has the potential to deteriorate due to the springing maturity date of its $250 million ABL revolving facility. The ABL facility matures in February 2022, but has a springing maturity date of November 2019 if the $275 million senior secured note is not refinanced by that date and another springing maturity date of November 2020 if the $709 million of senior unsecured notes is not repaid by that date. The facility had $65 million outstanding (with $13 million of L/C's outstanding) as of Q1 2019. Availability was $139 million as of Q1 2019 and free cash flow was negative in 2018 and the LTM period ending Q1 2019 due in part to above average tax payments made as part of its tax sharing agreement with its parent company. Capex is expected to be in the $70 to $80 million range in 2019. The term loan balance is projected to decline quarterly due to the above average amortization payments on the term loan of $100 million a year. The required amortization amount declines to $75 million a year if the secured leverage ratio is less than 3x which is not expected in the near term. In addition to the ABL facility's springing maturity, the next scheduled debt maturity is the $275 million senior secured notes due March 2020. The term loan matures in November 2023, but has a springing maturity to November 2020 if the $709 million senior unsecured notes are still outstanding on that date. The $800 million senior secured notes are due in August 2022, but also have an accelerated maturity date of November 2020 if more than $50 million of senior unsecured notes are outstanding at that time. As a result, it will be important for the company to address both the $275 million of senior secured debt and the $709 million of senior unsecured debt prior to the springing maturity date becoming current in November 2019. The stable outlook reflects Moody's expectation that the company will have modestly negative EBITDA performance in 2019 as the company attempts to reduce costs and improve sales performance following a change in its sales organization. Moody's projects free cash flow will improve as proceeds from its tax receivable balance with its parent company are received in 2019 and that its debt balance will decline due to $25 million of required quarterly amortization payments. An additional downgrade could occur if the company is unable to address its debt maturities in the near term. Continuing declines in its check business, or further deterioration in demand for Valassis' print-based marketing products could also result in a downgrade if leverage increases above 7x or if the company's ability to service its debt obligations came into question. A decline in its liquidity position due to continued negative free cash flow or inability to access its ABL facility also has the potential to lead to negative rating pressure. Ratings could be upgraded if the company demonstrates stable organic revenue and EBITDA trends and debt-to-EBITDA leverage decreases toward the mid 5x level on a sustained basis with no near term debt maturities. A positive free cash flow to debt ratio in the mid single digit percentage range would also be required. The principal methodology used in these ratings was Media Industry published in June 2017. Harland Clarke Holdings Corp. ("Harland Clarke"), headquartered in San Antonio, TX, is a provider of check and check related products, direct marketing services and customized business and home office products to financial services, retail and software providers as well as consumers and small businesses, and through its Scantron division, data collection, testing products, scanning equipment and tracking services to educational, commercial, healthcare and government entities. Its Valassis division offers clients mass delivered and targeted programs to reach consumers primarily consisting of shared mail, newspaper and digital delivery in addition to coupon clearing and other marketing and analytical services. The RetailMeNot division is an online and in-store consumer savings destination that connects consumers with retailers, restaurants, and brands as well as its operation of a discounted gift card marketplace. M&F Worldwide Corp. ("M&F") acquired check and related product provider Clarke American Corp. in December 2005 for $800 million and subsequently acquired the John H. Harland Company in May 2007 for $1.4 billion. M&F merged the two companies to form Harland Clarke. M&F's remaining publicly traded shares were acquired by portfolio company, MacAndrews & Forbes Holdings, Inc. ("MacAndrews") on December 21, 2011. MacAndrews is wholly owned by Ronald O. Perelman. Harland Clarke acquired Valassis Communications, Inc. ("Valassis") in February 2014 and acquired RetailMeNot, Inc. in May 2017. Annual revenue was $3.4 billion as of Q1 2019. HHC PORTLAND: June 17 Hearing to Determine PCO Appointment ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will hold a hearing on June 17, 2019, at 9:30 A.M. to determine whether the appointment of a patient care ombudsman is not necessary for HHC Portland AL, LP About HHC Portland HHC Portland AL, LP filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-31719) on May 20, 2019, and is represented by Trey Andrew Monsour, Esq. HOME CARE: Unsecured Creditors to Get Monthly Payments Over 5 Years ------------------------------------------------------------------- Home Care Options, Inc., filed a Chapter 11 Plan and accompanying Disclosure Statement. Class 5: All allowed general unsecured claims, including claims arising from the rejection of executory contracts or unexpired leases, but excluding unsecured claims resulting from deficiencies under secured claims, The Class 5 claims shall be paid in full in equal monthly installments over five (5) years from the Effective Date with interest at the federal judgment rate in effect on the Petition Date. The first such payment shall be due on the 15th day of the month in which the Effective Date occurs, with payments due on the 15th of each following month until paid in full. There shall be no penalty for prepayment of all or a portion of the debt. Class 6: All allowed unsecured claims resulting from deficiencies under secured claims. The Class 6 claims shall be paid in full in equal monthly installments over six (6) years from the Effective Date with interest at the federal judgment rate in effect on the Petition Date. The first such payment shall be due on the 15th day of the month in which the Effective Date occurs, with payments due on the 15th of each following month until paid in full. There shall be no penalty for prepayment of all or a portion of the debt. Upon the Effective Date, Debtor shall, continue its operations and shall begin making payments to creditors as provided in the Plan. Upon the Effective Date, all property of the Estate shall revest in the Debtor, subject to the provisions of the Plan and the Order of Confirmation. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/y36zk899 from PacerMonitor.com at no charge. Based in Gallup, New Mexico, Home Care Options, Inc., a home health care services provider, filed a voluntary Chapter 11 Petition (Bankr. D.N.M. Case No. 18-13030) on December 3, 2018, and is represented by George D. Giddens, Jr., Esq., at Giddens & Gatton Law, P.C., in Albuquerque, New Mexico. At the time of filing, the Debtor had estimated assets of $0 to $50,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Grace Laurence, president/owner. IACCARINO INC: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- The Acting United States trustee for Region 3 objects to the approval and/or confirmation of the Small Business Chapter 11 Plan filed by Iaccarino, Inc. According to the U.S. Trustee, based on the results of the Debtor's operations during the pendency of this case and the number of NSF and overdraft charges appearing on its bank statements, it appears the Debtor is unable to meet the provisions of 11 U.S.C. Section 1129(a)(11). The U.S. Trustee points out that the Debtor is also not current with the filing of its monthly operating reports. The U.S. Trustee further points out that the Debtor is also not current with the payment of statutory fees. About Iaccarino, Inc. Iaccarino, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 18-16655) on Oct. 4, 2018, disclosing under $1 million in assets and liabilities. The Law Firm of Case & DiGiamberardino, P.C., led by name partner John A. DiGiamberardino, serves as counsel to the Debtor. IDL DEVELOPMENT: Court Approves Appointment of A. White as Examiner ------------------------------------------------------------------- Judge Christopher Panos of the U.S. Bankruptcy Court for the District of Massachusetts approves and certifies the appointment by William K. Harrington, the United States Trustee for Region 1, of Anne J. White, Esq., to serve as Chapter 11 examiner for IDL Development, Inc. The scope of the Examiner's duties is to: (a) investigate the validity of the Debtor's prepetition debts; (b) investigate the existence of any assets owned or created by the Debtor that were not disclosed on the Debtor's schedules filed in this Chapter 11 case, including intellectual property; and (c) perform an accounting of the Debtor's disbursements from the capital it has raised. As previously reported by The Troubled Company Reporter, Continuum Energy Technologies, LLC, asked the Bankruptcy Court to direct the appointment of an examiner for the Debtor, saying that the Debtor burned through nearly $25 million while running up nearly $18.5 million of unpaid, unsecured claims. Thus, CET believed that the Creditors deserve an explanation of where the $25 million went, since it was not apparently spent creating value -- the Debtor has no products, no prototypes of products, no patents, no partnerships with other companies, etc. The Debtor's lack of any patent filings with $25 million of funding is particularly surprising since Dr. Chris Nagel filed 58 patent applications or invention disclosures during his tenure at CET based on funding of $25 million. Moreover, the Debtor's unexplained assumption of Dr. Nagel's significant liabilities to Ebur Investments, LLC, and Dr. Nagel's very high $400,000 per year salary, cry out for investigation of the Debtor's prepetition financial affairs by an independent examiner. CET is represented by: Jeremy R. Fischer, Esq. DRUMMOND WOODSUM 84 Marginal Way, Suite 600 Portland, ME 04101-2480 Tel. (207) 772-1941 Email: jfischer@dwmlaw.com About IDL Development Inc. IDL Development, Inc. is engaged in research in the field of "electromagnetic chemistry," which is the use of electromagnetic fields to manipulate, generate and change the properties of matter. Organized in 2014, IDL Development conducts research activities from a leased facility in Taunton, Massachusetts, and is funded through private equity investment. IDL Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14808) on Dec. 29, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Joan N. Feeney. Murphy & King, Professional Corp. is the Debtor's counsel. INRETAIL PHARMA: Fitch Affirms BB+ LongTerm Issuer Default Ratings ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) of InRetail Pharma S.A. at 'BB+'. Fitch has also affirmed the senior unsecured bond issued by InRetail Pharma at 'BB+'. The Rating Outlook is Stable. The ratings reflect InRetail Pharma's strong credit linkage with its parent company, InRetail Peru Corp. (InRetail Peru), and the consolidated credit profile of InRetail Peru and the solid business positions of its supermarket, pharmacy and shopping mall subsidiaries. The Stable Outlook reflects Fitch's expectation of deleveraging by InRetail Peru through 2020. KEY RATING DRIVERS Strong Parent/Subsidiary Credit Linkage: InRetail Pharma's ratings incorporate the strong credit linkage of the company with its parent InRetail Peru, which manages and owns 100% of InRetail Real Estate S.A. (BB+/Stable; real estate business), 99.98% of Supermercados Peruanos S.A. (supermarket business) and 87.02% of InRetail Pharma (BB+/Stable). Fitch views these businesses as core and strategically important for InRetail Peru's business model. Fitch considers the parent-subsidiary strategic and operational linkages among InRetail Peru and its subsidiaries strong based on their common management team and decision-making process, as well as the lack of restrictions in cash movements between them. This flexibility resulted in InRetail Real Estate extending a PEN402.5 million loan to InRetail Peru that was used to help InRetail Pharma acquire Quicorp in 2018. Manageable Parent Company Leverage: InRetail Peru's revenues, EBITDA, EBITDAR, and cash position in FY2018 were PEN12.2 billion, PEN1.2 billion, PEN1.5 billion and PEN663 million, respectively. The supermarket, pharma, and real estate businesses represented 29%, 45%, and 26%, respectively, of InRetail Peru's FY2018 total EBITDA. InRetail Peru's consolidated net adjusted debt/EBITDAR ratio was 4.5x during 2018, which was an increase from 2017 due to InRetail Pharma's $583 million acquisition of Quicorp. Fitch anticipates InRetail Peru will manage its net adjusted financial leverage so that this leverage metric trends below 4x by the end of 2020. InRetail Peru's deleveraging is expected to result from synergies in the pharma business and from new real estate projects starting operations during the period. Pharmacy's Strong Market Position: Fitch views InRetail Pharma's market position as well established and likely to generate consistent market share gains over competitors in the near future. The company consolidated its business position through the acquisition of Quicorp in 2018. InRetail Pharma accounts for approximately 47% of pharmaceutical units sold in pharmacies in Peru with over 2,000 stores and a presence in the entire pharmaceutical value chain. InRetail Pharma is also a leading pharma distributor in the Andean region, with more than 18,000 points of a sale in Peru, Ecuador, Bolivia, and Colombia. Pharma Margins Improving: InRetail Pharma has improved its performance following the acquisition of Quicorp through cost standardization, fixed cost dilution and, network optimization (closing 160 stores). InRetail Pharma's additional synergies during 2019-2020 are anticipated to come from increasing private label optimization and integration across segments. InRetail Pharma's 2018 and LTM March 2019 EBITDA margins were 8.1% and 8.8%, respectively. Fitch expects the company's 2019 EBITDA margin to improve to around 9.5%. Fitch's 2019 base case estimates the company's total revenues at levels of PEN7.2 billion, with approximately 70% and 30% being generated by the retail pharmacy and the MDM businesses (manufacturing, distribution and marketing businesses), respectively. Pharma Business Deleveraging: Fitch expects InRetail Pharma's net adjusted leverage, measured as total adjusted net debt/EBITDAR ratio, to be around 3.7x and 3.4x by year-end 2019 and 2020, respectively. Improving margins are driving business deleveraging. The company's gross adjusted debt as of March 31, 2019, is estimated at PEN3.7 billion, which includes PEN2.2 billion in on-balance-sheet debt and an estimated PEN1.5 billion in off-balance-sheet debt. The company's total off-balance-sheet debt calculation results from applying a 7x multiple to InRetail Pharma's LTM March 2019 rentals of PEN256 million. Manageable FX Risk: InRetail Pharma counterbalances its revenue-debt currency mismatch using hedge instruments. The company's total revenues are 90% denominated in local currency (Peruvian nuevo soles) while its total debt is 63% denominated in U.S. dollars. The company's main component in its debt structure is its USD400 million unsecured senior notes due in 2023. The company has hedge debt covering the principal amount only of its unsecured senior notes due in 2023. Fitch estimates depreciation of the local currency versus the U.S. dollar of 30% would not have a material effect on the company's credit metrics, as the use of hedge debt counteracts FX volatility. DERIVATION SUMMARY InRetail Peru's consolidated financial profile is a key credit driver for InRetail Pharma's ratings due to the strong parent-subsidiary linkage. InRetail Peru is well positioned relative to its regional peers in the Peruvian market due to its diversified business profile, with activities in food and pharmacy retail and shopping malls, as well as its solid competitive position in each business segment. Fitch considers InRetail Peru's scale and geographic diversification weaker compared with regional peers such as S.A.C. Falabella (BBB+/Stable), Cencosud S.A. (BBB-/Stable) and El Puerto de Liverpool, S.A.B. de C. (BBB+/Stable). Fitch views InRetail Peru's net adjusted leverage of 4.5x as weaker than Falabella's 3.8x and El Puerto de Liverpool's negative 0.1x and stronger than Cencosud's 4.8x as of Dec. 31, 2018. Fitch anticipates InRetail Peru will manage its net adjusted financial leverage (measured as net adjusted debt to EBITDAR ratio) in the 4.5x to the 3.5x range during 2019-2020, trending to levels around 3.5x by the end of 2020. Deleveraging is expected from increasing cash flow generation, resulting from synergies in the pharma business and from new real estate projects starting operations. InRetail Pharma's 'BB+' ratings also incorporate the company's leading position and increase market share in Peru's growing drugstore/retail pharmacy segment. The company's expected positive FCF provides adequate financial flexibility to absorb the 2018 Quicorp acquisition while managing its balance sheet. InRetail Pharma benefits from share gains in its Peruvian retail pharmacy business, which accounts for approximately 70% of total company sales, with a market share position of approximately of around 47% of total units sold in the Peruvian retail pharmacy industry. Compared with peers in the U.S. market, InRetail Pharma has a significantly smaller scale than Rite Aid Corporation (B/NO), GNC Holdings, Inc. (B-/NO); and, Walgreens Boots Alliance, Inc. (BBB/Stable), which is somewhat compensated for by InRetail Pharma's solid, leading market position and its operating in a lower competitive environment. Fitch views the company's expected 2019-2020 credit metrics including margins, liquidity, net adjusted leverage and FCF generation as stronger than those of Rite Aid and GNC Holdings. KEY ASSUMPTIONS Fitch's Key Assumptions within Its Rating Case for the Issuer InRetail Peru Corp. (parent company): -- Net adjusted leverage, measured as total adjusted net debt to EBITDAR, consistently below 5.0x during 2019-2020. InRetail Pharma: -- Total annual revenue in the PEN 7.2 billion to PEN7.9 billion range during 2019-2021; -- EBITDA margin trending to 10% by 2020; -- Cash position above PEN 500 million during 2019-2020; -- Positive FCF during 2019-2020; -- Net adjusted leverage (Net Adjusted Debt / EBITDAR) trending around 3.5x during 2019-2020; -- Interests and Rents coverage around 2.2x during 2019-2020; RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Net adjusted leverage, measured as total adjusted net debt to EBITDAR, consistently below 3.5x at InRetail Peru; -- Increased revenue and geographic diversification at InRetail Real Estate. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Net adjusted leverage, measured as total adjusted net debt to EBITDAR, consistently above 5.0x at InRetail Peru; -- Weak same-store sales and business trends at InRetail Pharma and/or Supermercados Peruanos S.A.; -- Increasing vacancy rates at InRetail Real Estate. INRETAIL REAL: Fitch Affirms 'BB+' Issuer Default Ratings --------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) of InRetail Real Estate Corp. at 'BB+'. Fitch has also affirmed the senior unsecured bond issued by InRetail Shopping Malls at 'BB+'. The Rating Outlook is Stable. The ratings reflect InRetail Real Estate's strong credit linkage with its parent company, InRetail Peru Corp. (InRetail Peru) and the consolidated credit profile of InRetail Peru and the solid business positions of its supermarket, pharmacy and shopping mall subsidiaries. The Stable Outlook reflects Fitch's expectation of deleveraging by InRetail Peru through 2020. KEY RATING DRIVERS Strong Parent/Subsidiary Credit Linkage: InRetail Real Estate's ratings incorporate the strong credit linkage of the company with its parent InRetail Peru, which manages and owns 100% of InRetail Real Estate S.A. (BB+/Stable; real estate business), 99.98% of Supermercados Peruanos S.A. (supermarket business) and 87.02% of InRetail Pharma (BB+/Stable). Fitch views these businesses as core and strategically important for InRetail Peru's business model. Fitch views the parent-subsidiary strategic and operational linkages among InRetail Peru and its subsidiaries as strong based on these entities' common management team and decision-making process, as well as the lack of restrictions in cash movements between them. This flexibility resulted in InRetail Real Estate extending a PEN402.5 million loan to InRetail Peru that was used to help InRetail Pharma acquire Quicorp in 2018. Manageable Parent Company Leverage: InRetail Peru's revenues, EBITDA, EBITDAR, and cash position in FY2018 were PEN12.2 billion, PEN1.2 billion, PEN1.5 billion and PEN663 million, respectively. The supermarket, pharma, and real estate businesses represented 29%, 45%, and 26%, respectively, of InRetail Peru's FY2018 total EBITDA. InRetail Peru's consolidated net adjusted debt/EBITDAR ratio was 4.5x during 2018, which was an increase from 2017 due to InRetail Pharma's $583 million acquisition of Quicorp. Fitch expects InRetail Peru to manage its net adjusted financial leverage so that this leverage metric trends below 4x by the end of 2020. InRetail Peru's deleverage is expected to result from synergies in the pharma business and from new real estate projects starting operations during the period. Largest Mall Company in Peru: InRetail Real Estate has the leading position in Peru's shopping malls industry. It also benefits from a stable and predictable cash flow generation and favorable industry fundamentals. InRetail Real Estate maintains a property portfolio of 21 owned shopping malls with 677,000 square meters (m2) of total gross leasable area (GLA) and annual tenant revenues of approximately USD1.5 billion as of March 31, 2019. InRetail Real Estate maintains an estimated 23% market share as measured by its participation in Peru's total GLA as of Dec. 31, 2018. Fitch views the company's market position in Peru's shopping mall industry as solid for the medium term. High Occupancy, Adequate Lease Duration: InRetail Real Estate's margins are stable and supported by its lease structure, with fixed-rent payments representing approximately 87% of total rental income. EBITDA margins are anticipated to remain stable at around 81% for 2019-2021. InRetail Real Estate maintained a high occupancy level of around 96% through 2015-2018. Its portfolio has satisfactory lease expiration dates, with about 8% and 7% of its portfolio (as a percentage of total GLA) expiring in 2019 and 2020, respectively. In addition, InRetail Real Estate's lease duration profile for its property portfolio averages about 19 years including anchor tenants and about six years excluding anchor tenants. Puruchuco Mall Opening in 2019: Fitch expects InRetail Real Estate to execute its capital expenditures (CapEx) plan, estimated at PEN 950 million, during 2019-2021. The capex plan includes the addition of approximately 150,000 m2 of GLA in new developments and expansions, as well as some strategic assets and land acquisitions. The development of the Puruchuco Mall, expected to open in 2019, is the main component of the CapEx plan. InRetail Real Estate's total annual EBITDA is forecast to reach around USD122 million by 2021, an increase of approximately 30% over its 2018 EBITDA of USD94 million. Leverage Peaking during 2019-2020: Fitch anticipates InRetail Real Estate's net adjusted debt/EBITDAR will peak at around 5.7x during 2019-2020 period as the company executes its expansion plan. InRetail Real Estate's net adjusted debt/EBITDAR ratio was 5.4x and 4.9x during FY2018 and LTM March 2019, respectively. After the CapEx plan execution, Fitch anticipates the company's net adjusted leverage will decline, reaching about 5x by 2021. The company's total unencumbered assets are valued at around PEN3.1 billion, resulting in unencumbered assets to unsecured debt ratio of 2.5x. Leverage at InRetail Real Estate is also manageable with the net loan to value at approximately 40% and total secured debt to total assets of below 10% during 20192021. Asset and Tenant Concentration Risk: InRetail Real Estate has a high asset and tenant concentration risk. Five malls represent approximately 50% of net revenues, and the company's tenant composition is concentrated with 10 of its most significant tenants representing approximately 42% of total annual rent revenue. This concentration is partially balanced by the solid credit quality of these tenants. Fitch does not expect the company's asset and tenant concentration risks to materially change in the short to medium term. Manageable FX Risk: InRetail Real Estate counterbalances its revenue-debt currency mismatch using hedge instruments. The company's total revenues are 85% denominated in local currency (Peruvian nuevo soles) while its total debt is 65% denominated in U.S. dollars. The company's main component in its debt structure is its USD350 million unsecured senior notes due in 2028. The company has hedge debt covering the principal amount only of its unsecured senior notes due in 2028. Fitch estimates depreciation of the local currency versus the U.S. dollar of 30% would not have a material effect on the company's credit metrics, as the use of hedge debt counteracts FX volatility. DERIVATION SUMMARY InRetail Peru's consolidated financial profile is a key credit driver for InRetail Real Estate's ratings due to the strong parent-subsidiary linkage. InRetail Peru is well-positioned relative to its regional peers in the Peruvian market due to its diversified business profile, with activities in food and pharmacy retail and shopping malls, as well as its solid competitive position in each business segment. Fitch considers InRetail Peru's scale and geographic diversification weaker than regional peers such as S.A.C. Falabella (BBB+/Stable), Cencosud S.A. (BBB-/Stable) and El Puerto de Liverpool, S.A.B. de C. (BBB+/Stable). Fitch views InRetail Peru's net adjusted leverage of 4.5x as weaker than Falabella's 3.8x and El Puerto de Liverpool's negative 0.1x and stronger than Cencosud's 4.8x as of Dec. 31, 2018. Fitch anticipates InRetail Peru to manage its net adjusted financial leverage (measured as net adjusted debt to EBITDAR ratio) in the 4.5x to the 3.5x range during 2019-2020, trending to levels around 3.5x by the end of 2020. Deleveraging is expected from increasing cash flow generation, resulting from synergies in the pharma business and from new real estate projects starting operations. InRetail Real Estate's ratings reflect an experienced and very well-positioned operator in the Peruvian mall industry with some tenant concentration, sound financial policies, and relatively smaller scale when compared with regional players. Fitch views InRetail Real Estate's credit metrics as solidly in the 'BB' rating category compared with regional peers. InRetail Real Estate's EBITDA margin was around 81% during 2017-2018, which Fitch considers strong compared with main participants in Latin America such as Fideicomiso Fibra Uno (BBB/Stable), BR Malls Participacoes S.A. (BB/Stable), Multiplan Empreendimentos Imobiliarios S.A. (AAA[bra]/Stable), and Parque Arauco S.A. (AA-[cl]/Stable). Those companies had EBITDA margins of 74.5%, 72.6%, 72.5%, and 75.8%, respectively, in 2018. InRetail Real Estate's leverage, measured as net adjusted debt/EBITDAR, is expected to remain around 5.5x during 2019, which Fitch views as adequate compared with regional peers. Fibra Uno, BR Malls, Multiplan, and Parque Arauco are expected to have net leverage of 5.4x, 3.0x, 2.4x and 5.8x, respectively, during the same period. KEY ASSUMPTIONS Fitch's Key Assumptions within Its Rating Case for the Issuer -- EBITDA margin around 81% in 2019-2021; -- Net adjusted leverage, measured as net adjusted debt/LTM EBITDAR, around 5.5x during 2019-2021; -- Negative FCF in 2019-2020 driven by high capital expenditures execution; -- Interest coverage (EBITDAR/interest + rent expenses) consistently around 2.6x during 2019-2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Net adjusted leverage, measured as total adjusted net debt to EBITDAR, consistently below 3.5x at InRetail Peru; -- Increased revenue and geographic diversification at InRetail Real Estate. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Net adjusted leverage, measured as total adjusted net debt to EBITDAR, consistently above 5.0x at InRetail Peru; -- Weak same-store sales and business trends at InRetail Pharma and/or Supermercados Peruanos S.A.; -- Increasing vacancy rates at InRetail Real Estate. INSIGNIA TECHNOLOGY: Hires Fox Rothschild as Special Counsel ------------------------------------------------------------ Insignia Technology Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Fox Rothschild LLP as general legal and government contracting counsel to the Debtor. Insignia Technology requires Fox Rothschild to: -- provide legal advice regarding bid protests, compliance with the Department of Veteran's Affairs and Small Business Administration's regulations; and -- provide analyses on the Federal Acquisition Regulation as applicable to various procurements. Fox Rothschild will be paid at these hourly rates: Doug Hibshman $525 P. Sean Milani-nia $500 Ronni Two $400 Kelsey O'Brien $340 Fox Rothschild is owed $15,904 for services provided to the Debtor prior to the Petition Date. Fox Rothschild will also be reimbursed for reasonable out-of-pocket expenses incurred. P. Sean Milani-nia, partner of Fox Rothschild LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fox Rothschild can be reached at: P. Sean Milani-nia, Esq. FOX ROTHSCHILD LLP 1030 15th Street NW, Suite 380 East Washington, DC 20005 Tel: (202) 461-3100 About Insignia Technology Services Insignia Technology Services, LLC -- https://insigniatechnology.com/ -- is a provider of information technology, software engineering, and instructional design and collaborative environments for its government and commercial clients. The Company specializes in full Systems Development Life Cycle support of complex, Enterprise-class IT systems running in mission-critical, high-availability environments. The company was founded in 2006 and is based in Newport News, Virginia with locations in Arlington, Virginia; North Charleston, South Carolina; St. Louis, Missouri; New Orleans, Louisiana; Clearwater, Florida; Boston, Massachusetts; and Denver, Colorado. Insignia Technology Services, LLC, based in Newport News, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50277) on March 2, 2019. In the petition signed by CEO Frederick P. O'Brien, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Stephen C. St. John oversees the case. The Debtor tapped Pillsbury Winthrop Shaw Pittman LLP, as bankruptcy counsel, and Fox Rothschild LLP, as general legal and government contracting counsel. INSIGNIA TECHNOLOGY: Hires Jones Blechman as Employment Counsel --------------------------------------------------------------- Insignia Technology Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Jones Blechman Woltz & Kelly, P.C., as employment legal counsel to the Debtor. Insignia Technology requires Jones Blechman to: -- address legal employment issues including employee claims and disputes, employee claims with administrative agencies such as the Equal Employment Opportunity Commission (EEOC) and the Office of Federal Contract Compliance Programs (OFCCP); and -- prepare employment agreements and policies, and preparation and analysis of affirmative action plans. Jones Blechman will be paid at these hourly rates: Robyn H. Hansen $400 Jennifer L. Muse $350 Jessica R. Peters $225 Judie Key $125 The Debtor inadvertently sent an unauthorized payment of $19,822.50 to Jones Blechman on March 14, 2019 for services rendered before the Petition Date. On or about May 7, 2019, Jones Blechman returned the inadvertent payment to the Debtor. Jones Blechman is owed $27,385 for services provided to the Debtor prior to the Petition Date. Jones Blechman will also be reimbursed for reasonable out-of-pocket expenses incurred. Robyn H. Hansen, a partner at Jones Blechman Woltz & Kelly, 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. Jones Blechman can be reached at: Robyn H. Hansen, Esq. JONES BLECHMAN WOLTZ & KELLY, P.C. 701 Town Center Drive, Suite 800 Newport News, VA 23606 Tel: (757) 347-2823 About Insignia Technology Services Insignia Technology Services, LLC -- https://insigniatechnology.com/ -- is a provider of information technology, software engineering, and instructional design and collaborative environments for its government and commercial clients. The Company specializes in full Systems Development Life Cycle support of complex, Enterprise-class IT systems running in mission-critical, high-availability environments. The Company was founded in 2006 and is based in Newport News, Virginia with locations in Arlington, Virginia; North Charleston, South Carolina; St. Louis, Missouri; New Orleans, Louisiana; Clearwater, Florida; Boston, Massachusetts; and Denver, Colorado. Insignia Technology Services, LLC, based in Newport News, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50277) on March 2, 2019. In the petition signed by CEO Frederick P. O'Brien, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Stephen C. St. John oversees the case. The Debtor tapped Pillsbury Winthrop Shaw Pittman LLP, as bankruptcy counsel, and Fox Rothschild LLP, as general legal and government contracting counsel. INSIGNIA TECHNOLOGY: Hires Katz Abosch as Forensic Accountant ------------------------------------------------------------- Insignia Technology Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Katz Abosch Windesheim Gershman & Freedman, P.A., as forensic and valuation accountant to the Debtor. Insignia Technology requires Katz Abosch to render forensic accounting, taxation, valuation and related financial services as staff to assist Verity, LLC, in its role as consulting expert. Katz Abosch will be paid at these hourly rates: Directors $325 to $450 Managers $250 to $325 Senior Consultants $175 to $250 Consultants $125 to $175 Analysts $85 to $125 Katz Abosch will be paid a retainer in the amount of $20,000. Katz Abosch will also be reimbursed for reasonable out-of-pocket expenses incurred. David T. Witherspoon, partner of Katz Abosch Windesheim Gershman & Freedman, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Katz Abosch can be reached at: David T. Witherspoon KATZ ABOSCH WINDESHEIM GERSHMAN & FREEDMAN, P.A. 9690 Deereco Road, Suite 500 Timonium, MD 21093 Tel: (410) 828-2727 About Insignia Technology Services Insignia Technology Services, LLC -- https://insigniatechnology.com/ -- is a provider of information technology, software engineering, and instructional design and collaborative environments for its government and commercial clients. The Company specializes in full Systems Development Life Cycle support of complex, Enterprise-class IT systems running in mission-critical, high-availability environments. The company was founded in 2006 and is based in Newport News, Virginia with locations in Arlington, Virginia; North Charleston, South Carolina; St. Louis, Missouri; New Orleans, Louisiana; Clearwater, Florida; Boston, Massachusetts; and Denver, Colorado. Insignia Technology Services, LLC, based in Newport News, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50277) on March 2, 2019. In the petition signed by CEO Frederick P. O'Brien, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Stephen C. St. John oversees the case. The Debtor tapped Pillsbury Winthrop Shaw Pittman LLP, as bankruptcy counsel, and Fox Rothschild LLP, as general legal and government contracting counsel. INTERFACE NETWORK: Hires Buddy D. Ford as Counsel ------------------------------------------------- Interface Network Systems, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A., as attorney to the Debtor. Interface Network requires Buddy D. Ford to: a. provide analysis of the financial situation and render advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advise the Debtor with regard to the powers and duties of the Debtor in the continued operation of the business and management of the property of the estate; c. prepare and file the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. represent the Debtor at the Sec. 341 Creditor's meeting; e. give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor in Possession in the continued operation of its business and management of its property; f. advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Guidelines and Reporting Requirements and with the rules of the Court; g. prepare, on behalf of the Debtor, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings; h. protect the interest of the Debtor in all matters pending before the court; i. represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. perform all other legal services for Debtor as Debtor-in- Possession which may be necessary. The firm's standard hourly rates are: Buddy D. Ford, Esq. $425 Sr. Associate Attorneys $375 Jr. Associate Attorneys $300 Paralegals $150 Jr. Paralegals $100 Buddy D. Ford will be paid a retainer in the amount of $23,000. Buddy D. Ford will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, partner of Buddy D. Ford, P.A., attests that his firm represents no interest adverse to Debtor or the estate in matters upon which it is to be engaged. The firm can be reached through: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@TampaEsq.com About Interface Network Systems Founded in 1998, Interface Network Systems, Inc. -- http://www.interface-networks.com/-- is a network cabling company based in Tampa, Florida. INS designs and installs various cable management solutions that provide structural support to organize, store and secure its clients' cabling. Interface Network Systems, based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04596) on May 15, 2019. In the petition signed by David J. Omlor, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as bankruptcy counsel to the Debtor. INTERNATIONAL SEAWAYS: Moody's Alters Outlook on B3 CFR to Stable ----------------------------------------------------------------- Moody's Investors Service changed the outlook of International Seaways, Inc. ("INSW") to stable from negative. Concurrently, Moody's affirmed INSW's B3 Corporate Family Rating (CFR) and the ratings of the guaranteed senior secured bank credit facilities (issued by International Seaways Operating Corporation, "ISOC"), including the Ba3 rating on the revolving credit facility due 2021 and B3 rating on the first-lien term loan due 2022, and of its senior unsecured notes due 2023 at Caa1. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating, denoting adequate liquidity, and assigned ISOC a stable outlook. RATING RATIONALE The outlook change to stable from negative reflects the expectation of moderately stronger credit metrics over the next year amidst stabilizing to improving fundamentals in the company's markets after a prolonged period of pricing pressure. It is also reflects the expectation that the company will maintain an adequate liquidity profile, supported by unrestricted cash balances of at least $60-$70 million and ample availability under the undrawn $50 million revolver. Free cash flow will however remain constrained by elevated capital spending needs for fleet upgrades in 2019, amidst more stringent environmental regulations for ballast water discharge and fuel emissions, but should turn positive over 2020 as the investments abate. The affirmation of the B3 rating reflects the company's relatively small size and high (albeit improved) financial leverage approximating 7x (Moody's adjusted), amidst highly cyclical and competitive markets and vulnerability to freight rate volatility given that a majority of its vessels trade in the spot market. Although the freight rate environment is showing signs of improvement and should lead debt-to-EBITDA leverage to around 6x into 2020, supply-demand imbalances remain. As well, the leverage level remains elevated for the company's business risk, noting that funded debt levels are sizeable following the aggressive pace of fleet renewals over the past two years. The fleet renewal strategy has improved average age by 3 years (to 8.7 years), helping the company to reduce maintenance costs and capitalize on better pricing for certain younger vessel classes when market conditions permit. The company's adequate liquidity profile and established position in its core petroleum transportation markets support the rating. The senior secured bank credit facilities share an all asset pledge. However, the senior secured revolver (rated Ba3) ranks ahead of the term loan (rated B3) because the revolver has a first-out claim on the assets and benefits from over-collateralization. The Caa1 rating on the senior unsecured notes reflects the relative position of this class of debt in priority of claim behind the company's senior secured liabilities in a default scenario. The ratings could be downgraded with a material deterioration in the liquidity profile or business conditions that lead to weaker than expected credit metrics, including FFO + Interest to Interest sustained below 2x or a lack of progress with reducing debt-to-EBITDA towards 6x. Debt financed acquisitions or shareholder-friendly initiatives that increase leverage would also drive downwards rating pressure. Upward ratings momentum could occur if INSW deploys its cash in a manner that would limit potential increases in debt, such as for fleet investments rather than shareholder returns. Improving market conditions that drive sustained growth in revenues and earnings with a financial profile that results in sustained FFO + Interest to Interest above 3x, stronger liquidity and a more conservative capital structure could also lead to an upgrade. Moody's took the following actions: Affirmations: Issuer: International Seaways, Inc. -- Corporate Family Rating, at B3 Senior unsecured bond due 2023, at Caa1 -- Senior Unsecured Shelf rating, at (P)Caa1 -- Speculative Grade Liquidity Rating, at SGL-3 Issuer: International Seaways Operating Corporation -- Senior Secured First lien Term Loan, at B3 -- Senior Secured First Lien Revolving Credit Facility, at Ba3 Outlook actions: Issuer: International Seaways, Inc. -- Outlook changed to stable from negative Issuer: International Seaways Operating Corporation -- Outlook assigned at stable International Seaways, Inc., a Marshall Islands corporation, is a leading provider of ocean-based transportation of crude oil and refined petroleum in the international market. It operates its business under two segments: international crude tankers and international product carriers. The company has a fleet of 48 vessels of varying classes, including ownership interests in 4 LNG carriers and 2 FSO vessels through joint venture partnerships. Total revenues were approximately $320 million as of the last twelve months ended March 31, 2019. IPS WORLDWIDE: Examiner Recommends Turnover of $12.5MM Funds ------------------------------------------------------------ Maria M. Yip, the Court appointed Examiner of IPS Worldwide, LLC, filed a third interim report. Since April 2, 2019, the Examiner's efforts have been focused on (a) serving as a resource for the Chapter 11 Trustee; (b) continuing the analysis of bank accounts; (c) establishing an organized depository of documents; and (d) assisting creditors with requests for information. At her Third Interim Report, the Examiner recommends for turnover of at least $12,536,114 to general account for the benefit of all creditors. To the extent the Court requires no additional reports, this Report shall serve as a Third and Final Report. A full-text copy of the Third Interim Report is available at https://tinyurl.com/yxfm25tw from PacerMonitor.com at no charge. About IPS Worldwide IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00511) on Jan. 25, 2019. In the petition signed by William Davies, president, the Debtor estimated assets of less than $50,000 and liabilities of $100 million to $500 million. The case is assigned to Judge Karen S. Jennemann. The Debtor tapped the Law Offices of Scott W. Spradley, P.A., as its bankruptcy counsel. IPS WORLDWIDE: Trustee Taps Moglia Advisors as Investment Advisor ----------------------------------------------------------------- Alex D. Moglia, the Chapter 11 Trustee of IPS Worldwide, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Moglia Advisors, as investment banking advisor to the Debtor. IPS Worldwide requires Moglia Advisors to: -- serve as interim manager; -- negotiate with vendors to cut costs; -- filter through the different entities owned in whole or in part by the Debtor; -- work to retain customers and help preserve the value of the Debtor; -- convert assets to cash with Court approval; -- advise the Trustee on restructuring, operational, financial, and investment banking matters; -- compile asset schedules and other analyses for prospective buyers; -- gather and disseminate relevant due diligence information to prospective buyers of the assets of the Debtor; -- seek higher and better offers to maximize the net proceeds from the sale of the above assets for the benefit of all creditors, under priorities set by bankruptcy and other relevant laws; and -- provide other tasks as agreed to with the Trustee and as approved by the Bankruptcy Court. Moglia Advisors will be paid at these hourly rates: Alex D. Moglia $450 MA Advisors $470 Jill Niese $380 Other Staffs $75 to $350 Moglia Advisors will also be reimbursed for reasonable out-of-pocket expenses incurred. Alex D. Moglia, president of Moglia Advisors, 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. Moglia Advisors can be reached at: Alex D. Moglia MOGLIA ADVISORS 1325 Remington Road, Suite H Schaumburg, IL 60173 Tel: (847) 884-8282 E-mail: amoglia@mogliaadvisors.com About IPS Worldwide IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00511) on Jan. 25, 2019. In the petition signed by William Davies, president, the Debtor estimated assets of less than $50,000 and liabilities of $100 million to $500 million. The case is assigned to Judge Karen S. Jennemann. The Debtor tapped the Law Offices of Scott W. Spradley, P.A., as its bankruptcy counsel, and Moglia Advisors, as investment banking advisor. J CREW GROUP: Incurs $16.2 Million Net Loss in First Quarter ------------------------------------------------------------ J.Crew Group, Inc., has filed with the U.S. Securities and Exchange Commission on May 29, 2019, its quarterly report on Form 10-Q reporting a net loss of $16.23 million on $578.50 million of total revenues for the 13 weeks ended May 4, 2019, compared to a net loss of $33.92 million on $540.45 million of total revenues for the 13 weeks ended May 5, 2018. As of May 4, 2019, the Company had $1.75 billion in total assets, $3.04 billion in total liabilities, and a total stockholders' deficit of $1.28 billion. Selling, general and administrative expenses were $189.8 million, or 32.8% of revenues, compared to $200.8 million, or 37.2% of revenues in the first quarter last year. This year includes transformation, transaction and severance costs of $6.4 million and a benefit of $6.0 million related to the lease termination payment in connection with the Company's corporate headquarters relocation. Last year includes transformation, transaction and severance costs of $6.5 million. Excluding these items, selling, general and administrative expenses were $189.4 million, or 32.7% of revenues, compared to $194.3 million, or 36.0% of revenues, in the first quarter last year. Operating income was $22.1 million compared with an operating loss of $0.9 million in the first quarter last year. Adjusted EBITDA increased $11.4 million, or 31%, to $48.3 million from $36.9 million in the first quarter last year. Michael J. Nicholson, interim chief executive officer, commented, "We are encouraged by the meaningful progress we have made in the first quarter, reporting a 31% increase in adjusted EBITDA driven by continued momentum at Madewell and the early impact of our swift actions to improve profitability at J.Crew. As we look ahead, we are optimistic about our plans to reignite the J.Crew Brand with new designs, assortments and brand expressions, and remain steadfast in our commitment towards achieving Madewell's long-term growth potential as a leading global brand." Cash and cash equivalents were $30.2 million compared to $36.0 million at the end of the first quarter last year. Inventories increased 21% to $418.0 million from $345.3 million at the end of the first quarter last year. Total debt, net of discount and deferred financing costs, was $1,704.2 million compared to $1,711.4 million at the end of the first quarter last year. Additionally, there were $215.8 million of outstanding borrowings under the ABL Facility, with excess availability of $94.7 million, at the end of the first quarter this year. As of May 29, 2019, there were outstanding borrowings of approximately $198 million under the ABL Facility, with excess availability of approximately $113 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/29n9kK About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of May 29, 2019, the Company operates 195 J.Crew retail stores, 132 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and 173 factory stores (including 41 J.Crew Mercantile stores). J.Crew Group reported a net loss of $120.07 million for the year ended Feb. 2, 2019, compared to a net loss of $123.19 million for the year ended Feb. 3, 2018. As of Feb. 2, 2019, the Company had $1.22 billion in total assets, $2.49 billion in total liabilities, and a total stockholders' deficit of $1.27 billion. JAGUAR HEALTH: Eliminates More Than $6.4 Million in Secured Notes ----------------------------------------------------------------- Jaguar Health, Inc., has extinguished all of the approximately $6.4 million in secured promissory notes that were outstanding as of Dec. 31, 2018, which notes the Company originally issued to Chicago Venture Partners L.P. in July 2017 through March 2018. The Company accomplished this reduction in indebtedness through the issuance of approximately 27,717,914 shares of common stock, at an average price of approximately $0.23 per share, to CVP pursuant to exchange agreements entered into between the Company and CVP from January through May 2019. "We're very pleased to have retired this debt obligation to CVP in full," stated Lisa Conte, president and chief executive officer of Jaguar. "This reduction of the Company's liabilities is a welcome development as we continue to focus on our planned clinical and commercial milestones and value recognition for our important assets and pipeline opportunities, which include our commercial product, Mytesi, launched directly into the specialty market for people living with HIV/AIDS, and our deep pipeline of potential follow-on opportunities for this first-in-class anti-secretory agent, crofelemer." About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of March 31, 2019, Jaguar Health had $40.66 million in total assets, $24.86 million in total liabilities, $9 million in series A convertible preferred stock, and $6.79 million in total stockholders' equity. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAZZ ACQUISITION: Moody's Hikes CFR to B3, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded its ratings for Jazz Acquisition, Inc., including the Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. Concurrently, Moody's assigned B2 ratings to the new first lien senior secured revolver and term loan and a Caa2 rating to the new second lien senior secured term loan. Ratings on existing indebtedness will be withdrawn upon close of the transaction. The outlook is stable. RATINGS RATIONALE The upgrade reflects expectations of an improving and a more stable operating profile as well the benefits from the proposed recapitalization that will result in a longer-dated capital structure that improves financial flexibility. The upgrade also recognizes Wencor's recent sales and earnings growth and consistent generation of funds from operations (CFO before capex) and Moody's expectation that the company will continue to generate healthy levels of funds from operations going forward. The upgrade is predicated on the proposed extension of Wencor's existing capital structure, particularly the revolving credit facility. An inability to extend maturities would create downward rating pressure. The B3 corporate family rating reflects Wencor's modest size, mixed track record of operating performance and high financial leverage. Pro forma debt-to-EBITDA (after standard adjustments) of about 7x is weakly positioned for the rating. This leaves little room for error in execution for a company that has in the past encountered operational challenges and mixed financial results, although Moody's notes that recent operating performance has been good. Moody's also recognizes the value-proposition of Wencor's business model that provides cost savings opportunities to its airline customer base as well favorable aerospace fundamentals that should support moderate levels of topline and earnings growth. Wencor's reliance on aerospace aftermarkets, which tend to be less cyclical than OEM markets, as well as the complementary nature of its PMA, repair and distribution businesses, also add support to the rating. The stable outlook reflects the favorable backdrop for commercial aerospace markets as well as expectations of steady operating performance that should support a predictable operating profile. The stable outlook also reflects Moody's expectations that there will be no material litigation over the next 12 to 24 months. Moody's expects Wencor to maintain adequate liquidity over the next 12 months. The company has no near-term principal obligations, minimal mandatory amortization requirements ($4 million per annum) and modest cash balances (pro forma cash of $2 million as of Q1 '19). Wencor has a consistent track record of positive free cash generation and Moody's expects FCF-to-Debt in the low single-digits during 2019 and that growth to the mid-single-digits should be achievable thereafter. External liquidity is provided by a $75 million revolving credit facility that expires in 2024. The facility is expected to contain a springing senior secured first lien leverage test of 7.75x that comes into effect with the greater of $26.25 million or more than 35% of outstanding commitments. Moody's anticipates comfortable compliance with the covenant to the extent it comes into effect. The ratings would likely be downgraded if debt-to-EBITDA was expected to remain above 8x. A weakening of Wencor's liquidity such that FCF-to-debt was expected to be flat/negative, or a growing reliance on external sources of financing, or a potential breach of financial covenants, could all result in a ratings downgrade. Significant execution issues or weakened operating performance involving EBITDA margins declining to the low-teens would also result in downward rating pressure. In the event that there was litigation that was expected to have a materially negative impact on Wencor's liquidity and/or credit profile then ratings would likely face downward pressure. The ratings could be upgraded if debt-to-EBITDA was anticipated to be sustained below 6.0x. Any upgrade would be predicated on the expectation that the company would not pursue leveraging transactions such as dividend distributions or debt-financed acquisitions. Strong execution across the company's three business lines, along with maintenance of a good liquidity profile including FCF-to-Debt at least in the mid-single-digits and near full availability on the revolver, would also be prerequisites for consideration of any prospective upgrade. The following summarizes Moody's rating actions: Issuer: Jazz Acquisition, Inc. Corporate Family Rating, upgraded to B3 from Caa1 Probability of Default Rating, upgraded to B3-PD from Caa1-PD $75 million first lien senior secured revolver due 2024, assigned B2 (LGD3) $405 million first lien term loan due 2026, assigned B2 (LGD3) $125 million second lien term loan due 2027, assigned Caa2 (LGD5) $65 million first lien revolving credit facility due 2019, no action - to be withdrawn at close $375 million first lien term loan due 2021, no action - to be withdrawn at close $155 million second lien term loan due 2022, no action - to be withdrawn at close Outlook, Stable Jazz Acquisition, Inc. designs, repairs and distributes highly-engineered aftermarket components primarily for commercial airline and maintenance, repair and overhaul customers. Headquartered in Peachtree City, Georgia and majority-owned by private equity firm Warburg Pincus, the company generated about $440 million of revenue for the twelve months ended March 2019. JIM PARKER: Seeks to Hire Susan B. Hersh as Counsel --------------------------------------------------- Jim Parker Farms, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Susan B. Hersh, P.C., as counsel to the Debtor. Jim Parker requires Susan B. Hersh to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Susan B. Hersh will be paid at the hourly rate of $350. The Debtor incurred prepetition charges for services rendered and expenses incurred, including the Chapter 11 filing fee, and was paid prepetition, in the amount of $2,592. As of the Petition Date, the Debtor has paid a retainer, which is being held in the IOLTA account of Susan B. Hersh to cover a portion of the fees and expenses to be incurred in connection with the Chapter 11 case, in the amount of $ 9,408. Susan B. Hersh will also be reimbursed for reasonable out-of-pocket expenses incurred. Susan B. Hersh, partner of Susan B. Hersh, 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. Susan B. Hersh can be reached at: Susan B. Hersh, Esq. SUSAN B. HERSH, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 503-7070 Fax: (972) 503-7077 E-mail: susan@susanbhershpc.com About Jim Parker Farms Jim Parker Farms, LLC, based in Yantis, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-70125) on May 6, 2019. In the petition signed by Zachary D. Parker, managing member, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. Susan B. Hersh, P.C., serves as bankruptcy counsel to the Debtor. KAR AUCTION: Moody's Confirms B1 CFR After IAA Separation --------------------------------------------------------- Moody's Investors Service confirmed KAR Auction Services, Inc. credit ratings, including the B1 Corporate Family Rating and B1-PD Probability of Default Rating, the Ba2 senior secured rating and the B3 senior unsecured rating. Moody's also affirmed the SGL-1 Speculative Grade Liquidity rating. The rating action assumes that approximately $1.2 billion in proceeds from the separation of IAA Spinco Inc.'s salvage business, which is expected to close in June 2019, will be used to pay down KAR's senior secured pre-payable debt. Ratings could be further changed in the event the debt pay down does not materialize as expected. With the rating actions, Moody's has concluded the rating review initiated in March 2018. The outlook was revised to stable. Confirmations: Issuer: KAR Auction Services, Inc Probability of Default Rating, Confirmed at B1-PD Corporate Family Rating, Confirmed at B1 Senior Secured Bank Credit Facility, Confirmed at Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Confirmed at B3 (LGD5) Affirmations: Issuer: KAR Auction Services, Inc Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: Issuer: KAR Auction Services, Inc Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE KAR's B1 CFR reflects the capital structure and business profile pro forma for the separation of its salvage auction business, which is expected to close in June 2019. After the separation, KAR's operating segments will comprise its whole car auction business and its dealer floorplan financing segment. KAR will receive a $1.2 billion dividend from IAA upon closing, which Moody's expects will be used entirely to reduce KAR's pre-payable term loan debt. In 2018, IAA contributed approximately to 35% of KAR's revenue and 38.5% of KAR's Adjusted EBITDA. Without the contribution from IAA, KAR is left with very high pro forma leverage above 5.5x (Moody's adjusted including securitization debt, 3.0x excluding the securitization) despite the expected debt reduction. Historically, KAR's leverage has been closer to 5.0x and the elevated level at closing weighs on the credit. The reduction in revenue diversification, lower profitability and heightened exposure to economic cycles are credit negative and position KAR weakly in the B1 rating category. Moody's expects management to right-size capital distributions to the diminished scale and cash flow capacity, in line with the historical 45-50% of free cash flow (per management's definition) target. Shareholder-friendly financial policies will result in sustained leverage around 5.5x over the next 12-24 months. Margins will remain under pressure from investments in TradeRev and new online capabilities. KAR's credit profile benefits from its still relatively large scale with $2.4 billion of pro forma revenue in 2018. The company's leading #2 market position in the North American used vehicle auction services industry, after #1 player Cox-Manheim, benefits from deep established relationships with dealers and institutional sellers. KAR has good growth prospects over the next 12 months but it faces challenges to adapt to an evolving market. Top line growth from core physical auctions will slow down after 2019 as a result of less favorable off-lease historical trends, which are fairly predictable, partially offset by new online channels and increased ancillary services. KAR continues to invest in TradeRev and other online channels, which pressures margins in the near term but positions the company against increasing digital disruption. Moody's expects KAR will continue to pursue online and international acquisitions that could increase leverage and pressure ratings. KAR's senior secured credit facilities are rated Ba2 with a loss given default assessment of LGD2. The debt instrument ratings reflect KAR's B1-PD Probability of Default Rating and expected loss for individual instruments. The senior secured term loan and revolver are rated Ba2, two notches above KAR's B1 Corporate Family Rating, reflecting their seniority to the $950 million senior unsecured notes, which are rated B3 with a loss given default assessment of LGD5, two notches below the CFR. KAR Auction Services, Inc. is the borrower of credit facilities and issuer of senior notes. Borrowings under the credit facilities are secured by a first priority security interest in substantially all assets of KAR Auction Services, Inc. and subsidiary guarantors. The credit facilities and senior notes are guaranteed by parent KAR LLC and material domestic direct and indirect subsidiaries of the borrower (excluding AFC Funding Corporation, the securitization vehicle). The SGL-1 Speculative Grade Liquidity rating reflects KAR's very good liquidity, including $241 million of cash balance as of March 31, 2019, a $350 million revolving credit facility with $223 million available capacity as of March 31, 2019, and estimated free cash flow to debt between 3-6% over the next 12-24 months (Moody's adjusted, assuming the dividend will be right-sized to the pro forma company after the IAA separation per management's policy). The stable outlook reflects its expectation over the next 12-24 months for mid-single-digit revenue growth, EBITDA margins above 20%, decreasing leverage trending towards 5.0x and free cash flow to debt above 3.0% (all credit metrics Moody's adjusted). The ratings could be upgraded if Moody's expects KAR will be able to sustain strong organic growth above mid-single-digit rates, proving the deceleration in off-lease volumes can be offset with new revenue streams, and Moody's expects management's financial policies will be balanced, allowing total debt to EBITDA (Moody's adjusted including securitization debt) to be sustained under 4.5x and free cash flow above 7.5% of total debt. The ratings could be downgraded if KAR experiences weaker than expected growth and margin pressure as a result of increased competition and online trends that challenge the business model. The ratings could also be downgraded if Moody's expects leverage will be sustained above 6.0x, free cash flow to debt will be sustained below 3.0% or Moody's anticipates aggressive financial policies or large debt-financed acquisitions. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. KAR Auction Services, Inc. is a leading provider of vehicle auction services in North America. The company provides whole car auction services and through its wholly-owned subsidiary, Automotive Finance Corporation, provides short-term financing to independent dealers. KAR provides physical and online whole car marketplaces where sellers and buyers transact, and also facilitates ancillary services to market participants such as transportation, reconditioning, key cutting and other services. KAR is expected to complete the spin-off of its salvage auction business in June 2019. Pro forma, KAR generated $2.4 billion in revenues in 2018. KIRTAN LLC: Seeks to Hire McIntyre Thanasides as Counsel -------------------------------------------------------- Kirtan LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A., as counsel to the Debtor. Kirtan LLC requires McIntyre Thanasides to: a. render legal advice with respect to Debtor's powers and duties as debtor-in-possession, the continued operation of its business and the management of its property; b. prepare on behalf of Debtor any necessary petitions, motions, applications, answers, orders, reports, and other legal papers; c. appear before the Bankruptcy Court and the U.S. Trustee to represent and protect the interests of the Debtor; d. take all necessary legal steps to confirm a proper plan of reorganization; e. represent the Debtor in all adversary suits, contested matters and matters involving administration of the bankruptcy case; f. represent the Debtor in any negotiations with potential financing sources and prepare contracts, security instruments, or other documents necessary to obtain financing; g. take any necessary action to recover any voidable transfers and to avoid any liens against Debtor's property obtained within ninety (90) days of the filing of the petition in Chapter 11 and at a time when Debtor was insolvent; h. enjoin or stay any and all suits against the Debtor affecting the debtor-in-possession's ability to continue in business or affecting property in which the Debtor has equity; and i. perform all other legal services that may be necessary for the proper preservation and administration of the Chapter 11 case. McIntyre Thanasides will be paid based upon its normal and usual hourly billing rates. Prior to the petition date, McIntyre Thanasides received a retainer in the amount of $10,000. McIntyre Thanasides will also be reimbursed for reasonable out-of-pocket expenses incurred. James W. Elliott, name partner at the firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McIntyre Thanasides can be reached at: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI GUITO & MATTHEWS, P.A. 500 E. Kennedy Blvd., Suite 200 Tampa, FL 33602 Tel: (813) 223-0000 Fax: (813) 899-6069 E-mail: james@mcintyrefirm.com About Kirtan LLC Kirtan LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-03719) on April 23, 2019, disclosing under $1 million in both assets and liabilities. McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A., led by James W. Elliott, is the Debtor's counsel. KW1 LLC: Seeks to Hire Roussos & Barnhart as Co-Counsel ------------------------------------------------------- KW1, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Roussos & Barnhart, PLC, as co-counsel to the Debtor. KW1, LLC, requires Roussos & Barnhart to resolve claims against the estate by negotiation or adversary proceedings as circumstances may dictate, and pursue new financing for the Debtor as well as matters ancillary to those tasks. Roussos & Barnhart will be paid at these hourly rates: Robert V. Roussos $400 Kelly M. Barnhart $375 Roussos & Barnhart received a retainer of $3,500 from the Debtor's principal, Kevin Sims, of which $2,735 has been applied to work performed and the balance to be applied towards costs to be expended and services to be rendered incident to the representation of the Debtor. The firm will be paid an additional retainer of $4,000. Roussos & Barnhart will also be reimbursed for reasonable out-of-pocket expenses incurred. Kelly M. Barnhart, name partner at the firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Roussos & Barnhart can be reached at: Kelly M. Barnhart, Esq. ROUSSOS & BARNHART, PLC 500 E. Plume Street, Suite 503 Norfolk, VA 23510 Tel: (757) 622-9005 About KW1, LLC KW1, LLC, is privately held company in Virginia Beach, Va., that primarily operates in the land clearing contractor business. KW1 filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-73923) on Nov. 6, 2018. In the petition was signed by Kevin Sims, managing member, the Debtor disclosed total assets of $9,182,001 and liabilities of $3,227,453. The case is assigned to Judge Frank J. Santoro. The Debtor tapped McCreedy Law Group, PLLC, led by Greer W. McCreedy, II, as counsel, and Roussos & Barnhart, PLC, as co-counsel. KWOR ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating and a B3-PD probability of default rating to KWOR Acquisition, Inc. (a holding company for Worley Claims Services, LLC, together with its affiliates, Worley), a US provider of claims management services. Moody's has also assigned ratings to the new credit facility that Worley is issuing in connection with a pending buyout of the company sponsored by private equity firm Kohlberg & Co. The financing arrangement includes first-lien credit facilities rated B2 and a second-lien credit facility (unrated). Proceeds from the offering, plus an equity contribution from Kohlberg & Co, will fund the purchase of Worley from Aquiline Capital. The parties expect the transaction to close in the second quarter of 2019, subject to closing conditions and regulatory approvals. The outlook for Worley is stable. RATINGS RATIONALE According to Moody's, Worley's ratings reflect its position as a leading US claims management services company with a national field adjusting platform and good EBITDA margins and cash flows. The company has a relatively stable customer base with high switching costs, providing field and desk top adjusting, desktop review and managed repair services primarily to property and casualty insurers that sell homeowners policies. Worley has a national footprint with 16 US locations and 900 employees plus access to an adjuster network of over 4,000 independent contractors. These strengths are offset by aggressive financial leverage, modest interest coverage, and insurance carrier concentration where the top three customers account for about half of the company's 2018 revenues. Given the company's business concentration in homeowners claims, Worley's revenues and earnings are subject to fluctuations in claims volumes due to both ordinary and catastrophic events. Other challenges include the company's limited scale relative to other rated insurance servicers as well as potential liabilities arising from errors and omissions, a risk inherent in professional services. Following the transaction, Moody's estimates that Worley's pro forma debt-to-EBITDA will be above 7x, with (EBITDA - capex) coverage of interest between 1.5x and 2x and a free-cash-flow-to-debt ratio in the low-to-mid single digits. These pro forma metrics include Moody's adjustments for operating leases and certain non-recurring revenues and costs (e.g., normalized catastrophes). The stable outlook reflects Moody's expectation that Worley will reduce leverage below 7x over the next year and generate organic growth, supplemented by tuck-in acquisitions. Factors that could lead to an upgrade of Worley's ratings include: (1) debt-to-EBITDA ratio declining below 5.5x, (2) (EBITDA - capex) coverage of interest exceeding 2x, (3) free-cash-flow-to-debt ratio exceeding 5%, and (4) ability to diversify carrier concentration risk. The following factors could lead to a downgrade of Worley's ratings: (1) revenue decline, (2) debt-to-EBITDA ratio remaining above 7x, (3) (EBITDA - capex) coverage of interest below 1.2x, (4) free-cash-flow-to-debt ratio below 2%. Moody's has assigned the following ratings (and loss given default (LGD) assessments) to KWOR Acquisition, Inc.: -- Corporate family rating at B3; -- Probability of default rating at B3-PD; -- $50 million five-year senior secured first-lien revolving credit facility at B2 (LGD3); -- $300 million seven-year senior secured first-lien term loan at B2 (LGD3); -- $50 million seven-year senior secured first-lien delayed draw term loan at B2 (LGD3). The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Fishers, IN, Worley is a provider of outsourced claims management services in the US. In addition to its core field adjusting services, Worley also provides desk adjusting, desk top review and managed repair services. In 2018, Worley generated total GAAP revenues of $315 million. LA VINAS MD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: L.A. Vinas, M.D., P.A. 550 South Quadrille Bouelvard, #100 West Palm Beach, FL 33401 Business Description: L.A. Vinas, M.D., P.A. owns plastic surgery, med spa & skin care centers. It offers breast augmentation, body contouring, liposuction, breast lift, face lift, gynecomastia, tummy tuck, facial, and butt lift services. The Company previously sought bankruptcy protection on April 17, 2017 (Bankr. S.D. Fla. Case No. 17-14765). Chapter 11 Petition Date: May 29, 2019 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 19-17065 Judge: Hon. Erik P. Kimball Debtor's Counsel: Dana L. Kaplan, Esq. KELLEY & FULTON, PL 1665 Palm Beach Lakes Blvd #1000 W Palm Beach, FL 33401 Tel: 561-491-1200 Fax: 561-684-3773 E-mail: dana@kelleylawoffice.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Luis A. Vinas, M.D., 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/flsb19-17065.pdf LAVERNE TOEDTLI: Trustee's $540K Sale of Vancouver Property Okayed ------------------------------------------------------------------ Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western District of Washington authorized Russell D. Garrett, the Chapter 11 trustee for debtors Laverne Ernest Toedtli and Irene Doris Toedtli, to sell the real property located at 15704 NE Fourth Plain Blvd. Vancouver, Washington, to Dr. Steven Hoppman and Dr. Jennifer Recore for $540,000, cash, or to any other party on the same or better terms. The application for realtors' commission of 6% to the realtors Trevor Sosky of Keller Williams Commercial and Jeff Uusitalo and Christine Dunn of Keller Williams Realty, as the Trustee's real estate agent is approved, which sum will be shared with the Buyers' real estate agent, Paige Kelsey of Keller Williams, directly from closing, for a total real estate commission of $32,400 (6%). The Trustee, through his closing agent, is authorized to pay all costs of sale, including commissions, real property taxes, escrow fees, title insurance, and other authorized costs, and that the escrow company selected by the Trustee, Cascade Title Company of Clark County, Inc., is authorized to close the sale of this property and is authorized to act as the Trustee's disbursing agent for purposes of closing and paying all other approved closing fees, costs of sale including realtors’ commissions, escrow fees, title transfer fees, pro-rated real property taxes, title insurance cost and recording fees associated with the sale, and will distribute the remainder to Russell D. Garrett, Chapter 11 Trustee, with such liens and encumbrances retaining their relative state court priority in the proceeds transferred to the Trustee. The remainder of the funds transferred to the Trustee will be held by the Trustee subject to further order of the Court. About Laverne Toedtli Laverne Ernest Toedtli and Irene Doris Toedtli filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 12-47526) on Nov. 2, 2012. Russell D. Garrett is the duly appointed Chapter 11 Trustee in the case. The confirmed Chapter 11 plan provides for the sale of the Debtors' personal property. The Debtors have not claimed an exemption in the property to be sold. The Trustee employed James G. Murphy Co. as an auctioneer. The Trustee can be reached at: Russell D. Garrett JORDAN RAMIS, P.C. 1499 SE Tech Center Place, Suite 380 Vancouver, Washington 98683 Telephone: 360-567-3900 Facsimile: 360-567-3901 LD INTERMEDIATE: Moody's Puts Caa1 CFR Under Review for Upgrade --------------------------------------------------------------- Moody's Investors Service placed the ratings of LD Intermediate Holdings, Inc.'s (dba "KLDiscovery" or "KLD") under review for upgrade, including its Caa1 Corporate Family Rating (CFR), Caa1-PD Probability of Default Rating (PDR), B3 senior secured first lien credit facility rating (revolver and term loan), and Caa3 second lien term loan. The rating action follows the announcement that KLD has entered into a definitive merger agreement with Pivotal Acquisition Corp. ("Pivotal"), a publicly traded special purpose acquisition company (SPAC). If the transaction closes as expected, KLD will become a wholly-owned subsidiary of the publicly traded company and will use a portion of $230 million in escrowed funds raised from a January 2019 SPAC offering to repay approximately $136 million of debt, fund $75 million of cash to the balance sheet, and pay deal related fees. KLD plans to use the cash on the balance sheet to fund organic growth and a targeted M&A strategy. The deal values KLD at anticipated enterprise value of approximately $800 million. The transaction anticipates that The Carlyle Group LP and Revolution Growth (current KLD sponsors) will roll their entire existing equity and will retain a majority ownership in the combined company. Subject to shareholder and regulatory approvals and customary other closing conditions, the transaction is expected to close in the third quarter of 2019. RATINGS RATIONALE The review for upgrade acknowledges that the proposed transaction should meaningfully improve KLD's leverage and liquidity. Moody's review will focus on the new company's ability to reduce debt, improve credit metrics and generate liquidity. This will address Moody's current concern regarding the sustainability of KLD's capital structure. The review will also consider KLD's financial policy, expectations for future operational and financial prospects, and its ability to grow the business both organically and via acquisitions of other legal e-discovery service providers. Should the transaction close as expected, Moody's expects KLD's liquidity and financial profile to improve such that its ratings could be upgraded by one to two notches. Moody's expects to conclude the review concurrent with the closing of the transaction. On Review for Upgrade: Issuer: LD Intermediate Holdings, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Caa1 Probability of Default Rating, Placed on Review for Upgrade, currently Caa1-PD Senior Secured 1st Lien Bank Credit Facility, Placed on Review for Upgrade, currently B3 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Placed on Review for Upgrade, currently Caa3 (LGD5) Outlook Actions: Issuer: LD Intermediate Holdings, Inc. Outlook, Changed to Rating Under Review from Negative McLean, VA-based KLDiscovery provides electronic-discovery services to corporations and law firms. The company generated approximately $300 million in revenues for the trailing twelve months ending March 31, 2019. KLDiscovery is majority-owned by The Carlyle Group LP following the December 2015 leveraged buyout and does not publicly disclose financial information. LEXMARK INT'L: Fitch Hikes LT Issuer Default Rating to B- --------------------------------------------------------- Fitch Ratings has upgraded Lexmark International Inc.'s Long-Term Issuer Default Rating (IDR) to 'B-' from 'CCC+'. Additionally, Fitch has upgraded Lexmark's senior notes to 'B-'/'RR4'. The Rating Outlook is Stable. The upgrade reflects that Lexmark has obtained a commitment to refinance its outstanding public bonds maturing in March 2020. Since Fitch downgraded Lexmark to 'CCC+' in March 2018, the company has largely executed to plan, stabilizing its business, improving liquidity and ultimately addressing its current maturity. Additionally, the company announced the selection of a 28-year company veteran as CEO, addressing continued leadership turnover since the LBO in 2016. Amortization step-ups over the course of 2019 through 2021 could pressure Lexmark's future liquidity position, although Fitch expects the company will pursue refinancing over the near to intermediate term. While capital market access, execution, and macroeconomic risks abound, Fitch believes these are appropriately reflected in the 'B-' IDR. KEY RATING DRIVERS March 2020 Senior Notes: Lexmark has disclosed it entered into a non-cancellable commitment letter with China CITIC Bank Corporation Limited, Guanzgzhou Branch (CITIC) to refinance $339.1 million of the senior notes maturing March 15, 2020. The commitment addresses a near-term maturity concern and provides an additional runway for the company to execute on its strategic growth initiatives. Fitch had placed Lexmark on Positive Watch in March 2019 after Lexmark's disclosure that it was in negotiation with various financial institutions to refinance the notes. Liquidity: While the committed refinancing addresses Lexmark's near-term liquidity needs, the structure of the loan due to 2023 includes amortization payments that step up significantly over the course of 2020 to 2022. Combined with escalating amortization payments associated with Lexmark's LBO acquisition term loans, this underscores the need for Lexmark to refinance its acquisition debt following the maturity of its 2020 notes in order to avoid a liquidity deficit in 2021. Fitch believes Lexmark will ultimately be able to obtain refinancing assuming operational performance is sustained and credit markets remain healthy. Operational Stabilization: Q1 revenue declined 5%, although Fitch continues to expect Lexmark to achieve stable revenue in 2019. Lexmark has undertaken additional restructuring actions over the past year helping to improve operating EBITDA margins both on a year over year and sequential basis. Fitch projects Lexmark will increase its operating EBITDA margin by approximately 3 points in 2019. Beyond 2019, management expects to grow through lower end products, increased placements in China, and increased installed based productivity. Should Lexmark be able to deliver on these initiatives it would represent upside to Fitch's base rating case. Management Turnover: On May 21, 2019, Lexmark announced that its board had selected Allen Waugerman as president and CEO effectively immediately. Mr. Waugrman has been with Lexmark since 1991 and has been leading the company's management team since the departure of the former CEO. Fitch believes the appointment of an internal candidate with significant tenure significantly reduces the risk of further management turnover. The two prior CEOs each departed after around a year on the job. While execution risk remains in Lexmark's strategy, Fitch expects stable, experienced leadership to materially reduce the risk. DERIVATION SUMMARY Lexmark is materially smaller on a revenue basis than its closest direct peers HP Inc. (BBB+/Stable) and Xerox Corporation (BB/Rating Watch Negative). Lexmark is also smaller than other printer companies including Canon, Ricoh, Fuji Xerox, Epson, and Brother. Lexmark's operating EBITDA margin is more than 7 points below Xerox but roughly 1 point above HP, owing to HP's lower margin PC business. Lexmark's printing revenue profile has been challenged, although it has stabilized its business more effectively at present than Xerox. Lexmark's business model appears sustainable over the intermediate term given its market position. The company's strategy to increase hardware placements and leverage its owner's relationships and capacity in China offers the potential to offset secular declines, which Fitch views as an upside to its conservative base rating case. However, Fitch continues to see meaningful execution risk, albeit reduced to the extent management turnover is reduced. Lexmark's rating remains limited by its refinancing risk and associated liquidity positions. However, the company has obtained a non-cancellable commitment to refinance its 2020 senior notes mature March 15. Addressing the near-term refinancing risk in conjunction with maintaining an appropriate liquidity profile will allow Lexmark to pursue its growth initiatives. Escalating term loan amortization both for acquisition debt associated with Lexmark's LBO as well as the TLB tranche to refinance the 2020 notes will pressure Lexmark's liquidity in 2021 absent refinancing. Fitch believes Lexmark's operational stabilization and continued execution of strategic initiatives, and stable leadership should ultimately enable the company to refinance its capital structure. However, uncertainty over market access and potential macro concerns in 2020 and 2021 are potential limiting factors that could weigh on the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Our Rating Case for the Issuer - Approximately flat revenue growth in 2019 and then low single-digit thereafter. - Three points of operating EBITDA margin expansion in 2019 reflecting restructuring and held constant over the forecast period. - Sufficiency of balance sheet cash to meet operational needs over the course of 2019. - Successful execution of commitment to refinance 2020 senior notes. - Lexmark is ultimately able to refinance its acquisition debt on economic terms. The recovery scenario assumes the enterprise value of Lexmark is maximized in a going concern scenario versus liquidation. Going concern EBITDA is assumed to be $150 million, which is approximately equal to an average of the 2018 and 2017 operating EBITDA results. This figure is consistent with the assumption used at the time of Fitch's downgrade in March 2018. Lexmark's 2017 EBITDA of $40 million reflected a host of one-off factors related to channel inventory in addition to stresses in Lexmark's core business. While Fitch's 2019 operating EBITDA forecast is rough twice the assumed going concern figure, the going concern EBITDA is subject to much uncertainty given the overall installed base erosion that Lexmark has experienced over many years. The recovery multiple of 5x at the lower end of the 5x to 6x recovery multiple ranges seen in technology reorganizations, reflecting the balance of Lexmark's brand, market position, and IP with the secular challenges faced by printing hardware manufacturers such that Fitch believes is unlikely to command a significant valuation premium to potential acquirers. Lexmark was acquired at an EV multiple of approximately 9x. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Solid expectations that acquisition debt can be financed on economic terms well in advance of expected liquidity strains associated with amortization step ups in 2021. - Evidence of successful execution of strategic initiatives such that revenue and margin exceed Fitch's conservative base case expectations. - Total adjusted debt to operating EBITDAR expected to be sustained at 5x or below. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Inability to refinance acquisition debt in a timely fashion relative to amortization step ups. - A substantial worsening of near-term operating performance relative to Fitch's expectations. - Deterioration of FCF profile or liquidity such that payment default risk becomes material. - Total adjusted debt to operating EBITDAR expected to be sustained at 6x or above. LEXMARK INT'L: Moody's Affirms B3 CFR & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Lexmark International, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 senior secured debt ratings. The outlook was revised to stable from negative reflecting the new $339 million term loan commitment from the company's lead bank, China CITIC Bank Corporation, which is earmarked to refinance the March 2020 notes just prior to their maturity. The new term loan commitment reduces the overhang from the looming note maturity while easing near-term liquidity pressures. RATINGS RATIONALE The B3 Corporate Family Rating reflects Moody's expectation for continued growth in adjusted EBITDA over the next 12 months supported by the rebound in high margin supplies revenue since the beginning of 2018. "Consistent with operating results for 1Q2019, Moody's expects modest revenue declines in FY2019 will be more than offset by double-digit percentage EBITDA gains reflecting the extension of cost cuts completed last year. Moody's expects the company to generate mid single-digit percentage adjusted free cash flow to debt contributing to adjusted leverage in the low 5x range at FYE 2019, compared to just under 6.0x at FYE 2018," said Carl Salas, Moody's Senior Credit Officer. Lexmark has a good market position in its core printing business within the mature global distributed printing and imaging industry, particularly in the Americas and parts of Europe; however, the company has suffered from the global shift to digital documents resulting in lower demand for the company's printing products. Over time, double-digit revenue gains in emerging markets, particularly in China, will support revenue stability. Lexmark still needs to address the near term expiry of $200 million drawn under two of its three revolvers ($100 million expiring November 2019 and another $100 million expiring January 2020). In the event these revolvers are not extended or refinanced, the company has sufficient liquidity to repay these fully drawn revolvers as they come due given current cash balances of roughly $200 million. Moody's expects the company will generate sufficient cash flow to meet scheduled amortization payments under its existing term loan ($64 million in 2019 and $128 million 2020) plus incremental amortization under the new $339 million term loan. Required term loan amortization contributes to improving leverage which we expect will be less than 5.0x (Moody's adjusted) over the next 12 months and better positions the company to refinance existing credit facilities. Lexmark's liquidity is adequate over the next four quarters with a good portion of excess cash balances and free cash flow expected to repay $200 million of revolver borrowings outstanding coming due over the next 8 months, if not refinanced, and stepped up term loan amortization. Moody's expects continued tight management of spending on working capital and capital expenditures (manufacturing is largely outsourced). The stable outlook reflects improved trends in Lexmark's high margin supplies revenue combined with the new $339 million term loan commitment from its lead bank to refinance the senior secured notes due March 2020. Despite the challenges that Lexmark faces related to the persistent contraction in printed pages, declining demand for printer equipment and supplies in most regions, and intense competition, Moody's expects EBITDA and free cash flow to continue to rebound from their significant drop in 2017. Ratings could be upgraded upon repayment of the March 2020 notes and if the company is able to demonstrate sustained improvement in its printer hardware installed base and consistent growth in supplies revenue. An upgrade would also require adjusted EBITDA margins remaining in the mid double-digit percentage range and expectations that adjusted total debt to EBITDA will continue to improve which will better position the company for the refinancing of its term loans. Ratings could be downgraded if supplies revenues reverse the growth trend established in 2018, or if equipment revenue declines accelerate to the mid single-digit percentage range. Ratings could also be downgraded if the company is not able to track expectations for EBITDA and free cash flow growth over the next 12 months. Rating actions: Issuer: Lexmark International, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Notes, Affirmed B3 (LGD3) Outlook action: Issuer: Lexmark International, Inc. Outlook: Revised to Stable from Negative Based in Lexington, KY, Lexmark is a global developer and manufacturer of laser printer, multifunction devices, and associated consumable supplies for the enterprise as well as small and medium-sized business markets. In November 2016, an Asian consortium acquired Lexmark in a $3.6 billion leveraged buyout. Moody's expects revenues to approach $2.6 billion over the next 12 months. LGO TRANSPORT: Seeks to Hire Eric Ollason as Counsel ---------------------------------------------------- LGO Transport and Produce, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Office of Eric Ollason, as counsel to the Debtor. LGO Transport requires Eric Ollason to: a) provide the Debtor with legal advice and assistance as to their powers and duties as debtor-in-possession in the continued operation of their affairs; b) provide legal advice and assistance to the Debtor as is necessary to preserve and protect assets, to arrange for a continuation of the working capital and other financing, to prepare all necessary applications, answers, orders, reports and other legal documents; c) appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; d) negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; and e) provide other legal services as may be necessary during the course of the bankruptcy proceedings. will be paid based upon its normal and usual hourly billing rates. Eric Ollason will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric Ollason, a partner of the Law Office of Eric Ollason, 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. Eric Ollason can be reached at: Eric Ollason, Esq. LAW OFFICE OF ERIC OLLASON 182 North Court Tucson, AZ 85701 Tel: (520) 791-2707 About LGO Transport and Produce LGO Transport and Produce LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 19-05423) on May 2, 2019, disclosing under $1 million in both assets and liabilities. The Law Office of Eric Ollason, led by Eric Ollason, is the Debtor's counsel. LITTLE SPOON: Taps Transworld Business as Broker ------------------------------------------------ Little Spoon Enterprises LLC received approval from the U.S. Bankruptcy Court for the District of Maryland to hire Transworld Business Advisors as its broker. The firm, through its managing partner Jerry Elliot, will assist the Debtor in the sale of its assets used to operate its restaurant business located at 11481 Berry Road, Waldorf, Md. Transworld will be paid the sum of $3,500 from the proceeds of the sale. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. About Little Spoon Enterprises Little Spoon Enterprises LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-13014) on March 8, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Lori S. Simpson. Cohen, Baldinger & Greenfeld, LLC is the Debtor's counsel. LOUISIANA CONTAINER: Hires William E. Hughes as Accountant ---------------------------------------------------------- Louisiana Container Company, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ William E. Hughes, Jr., CPA APC, as accountant to the Debtor. Louisiana Container requires William E. Hughes to: -- assist the Debtor in the preparation and filing of the tax returns; and -- assist in the analysis of various financial documents and the handling of other accounting duties in this case. William E. Hughes 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. William E. Hughes, partner of William E. Hughes, Jr., CPA APC, 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. William E. Hughes can be reached at: William E. Hughes WILLIAM E. HUGHES, JR., CPA APC 1815-B Military Hwy Pineville, LA 71360 Tel: (318) 443-5444 About Louisiana Container Co Louisiana Container Company, Inc., is a manufacturer of steel containers operating out of a 43,000-square-foot assembling facility in Alexandria, La. It assembles containers specifically tailored to meet the requirements of its customers. Louisiana Container Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 19-80368) on April 14, 2019. At the time of the filing, the Debtor disclosed $1,315,639 in assets and $1,382,484 in liabilities. The case is assigned to Judge John W. Kolwe. The Law Office of Thomas R. Willson is the Debtor's counsel. LOVESTER'S LLC: Seeks to Hire Keller Williams as Real Estate Agent ------------------------------------------------------------------ Lovester's LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire a real estate agent. In an application filed in court, the Debtor proposes to employ Keller Williams Realty Brentwood in connection with the sale of its real property located at 1437 Cabrillo Ave., Los Angeles. David Acosta, the firm's broker who will be providing the services, disclosed in court filings that he has no interest in the property and in the Debtor's bankruptcy case. The firm can be reached through: David Acosta 6006 N. Mesa, Suite 110 El Paso, TX 79912 Phone: 310-310-9411 Email: david@david-acosta.com About Lovester's LLC Lovester's LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a property in Los Angeles, having a liquidation value of $2.42 million. Lovester's sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-02257) on April 19, 2019. At the time of the filing, the Debtor disclosed $2,717,000 in assets and $3,133,313 in liabilities. The case is assigned to Judge Christopher B. Latham. Speckman Law Firm is the Debtor's counsel. MANHATTAN JEEP: Confirmation Objections Overruled, Plan Confirmed ----------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the District of New York issued a decision confirming the amended plan of liquidation of Debtors Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive, LLC, after finding that they have established that the Plan meets the requirements for confirmation, and after overruling the objections to confirmation filed by the trustees of Local 868 Pension Fund (the "Fund") and by the New York City Department of Finance ("Department"). According to the Fund, Section 1125 of the Bankruptcy Code requires debtors to prepare a disclosure statement that will explain the relevant terms of a plan of reorganization to creditors. In this case the draft disclosure statement was made available for comment or objection by parties in interest. No party in interest objected to the proposed disclosure statement. The Court entered an Order that approved the disclosure statement on March 20, 2019, and the final version of the disclosure statement was filed on March 21, 2019 and mailed to creditors. The Fund noted that the Debtors had amended their statements of financial affairs to reflect the fact that three insiders had filed proofs of claim based on loans they had made. The Fund objected that the Debtors might not have sufficient incentive to pursue objections to such claims. The Fund's counsel then questioned the Debtors' witness about the insiders' claims. After such questioning the Fund's counsel acknowledged that the Fund was not aware of any ground to object to the claims and that the Fund had no objection to confirmation of the Plan based on the insider claims. The Fund has made another "best interests" objection: namely, it contends that the failure of the Plan to subordinate "penalty" claims means that general unsecured creditors (including the Fund with respect to its $2,994 allowed claim against Manhattan Jeep) will not receive distributions under the Plan that are at least equal to the distributions they would have received in a chapter 7 case, because the penalty claims would be subordinated in a chapter 7 case. The disclosure statement estimated that general unsecured creditors of Manhattan Jeep would receive distributions that could reach 40% of their allowed claims, though the estimate provided at the Confirmation Hearing (which no party challenged) was that recoveries are likely to be approximately 30%. If the assets available for distribution to Manhattan Jeep's creditors were to be reduced by $160,000 in a chapter 7 case, then the recovery percentages for those creditors in a chapter 7 liquidation could not equal or exceed 30% unless the subtraction of penalty claims were to reduce the amount of claims that were entitled to share in a distribution by $533,333 or more ($160,000 divided by .3). At a recovery percentage of 40% there would have to be more than $400,000 of penalty claims ($160,000 divided by .4) in order for a chapter 7 recovery to exceed a chapter 11 recovery. The amount of penalty claims that have been filed are far less than those amounts, so the different treatment of penalty claims in a chapter 7 liquidation would not result in a higher recovery for other general unsecured creditors. Accordingly, the treatment of penalty claims under the Plan cannot and does not create a "best interests" issue and does not violate the terms of section 1129(a)(7). The New York City Department of Finance objected to provisions of the proposed Plan that it believed could limit the Department's rights to complain, or to hold people accountable, for the manner in which they responded to the Department's requests for further information regarding taxes that were owed. The simple answer to the Department's objection is that section 11.2, by its terms, does not even purport to modify, release or affect in any way any rights or remedies that the Department may have with respect to the handling of tax audits or responses to the Department's requests for information. The objection therefore has no merit. A full-text copy of the Decision dated May 15, 2019, is available at https://tinyurl.com/y59h9eul from PacerMonitor.com at no charge. Attorneys for Debtors are Eric Snyder, Esq., and Eloy A. Peral, Esq., at Wilk Auslander, in New York. Attorneys for the Fund: John H. Byington III, Esq. ARCHER, BYINGTON, GLENNON & LEVINE LLP One Huntington Quadrangle, Suite 4C10 Melville, NY 11747 About Manhattan Jeep Manhattan Jeep Chrysler Dodge, Inc., is a family-owned and operated car dealer based in New York. Manhattan Jeep offers a collection of both new and used cars to customers in Manhattan, Queens, the Bronx, and surrounding areas. The Company also offers car services including oil changes and engine and transmission repairs. It also provides state inspections and free body shop estimates and sells vehicle parts. Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive, L.L.C., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10657 and 18-10661) on March 9, 2018. In the petitions signed by Patrick Monninger, president of Manhattan Jeep, Manhattan Jeep estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities and Manhattan Automotive estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The cases have been assigned to Judge Michael E. Wiles. Eric J. Snyder, Esq., at Wilk Auslander LLP, is the Debtor's counsel. MATTEL INC: Fitch Affirms 'B-' LongTerm Issuer Default Rating ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (LT IDR) of Mattel, Inc. at 'B-'. Furthermore, Fitch has upgraded Mattel's senior unsecured nonguaranteed notes to 'B'/'RR3' from 'CCC+'/'RR5' due to a pro rata claim on Mattel's unencumbered assets and the assets of non-guarantor subsidiaries. The Rating Outlook is Negative. Mattel's 'B-' IDR and the Negative Outlook reflect execution risk in stabilizing revenue and growing EBITDA from depressed levels. Mattel continues to face revenue pressures at Fisher-Price, Thomas and Friends and American Girl, which collectively generated approximately $1.5 billion or 30% of total gross revenue in 2018. EBITDA at $267 million in 2018, excluding $182 million of charges related to restructuring, integration, asset impairment, and the Toys R Us bankruptcy, and $278 million in 2017 is significantly down from the $900 million levels in 2015/2016 and FCF remains materially negative. Fitch estimates EBITDA would need to grow to $450 million for Mattel to become FCF breakeven. This would require low-single-digit sales growth and gross margin improvement as cost savings subside in 2021. The company's LTM gross leverage (debt/EBITDA) is highly elevated at 9x and there is some refinancing risk with $600 million of aggregate non-guaranteed unsecured debt due in 2020-2021, though the company has the capacity to issue guaranteed debt to refinance these maturities, similar to the 2018 refinancing of $0.5 billion in maturities. Fitch withdrew the short-term IDR and commercial paper rating of 'B' since the company terminated its CP program. KEY RATING DRIVERS Challenged Execution: Mattel's net revenue has steadily declined from a peak of $6.5 billion in 2013 to $4.9 billion in 2017 and $4.5 billion in 2018. Fitch believes the company has been unable to effectively evolve its product portfolio commensurate with changes in children's play patterns. Children are increasingly digitally-oriented and marginally less interested in traditional toys. The industry is also challenged by the phenomenon of children, particularly girls, outgrowing traditional toys at a younger age, with a greater interest in consumer electronics, beauty, sports, and social media. Relative to Mattel, Hasbro has more successfully responded to these changes through brand storytelling and creating digital experiences and revenue streams to support its portfolio's customer relevance and create additional sales opportunities. Fitch estimates Mattel's net revenue declined 7.0% at constant currency in 2018 compared with an 11% decline in 2017, due to ongoing execution issues exacerbated by the Toys R Us bankruptcy. The significant sales disruption caused by Toys R Us' (TRU) bankruptcy filing in September 2017 and ultimate liquidation of the U.S business in March 2018 is no longer a material headwind for Mattel post-first-quarter 2019 (1Q19). Mattel's net sales in the first quarter of 2019, albeit the seasonally weakest quarter, increased 1% YoY at constant currency, the company's first YoY increase since the second quarter of 2017, despite an estimated 1% negative impact associated with the TRU bankruptcy. Mattel's 1Q19 growth spanned both domestic and international markets on a constant currency (CC) basis, increasing 5% and 4%, respectively, led by Barbie and Hot Wheels power brands and initial sales of Toy Story 4 products ahead of its U.S. theatrical release on June 21, 2019. However, growth in domestic and international markets was almost fully offset by a 31% decline in American Girl at CC. Mattel's goal of regaining top-line growth in the short-to-medium-term may prove challenging in the absence of improving performance at Fisher-Price, Thomas and Friends and American Girl, which collectively generated approximately $1.5 billion, or 30.1% of total gross revenue in 2018, and declined 16.9% and 12.0% on a constant currency basis in 2018 and 1Q19, respectively. The company previously anticipated Fisher-Price revenue would stabilize in the second half of 2019 due to new product launches, but Fitch believes the recall of the Fisher-Price Rock 'n Play Sleeper in 1Q19, which will reduce Fisher-Price revenue by $35 million-$40 million in 2019, and the negative publicity regarding the recall may make it more difficult to stabilize the brand's revenue in the near term. Adequate Near-Term Liquidity: As of March 31, 2019, Fitch estimates Mattel's liquidity totaled approximately $1.1 billion and consisted of $380 million of cash and equivalents and estimated $650 million to $670 million of availability (defined as borrowing base less outstanding borrowings and letters of credit) under its $1.6 billion senior secured revolving credit facilities due June 1, 2021. The $1.6 billion credit facilities consist of a $1.31 billion asset-based lending facility, subject to borrowing base capacity, and a revolving credit facility with $294.0 million in aggregate commitments secured by certain fixed assets and intellectual property of the U.S. Borrowers and certain equity interests in various subsidiaries of Mattel, subject to borrowing base capacity. The facilities are secured by the inventory and accounts receivable of its large subsidiaries in developed markets and the certain U.S. fixed assets and intellectual property. The net book value of the accounts receivable and inventory currently pledged as collateral under the senior secured revolving credit facilities was approximately $900 million per Mattel's 2018 10-K, which equates to approximately 60% of total working capital assets ($900/total AR of $970 million and Inventory of $543 million) as of Dec. 31, 2018. Fitch assumes 60% of Mattel's total inventory and accounts receivable as a proxy for available collateral going forward and assumes 60% is available from a borrowing base perspective after adjusting for net orderly liquidation value and applicable advance rates against the NOLV. Fitch further assumes the $294 million of the fixed asset and IP facility is well collateralized and fully available at all times. Given FCF expectations of negative $130 million in 2019 and flat to modestly positive thereafter, Fitch expects excess liquidity after seasonal borrowings and letters of credit to remain in the $600 million-$700 million range in 2019/2020. Inability to access financial markets to refinance upcoming maturities or material shortfall in EBITDA could materially affect liquidity. The company's sizable upcoming debt maturities, consisting of $250 million of senior unsecured bonds due on Oct. 1, 2020 and $350 million due on Aug. 15, 2021, execution risk, demand headwinds associated with incremental U.S. tariffs that may be implemented in mid-to-late June, and/or deteriorating economic conditions could adversely affect Mattel's business, thereby pressuring liquidity. Under its covenants, Mattel currently has the capacity to issue guaranteed debt to refinance these maturities, similar to the 2018 refinancing of $0.5 billion in maturities. Significant Leverage: The company's LTM gross leverage (debt/EBITDA) is highly elevated at 9x, although Fitch projects leverage will decline to 8x in 2019, based on EBITDA of approximately $375 million versus $267 million in 2018, driven by cost savings from the company's structural simplification initiative. Assuming low single-digit top line growth, gross margin expansion and stable selling, general and administrative expenses (SG&A) in 2020 as cost savings moderate, Fitch expect EBITDA to trend toward the mid-to-high $400 million range and for leverage to improve to 6.5x assuming current debt levels. Structural Simplification Strengthens Profitability: Mattel's structural simplification cost savings program has helped offset the sales and gross profit decline in 2018, yielding EBITDA of $267 million, excluding $182 million of charges related to restructuring, integration, asset impairment, and the Toys R Us bankruptcy, essentially flat with EBITDA of $278 million in 2017. Mattel initiated its structural simplification cost savings program in the third quarter of 2017 and expects to exceed $650 million in cost savings by 2020 by reducing manufacturing complexity and organizational headcount as well as optimizing advertising spend. Mattel realized $372 million of cost savings in 2018, on track to exceed $200 million of incremental cost savings in 2019, partially offset by $100 million of strategic investments. During the first quarter of 2019, Mattel announced a capital-light initiative to optimize its manufacturing footprint via sale or consolidation, increase the productivity of its plant infrastructure, and achieve additional supply chain efficiencies. The company has yet to disclose the incremental savings and costs associated with its capital-light initiative, but benefits are not expected until 2020. Renewed Tariff Risk: Deteriorating U.S. and China trade negotiations reintroduced significant uncertainty regarding tariffs, which would have a material adverse impact on the toy industry, given the significant volume of toy products manufactured in China that likely would be subject to a 25% U.S. tariff. President Trump increased the tariff rate on $200 billion worth of Chinese imports (list three) to 25% from 10%, which doesn't include traditional toys. Fitch expects the financial impact on Mattel associated with the higher tariffs on list three products to be immaterial. However, Trump has started legal proceedings necessary to add 25% tariffs to the $300 billion of Chinese products sold in the U.S., including toys. If list four as contemplated on May 10th is implemented, certain Mattel toy lines will be affected. The overall toy industry will be adversely affected if 25% tariffs are applied to all China imports, including toys, since it raises prices on a broad variety of consumer products, thereby reducing consumer discretionary spending, including toys. Less than two-thirds of Mattel's sales are derived from toys manufactured in China compared with 85% of all toys sold in the U.S., according to the Toy Industry Association of America. Mattel's China exposure is greater than Hasbro (BBB+/ Stable), which derives 60% of net sales from products sourced from China. Mattel's tariff risk is mitigated by the fact that the majority of Hot Wheels and Barbie products, Mattel's fastest growing brands, and many Fisher-Price products are manufactured outside of China. Significant and Increasing Customer Concentration: In 2018, Mattel's two largest customers, Walmart and Target collectively accounted for approximately 34% of net sales following the liquidation of TRU. Walmart and Target represented 23.7% and 10.0% of Mattel's revenue, respectively, in 2018. The company's ten largest customers accounted for approximately 49% of net sales in 2018 compared with 47% in 2017. DERIVATION SUMMARY Mattel's 'B-' IDR and the Negative Outlook reflect execution risk in stabilizing revenue and growing EBITDA from depressed levels. Mattel continues to face revenue pressures at Fisher-Price, Thomas and Friends and American Girl, which collectively generated approximately $1.5 billion or 30% of total gross revenue in 2018. EBITDA of $267 million in 2018, excluding $182 million of charges related to restructuring, integration, asset impairment, and the Toys R Us bankruptcy, and $278 million in 2017 is significantly down from the $900 million levels in 2015/2016 and FCF remains materially negative. Fitch estimates EBITDA would need to grow to $450 million for Mattel to become FCF breakeven. This would require low-single-digit sales growth and gross margin improvement as cost savings subside in 2021. The company's LTM gross leverage (debt/EBITDA) is highly elevated at 9x and there is some refinancing risk with $600 million of aggregate non-guaranteed unsecured debt due in 2020-2021, although the company has the capacity to issue guaranteed debt to refinance these maturities, similar to the 2018 refinancing of $0.5 billion in maturities. Mattel is one of the largest companies in the approximately $90 billion global toy industry, generating revenue of $4.5 billion in 2018, similar to other leading players including Hasbro Inc. (BBB+/Stable), The Lego Group, and Bandai Namco Holdings, which generate annual revenue of $4.6 billion-$5.5 billion. Hasbro's operating results have been significantly less volatile than Mattel's; with revenue increasing at a five-year CAGR of 2.3% through 2018 compared with a 7% decline at Mattel in the same period. Hasbro's revenue growth is attributed to its successful focus on brand extensions and product innovation, and entertainment licensing wins, such as its takeover of the Disney princess license from Mattel beginning in 2016. Hasbro's gross leverage was 2.2x at year-end 2018 and is forecast to range between 1.6x and 2.0x through 2022 compared with Mattel's leverage of nearly 11x at year-end 2018 and forecast range of 5.6x-7.8x through 2022. Hasbro's liquidity position is also significantly stronger supported by consistent positive FCF generation and nearly $1.2 billion of cash and equivalents. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenue growth is forecast to be nearly flat at constant currency in 2019, but declined 2.3% on an as reported basis due to negative FX. Fitch expects year-over-year revenue growth at constant currency to moderate in second-half 2019 due to lost revenue from the Fisher-Price Rock 'n Play Sleeper recall and more difficult year-over-year comparisons for Barbie and Hot Wheels. -- Fitch assumes revenue is relatively flat through 2020 and grows 1% and 2% in 2021 and 2022, respectively, assuming slowing, but continued growth in Barbie, Hot Wheels and licensed entertainment brands, stabilization of the Fisher-Price brand, offset by continued weak revenues at Thomas and Friends and American Girl. -- Operating EBITDA is forecast to increase to $374 million (8.4% margin) in 2019 compared with $267 million (5.9% margin) in 2018 primarily due to Mattel's structural simplification cost savings partially offset by inflation pressures. Operating EBITDA is projected to increase to approximately $465 million (10.5% margin) in 2020, assuming top line growth and gross margin improvement. Annual declines in SG&A are expected to moderate in 2020 but the gross margin will benefit from the implementation of a capital-light asset model. -- Capex is sustained between $150 million-$160 million through the forecast. -- FCF is expected to be negative $123 million in 2019 and flat to modestly negative thereafter. -- The $250 million and $350 million of senior non-guaranteed unsecured notes maturing in 2020 and 2021, respectively, are assumed to be refinanced with guaranteed unsecured notes. -- Gross leverage (total debt/operating EBITDA) is forecast to decline to 7.8x in 2019 compared with 10.9x in 2018 and decline to mid-6x in 2020, assuming flat debt balances. Fitch's assumptions do not factor in potential incremental tariffs that could be enacted in 2019. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Stabilization of the Outlook -- Fitch could stabilize Mattel's Rating Outlook given improved confidence in the company's ability to meet or exceed the current base case forecast and refinance upcoming maturities. Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A positive rating action could result if the pace of EBITDA rebound well exceeds Fitch's current base case of approximately $0.5 billion by 2020, yielding increased comfort in the company's turnaround prospects and ability to generate sustainable positive FCF and demonstrate the ability to refinance ongoing debt maturities in a timely fashion. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A negative rating action could be caused by weaker than expected results, which increase refinancing risk as Mattel approaches 2020/2021 maturities. Liquidity concerns stemming from ongoing negative FCF and reduced borrowing capacity would also be a concern. MATTRESS PAL: U.S. Trustee Forms 3-Member Committee --------------------------------------------------- The U.S. Trustee for Region 21 on May 29 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Mattress Pal Holding, LLC. The committee members are: (1) Comcast Cable Communications Management, LLC Warren Fiihr Vice President and General Manager 12 Greenway Plaza, #1000 Houston, TX 77046 Tel: 713-341-8901 Email: warren_fiihr@comcast.com (2) Principal Life Insurance Company Casey A. Miller Managing Director 711 High Street Des Moines, IA 50392 Tel: 515-235-5315 Email: miller.casey@principal.com (3) Southpark Cinco Ranch, LLC Ernest Bell Vice President & Associate General Counsel One Indpendent Drive, Suite 114 Jacksonville, FL 32202 Tel: 904-598-7685 Email: ernstbell@regencycenters.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Mattress Pal Holding Mattress Pal Holding, LLC, is a Florida limited liability company that operates retail stores that sell mattresses and related products. Mattress Pal Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02247) on April 7, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case has been assigend to Judge Cynthia C. Jackson. The Debtor is represented by Andrew Kamensky, Esq., at Navarro McKown. MEYERS STERNER: U.S. Trustee Objects to Plan Confirmation --------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, objects to confirmation of the Chapter 11 Plan of Reorganization and final approval of Disclosure Statement of Meyers-Sterner Industries, Inc. The U.S. Trustee objects to final approval of the Disclosure Statement because the Debtor fails to provide adequate information necessary for parties to make a meaningful decision on whether to accept or reject the Plan, specifically, the Disclosure Statement: -- Fails to include financial information including historical details and financial projections for the post-confirmation period. -- Fails to include details regarding the sale process and the anticipated costs of such transactions under the various options of liquidation. In addition, the U.S. Trustee objects to confirmation of the Plan for the following reasons: -- The Plan proposes treatment of ad valorem taxes in Class 3 that violates of Section 1129(a)(9)(C); -- The Plan lacks information or estimates with respect to the Class 1 claimants’ for administrative expenses. The Court-approved professionals have not yet filed fee applications. -- The Plan does not appear to be "fair and equitable." For example, the equity holders in Class 7 remain unimpaired and will presumably enjoy the additional benefit of the cancellation of the note owed to the Debtor, despite Class 7's position as junior to other impaired classes. -- The Plan fails to indicate how the Debtor will afford its ongoing expenses until assets are sold, including the costs of insurance and professionals. About Meyers-Sterner Industries Meyers-Sterner Industries, Inc., manages a real investment property located at 818 9th St. E., Glencoe, Minnesota. Meyers-Sterner Industries filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-08047) on Dec. 31, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Seldon J. Childers, Esq., at ChildersLaw LLC. NATURA COSMETICOS: Fitch Puts BB Rating on Watch Neg Amid Avon Deal ------------------------------------------------------------------- Fitch Ratings has placed Natura Cosmeticos S.A.'s ratings on Negative Watch following the company's announced plan to acquire Avon Products, Inc. (Avon; Issuer Default Rating B+/Negative). On May 22, 2019, Natura announced that it had reached an agreement with Avon Products, Inc. to acquire Avon through in an all-share merger. Natura Holding S.A. (Natura & Co) will become the new holding company for the group and will wholly own Natura and Avon shares. Once the transaction is complete, 76% of Natura & Co will be held by Natura's existing shareholders and the remaining 24% by Avon's shareholders. The Negative Watch reflects the execution risks associated with the integration of these businesses, challenges to improve profitability against a dynamic and changing landscape, and higher than anticipated medium-term refinancing risks. On a pro forma basis, Fitch estimates Avon's EBITDA represents around 39% of the combined entity. Natura is still working on the turnaround of The Body Shop (TBS), a EUR1 billion debt-funded acquisition completed in late 2017. Like TBS, Avon is a very large and complex global company with declining reps/volumes; FX risk is high due to its emerging market concentration. Avon and Natura have high exposure to declining direct sales business, which is an additional negative consideration, as they attempt to switch to an omni-channel strategy. The transaction is mostly equity financed and does not materially impact Natura's consolidated leverage profile. On a pro forma basis, Fitch expects Natura's debt adjusted debt/EBITDAR to reach 4.5x, excluding IFRS 16 impact. It represents an increase from the 4.0x ratio as of 2018 and threatens to inhibit the company's goal of reaching 3.5x by 2020, which is a threshold for the company's 'BB' rating. Incorporating USD150 million of synergies, the pro forma adjusted leverage would drop to 3.9x. Natura's access to medium- to long-term funding will be another key to reducing near-term ratings downgrade pressure. This transaction significantly increases business scale (2018 pro forma revenues USD9.1 billion), enhances the company's consultants base, product portfolio and market presence in Latin America. In addition, it should allow Natura to leverage its existing business platform (manufacturing, distribution centers and logistics), which could lead to operating and financial synergies. Natura expects around USD150 million-250 million in synergies, but has mentioned that it will need to reinvest part of these savings in digital and social selling, R&D and brand initiatives, which are key drivers of business and brand sustainability. KEY RATING DRIVERS High Execution Risks: Natura will face challenges as it attempts to digest Avon's global operation outside of Latin America (47% of revenues), which has been pressured by declining active reps and sales volumes in complex markets such as Russia. The timing of this transaction is not ideal, as the company continues to work on the turnaround and integration of TBS and a digital transformation. Both TBS and Avon have large businesses in regions/markets where Natura does not operate, and TBS operates primarily through traditional retail operations. Positively, Natura has been showing some improvement in TBS margins during the last few quarters with EBITDA margins expected in the 10%-11% range during 2019, an increase from 8.4% in 2016. Weak Results: Avon's business has been under intense pressure. During the 2018, its EBITDA margin was 6.6%, a decline compared with its average of 10% between 2014 and 2018. In comparison, Natura had a 14% margin in 2018 and a 17% average EBITDA margin between 2014 and 2018. The purchase of Avon will slightly improve the company's geographic diversification. Brazil represents the bulk of Natura's current operations and accounts for 45% of revenues and 55% of EBITDA generation; this compares with 68% and 74%, respectively during 2016, before the acquisition of TBS. Brazil and Argentina represent 45% of Avon's operating profit, while Europe, the Middle East and Africa accounts for 39%, North Latin America, 10%, and Asia/Pacific approximately 6%. Strong Natura Brand: Natura has shown a favorable track record and business position in the Cosmetics, Fragrances and Toilette (CF&T) sector in Brazil and Latin America due to its strong brand value and recognition, large operating scale, and extensive direct sales structure. Natura has historically had a solid capital structure with solid liquidity position. The global, but small operations of the premium brand Aesop, as well as the ongoing positive turnaround of TBS, are also incorporated into the ratings. New Industry Dynamics: The CF&T industry is attractive due to its resilience throughout economic cycles. Nevertheless, there is a new business dynamic in the market, which is bringing more volatility to results and altering traditional business models. With the channel shifting toward e-commerce and specialty stores, direct sales and traditional consumer companies are facing intense competition from multi-national beauty giants that have implemented omni-channel strategies, as well as smaller, nimbler, fast-growing companies. To compete against this challenging backdrop, Natura will not only have to manage two large integration projects, but maintain a strong pipeline of innovation to compete in the fast changing beauty trends and digitalize to engage more directly with end consumers. Challenge to Deleverage: The Avon transaction will likely postpone Natura's deleveraging efforts until 2021. Excluding IFRS 16 impacts, Fitch expected Natura's net adjusted leverage, measured by net adjusted debt/ EBITDAR to move toward 3.6x during 2019 prior to this transaction. Once the transaction is approved, pro forma leverage would increase to around 4.2x-3.7x by 2020, depending on synergy gains. Fitch's leverage calculation includes adjustments related to operating lease rentals. Fitch expects dividends to fall to the minimum required by Natura's bylaws (30%) as the company seeks to lower its leverage. Higher Refinancing Risks: Natura will face a combined amount of USD2.1 billion of bond coming due until 2023 plus the USD500 million of preferred shares at Avon. Natura has announced a bridge loan of USD1.6 billion to support immediate refinancing risks in case Avon's USD1.1 billion bondholders do not grant a waiver for the breach of the change of control clause. Nevertheless, Natura will have to seek long-term funding to avoid higher refinancing risks by 2021-2023, when its USD750 million bonds is also due. DERIVATION SUMMARY Natura's 'BB/AA(bra)' ratings reflect its good business position in the CF&T industry, underpinned by strong brand recognition, with a focus on sustainability, large scale enabling a competitive cost structure and a large direct-sales structure. Natura's brand and product portfolio, with its higher-ticket products is well positioned against its main competitor in the direct sales segment, Avon Products, Inc. (IDR B+/Negative). The company also has a track record of less volatile operating cash flow and more conservative credit metrics. Even at this time, when Natura's leverage has deteriorated following the debt-financed acquisition, it shows lower leverage compared to Avon. Natura has the challenge to continue to conduct its activities on a profitable basis while preserving its strong market position in Brazil, within the context of increasing competition. Natura's market share in the Brazilian market has been recovering supported by pricing initiatives and increasing consultant productivities. Despite the regular beauty&co multinationals, Natura also faces strong competition from a local player, O Boticario (not rated), which presents a stronger financial profile and solid business profile, supported mainly by its bricks-and-mortar franchise chain. KEY ASSUMPTIONS Fitch's Key Assumptions within Its Rating Case for the Issuer Low-single-digit growth in volumes; -- Consolidated EBITDA margins moving around 15%-16%, excluding AVON and around 10%-12% with AVON; -- Increase in Capex levels to around BRL550 million; -- Dividend payouts at 30%; -- Natura to maintain its proactive approach on refinancing its local debt avoiding refinancing risks RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action The Negative Watch will be resolved after the successful completion of Natura's acquisition of Avon. The most likely outcome of this resolution would be a one-notch downgrade of Natura's ratings, as this transaction heightens existing execution risk, delays the deleveraging process related to the earlier acquisition of TBS, and increases the company's exposure to the direct sales channel. Improvements in Natura's margins, including TBS, in the next three to four quarters and a stabilization of the performance of Avon could be mitigating factors. Natura's IDR would be affirmed at 'BB' if the acquisition does not proceed. The regulatory approvals for the transaction are not likely to be resolved during the next six months; this could result in a prolonged period for the Rating Watch Negative status of Natura's ratings. NEIMAN MARCUS: Extends Tender Offer Expiration Date to May 30 ------------------------------------------------------------- Neiman Marcus Group LTD LLC said it will be extending the early tender date and expiration date of its previously announced offers to exchange any and all of its existing unsecured 8.000% Senior Cash Pay Notes due 2021 and existing unsecured 8.750%/9.500% Senior PIK Toggle Notes due 2021 to 5:00 p.m., New York City time, on May 30, 2019, unless extended or earlier terminated by the Company. Eligible Holders who validly tender Existing Notes on or prior to the New Expiration Date will be eligible to receive, on a par-for-par basis, a combination of (a) non-voting cumulative preferred shares of Series A Preferred Stock of MYT Holding Co., a U.S. holding company that will indirectly hold, prior to the settlement date of the Exchange Offers, NMG Germany GmbH, which holds and conducts the operations of MyTheresa, accruing dividends at a rate of 10.000% per annum and (b) new third lien notes due 2024, bearing interest payable in cash at a rate of 8.000% per annum in respect of exchanged Existing Cash Pay Notes and 8.750% per annum in respect of exchanged Existing PIK Toggle Notes. As previously disclosed, the Company has been soliciting consents from holders of the Existing Notes to certain proposed amendments to the indentures governing the Existing Notes to remove substantially all of the restrictive covenants contained therein and effect certain other changes. As of 5:00 p.m., New York City time, on May 28, 2019, at least $1,477.0 million in aggregate principal amount of the Existing Notes, representing approximately 91.5% of the total outstanding principal amount of Existing Notes, had been validly tendered and not validly withdrawn in conjunction with the Exchange Offers. Accordingly, the Company has received consents sufficient to approve the proposed amendments to the Existing Indentures and will, together with the parties thereto, enter into supplemental indentures containing such proposed amendments, which amendments will not become operative until settlement of the Exchange Offers. In addition, the right to withdraw tenders of Existing Notes and related consents has expired. Existing Notes tendered for exchange may not be validly withdrawn and consents may not be revoked, unless required by applicable law or the Company determines in the future in its sole discretion to permit withdrawal and revocation rights. The Exchange Offers are being made, and the New Third Lien Notes and MYT Series A Preferred Stock are being offered and issued, only (a) in the United States to holders of Existing Notes who the Company reasonably believes are "qualified institutional buyers" or institutional "accredited investors" (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act and (b) outside the United States to holders of Existing Notes who are (i) persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and (ii) "non-U.S. qualified offerees" in reliance upon Regulation S under the Securities Act. The Company is making the Exchange Offers only to Eligible Holders through, and pursuant to, the terms set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated April 29, 2019 and related Letter of Transmittal. None of the Company, the dealer managers, the information agent, the exchange agent, the trustee with respect to the Existing Notes or the trustee with respect to the New Third Lien Notes or any affiliate of any of the foregoing makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder's Existing Notes for New Third Lien Notes and MYT Series A Preferred Stock in the Exchange Offers. Eligible Holders must make their own decision as to whether to tender Existing Notes in the Exchange Offers and, if so, the principal amount of Existing Notes to tender. The New Third Lien Notes and the MYT Series A Preferred Stock have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. Documents relating to the Exchange Offers will only be distributed to Eligible Holders who certify that they are within the category of Eligible Holders for these private exchange offers and who properly complete an eligibility letter electronically through the website of D.F. King & Co., Inc., the information agent for the Exchange Offers, at www.dfking.com/nmg, or by calling (866) 751-6310 or emailing nmg@dfking.com. About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, and mytheresa brand names. Neiman Marcus reported net earnings of $251.1 million in fiscal year 2018, compared to a net loss of $531.8 million in the fiscal year 2017. As of Jan. 26, 2019, the Company had $7.26 billion in total assets, $810.2 million in total current liabilities, $6.04 billion in total long-term liabilities, and $412.9 million in total member equity. Neiman Marcus stated in its quarterly report on Form 10-Q for the period ended Jan. 26, 2019 that, "We believe that cash generated from our operations, our existing cash and cash equivalents and available sources of financing will be sufficient to fund our cash requirements during the next 12 months, including merchandise purchases, operating expenses, anticipated capital expenditure requirements, debt service requirements, income tax payments and obligations related to our Pension Plan. "We regularly evaluate our liquidity profile, and various financing, refinancing and other alternatives for opportunities to enhance our capital structure and address maturities under our existing debt arrangements. If opportunities are available on favorable terms, we may seek to refinance, exchange, amend and/or extend the terms of our existing debt or issue or incur additional debt." On March 1, 2019, the Company reached an agreement in principle with the ad hoc committees of Noteholders and Term Lenders regarding the framework of a comprehensive series of transactions to extend the maturities of the Notes and Term Loans, as outlined in a term sheet disclosed in the Company's Current Report on Form 8-K filed on March 1, 2019. "The Company is engaged with the ad hoc committees of Noteholders and Term Lenders in ongoing negotiations with the goal of agreeing on definitive documentation with respect to such transaction. If the Company is unable to complete these transactions as contemplated or any other alternative transaction, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially and adversely affected," Neiman Marcus said. * * * As reported by the TCR on March 29, 2019, Moody's affirmed the company's Corporate Family Rating at 'Caa3' and its Probability of Default rating of 'Ca-PD'. This rating action follows the Company's announcement on March 25, 2019 that it has entered into a transaction support agreement with lenders representing approximately 57% of the company's Term Loan and more than 60% of the holders of the Company's Unsecured Notes. NEW CAFÉ MINUTKA: Seeks to Hire Wisdom Professional as Accountant ------------------------------------------------------------------ New Cafe Minutka, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an accountant. In an application filed in court, the Debtor proposes to employ Wisdom Professional Services, Inc., to prepare its monthly operating reports and provide other accounting services necessary to administer its bankruptcy estate. WPS will be paid at a rate of $275 per report. The total cost of services is $3,600 depending on the duration of the Debtor's bankruptcy case. Michael Shtarkman, a certified public accountant employed with WPS, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman Wisdom Professional Services, Inc. 2546 East 17th St. 2nd Fl Brooklyn, NY 11235 Phone: (718) 554-6672 Fax: (718) 954-8994 About New Cafe Minutka New Cafe Minutka, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42357) on April 19, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Nancy Hershey Lord. The Law Offices of Alla Kachan, P.C., is the Debtor's legal counsel. NEW CITY WASTE: Work Plan Limited, Chapter 11 Examiner Says ----------------------------------------------------------- Anthony R. Calascibetta, Court-appointed examiner in the bankruptcy case of The New City Waste Services, Inc., et al., filed a report to address the concerns of two of the Debtors' largest creditors, Baisley Park Carting and Republic Carting ("Significant Creditors"). The Significant Creditors were concerned with the disclosure of payments to insiders and the order appointing the Examiner, indicated the Examiner's duties included assessing the propriety of payments to insiders throughout the course of the bankruptcy proceedings. The Examiner reviewed City Waste's disbursement reports for the periods from the filing date to December 31, 2012, and for the years 2013 through 2018 and subsequently discussed the nature of these disbursements to insiders with Mr. Tesi and City Waste's Controller. Based on type of disbursements and City Waste's supporting records, subsequent analysis was performed. The Examiner concluded that, at a minimum, the performance of the work plan highlights that City Waste maintains basic books and records including supporting documentation. Based on the work performed and discussions with management representatives of City Waste, the projections developed and provided by Mr. Tesi for City Waste for 2019 and 2020, the Examiner was not aware of any material modifications that should be made to the projections. The work plan was limited and included primarily analytical procedures, reliance on the Debtors' financial records and making inquiries of management/owners and employees. If a more expansive and extensive work plan was performed, the Examiner said it may have identified certain information or issues that may have or could have impacted the observations and information included in this report. In addition, the Examiner may have also identified negative and/or positive adjustments that may have required a recalculation of the 2019 and 2020 projections prepared by Mr. Tesi. A full-text copy of the Report is available at https://tinyurl.com/y2dxz8u2 from PacerMonitor.com at no charge. About The New City Waste Services Headquartered in Yorktown Heights, New York, The New City Waste Services, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-22578) on March 20, 2012, with estimated assets of less than $50,000 and estimated liabilities of $1 million to $10 million. New City's affiliate City Waste Services of New York also filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-22579) on March 19, 2012. The petitions were signed by James T. Tesi, secretary and treasurer. Judge Robert D. Drain oversees the cases. The Debtors tapped Rattet Pasternak, LLP, as their legal counsel. NOAH OPERATIONS: Seeks to Hire Prince Yeates as Legal Counsel ------------------------------------------------------------- Noah Operations Sugarland TX, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Prince, Yeates & Geldzahler as its legal counsel. The firm will advise the Debtor of the requirements of the Bankruptcy Code, represent the Debtor in negotiations, and provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Shareholders $230 - $395 Associates $200 - $225 Paraprofessionals $140 - $190 Prince Yeates received a pre-bankruptcy retainer in the amount of $6,006. T. Edward Cundick, Esq., at Prince Yeates, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: T. Edward Cundick, Esq. Prince, Yeates & Geldzahler 15 W. South Temple, Suite 1700 Salt Lake City, UT 84101 Telephone: (801) 524-1000 Fax: (801) 524-1098 Email: tec@princeyeates.com About Noah Operations Sugarland Noah Operations Sugarland TX, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-23571) on May 17, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Kimball R. Mosier. Prince, Yeates & Geldzahler is the Debtor's counsel. NORTHWEST HARDWOODS: Moody's Cuts CFR to Caa2, Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded Northwest Hardwoods, Inc.'s Corporate Family Rating to Caa2 from Caa1 and its Probability of Default Rating to Caa2-PD from Caa1-PD and changed the outlook to negative from stable, because worse-than-expected operating performance will result in key credit metrics over the next 12 months indicative of lower ratings. Moody's view is that Northwest's debt capital structure is untenable. In related rating actions, Moody's downgraded Northwest's senior secured notes to Caa3 from Caa2. The following ratings/assessments are affected by Moody's action: Downgrades: Issuer: Northwest Hardwoods, Inc. Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD Corporate Family Rating, Downgraded to Caa2 from Caa1 Senior Secured Regular Bond/Debenture, Downgraded to Caa3 (LGD4) from Caa2 (LGD4) Outlook Actions: Issuer: Northwest Hardwoods, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The downgrade of Northwest's Corporate Family Rating to Caa2 from Caa1 and the change in outlook to negative from stable results from worsening credit metrics due to lackluster operating performance, which is significantly below Moody's previous expectations. Lower selling prices for lumber, alder, and red oak, and reduced shipments of lumber to China, Northwest's primary overseas market, and hardwood panel for the recreation vehicle end-market are all contributing to inadequate performance. Additionally, Northwest's operating performance has suffered despite sound fundamentals in the domestic new residential construction, and repair and remodeling end-markets, from which the company derives the majority of its revenues. Although Moody's recognizes that Northwest's management is addressing its cost structure and improving working capital management, the level of improvement will not be sufficient to generate meaningfully levels of earnings and resulting cash flow for debt reduction and will require use of its revolving credit facility to fund operations and fixed-charge payments. Moody's now projects the company's EBITA margin in low-single digits percentages over the next 12 months, and interest coverage, measured as EBITA-to-interest expense, below 0.5x over the same time horizon. Moody's forecasts debt-to-EBITDA remaining well above 10x through year-end 2020 (all ratios incorporate Moody's standard adjustments). Further exacerbating debt metrics is the company's inability to generate large amount of free cash flow throughout the year, necessitating unfettered access to its revolver credit facility for cash outflows such as its estimated $14 million interest payment due to its note holders on August 1. Northwest has a debt profile that is coming due; its revolving credit facility has a springing maturity of June 2021 (with a stated maturity of July 2022), followed by its senior secured notes coming due in August 2021, but becoming current liabilities in mid-2020. The company used its revolving credit facility to repurchase some of its 7.5% senior secured notes, reducing net interest payments but decreasing revolver availability for future liquidity needs at the same time Inability to generate earnings and large amount of free cash flow hampers the likelihood of recovery in key debt metrics. Moody's believes that a debt restructuring will be needed, bringing the company's capital structure more in-line with current operating performance. The rating could be downgraded further if Northwest does not extend its revolving credit facility and notes. Redemption of debt at deep discounts or conversion of debt for equity would result in a distressed exchange and be considered a default per Moody's methodology. The rating could be upgraded if Northwest provides a long-term solution to its looming debt maturities and demonstrates a significant improvement in operations. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Northwest Hardwoods, Inc., headquartered in Tacoma, Washington, is a national manufacturer and distributor of hardwood lumber used for diverse products such as mill work, cabinetry, flooring, and furniture. Littlejohn & Co., through its affiliates, is primary owner of Northwest. Northwest is privately-owned and does not disclose publicly financial information. NS FITNESS: Taps Wolfe Financial as Accountant ---------------------------------------------- NS Fitness, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Wolfe Financial Group as its accountant. The accounting services to be provided by the firm include the preparation of tax returns, financial analyses, and profit and loss statements. Wolfe will be paid an hourly fee of $250 and will receive a retainer in the amount of $2,000. Wolfe neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Calaranda Petrochko, CPA Wolfe Financial Group 1515 International Parkway Lake Mary, FL 32746 Phone: 407-333-0355 About NS Fitness LLC NS Fitness LLC -- http://www.nextstepfitnessocala.com/-- owns and operates a gym in Ocala, Calif. NS Fitness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01173) on March 29, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Schatt, Hesser, McGraw is the Debtor's bankruptcy counsel. NSPIRE HEALTH: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of nSpire Health, LLC and nSpire Health, Inc. as of May 29, according to a court docket. About nSpire Health NSpire Health -- http://www.nspirehealth.com-- is a global respiratory information systems software developer and medical device manufacturing company. It is the exclusive provider and developer of Iris (an Integrated Respiratory Information System), KoKo pulmonary function testing, diagnostic spirometry, and respiratory home monitoring devices. NSpire Health, Inc. and its affiliate nSpire Health, LLC filed voluntary Chapter 11 petitions (Bankr. D. Colo. Case No. 19-13271 and 19-13273) on April 22, 2019. In the petitions signed by Joseph Fryberger, vice president of finance, the Debtors estimated $1 million to $10 million in both assets and liabilities. Steven E. Abelman, Esq., at Brownstein Hyatt Farber Schreck, LLP, represents the Debtor as counsel. ORCHARD HILLS: Seeks to Hire Stone & Baxter as Legal Counsel ------------------------------------------------------------ Orchard Hills Baptist Church, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Stone & Baxter, LLP as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; represent the Debtor in litigations; conduct examinations incidental to the administration of its estate; and provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Attorney $235 to $525 Paralegal $135 Stone & Baxter received an initial deposit of $26,717, including the filing fee of $1,717. David Bury Jr., a partner at Stone & Baxter, disclosed in court filings that the firm and its attorneys neither hold nor represent any interest adverse to the Debtor and its estate. Stone & Baxter can be reached through: Ward Stone, Jr., Esq. David L. Bury, Esq. Matthew S. Cathey, Esq. 577 Mulberry Street, Suite 800 Macon, GA 31201 Phone: (478) 750-9898 Fax: (478) 750-9899 E-mail: wstone@stoneandbaxter.com dbury@stoneandbaxter.com mcathey@stoneandbaxter.com About Orchard Hills Baptist Church Orchard Hills Baptist Church, Inc., a religious organization based in Newnan, Ga., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-10897) on May 7, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. PAZZO PAZZO: Speedwell Ventures Seeks Trustee, Ch. 7 Conversion --------------------------------------------------------------- Speedwell Ventures, LLC asked the U.S. Bankruptcy Court for the District of New Jersey to appoint a Chapter 11 trustee for Pazzo Pazzo Inc. and Berley Associates, LTD or in the alternative, convert the Debtors' cases to cases under Chapter 7. Speedwell Ventures is represented by: David Edelberg, Esq. CULLEN AND DYKMAN LLP Hackensack, NJ 07601 Tel: (201) 488-1300 Fax: (201) 488-6541 About Pazzo Pazzo, Inc. Pazzo Pazzo Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-13516) on Feb. 23, 2018, estimating under $1 million in assets and liabilities. Lawrence Berger, Esq., at Berger & Bornstein, LLC, is the Debtor's counsel. PEM FAMILY LIMITED: Court Denies GCC's Dismissal, Trustee Motions ----------------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida entered an Order denying the motion of Gaddis Capital Corporation (GCC) seeking to dismiss The PEM Family Limited Partnership I, et al.'s bankruptcy case and the motion to appoint a trustee or examiner for the Debtors. Per Court's findings, GCC failed to meet its burden of proof in support of the Dismissal Motion and Trustee Motion. 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. PENINSULA RESEARCH: U.S. Trustee Objects to Plan Confirmation ------------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, objects to confirmation of the Amended Chapter 11 Plan of Reorganization and final approval of Amended Disclosure Statement of Peninsula Research Ormond Beach, LLC. The U.S. Trustee objects to final approval of the Disclosure Statement because the Debtor fails to provide adequate information necessary for parties to make a meaningful decision on whether to accept or reject the Plan, specifically, the Disclosure Statement: -- Fails to include financial information including historical details and financial projections for the post-confirmation period. -- Fails to describe material post-petition events. -- Fails to disclose the Debtor's transactions with insiders and affiliates including loans from and to Mr. Ribo. -- Fails to describe the tax consequences of the Plan. In addition, the U.S. Trustee objects to confirmation of the Debtor’s Plan for the following reasons: -- The Plan includes inappropriate classification and/or treatment of claims and interests. -- It is not apparent whether the Plan has dealt with all of the Debtor's assets. -- The Debtor does not appear to be in a position to make monthly payments of $50,000.00 for four years as such payments appear to be too ambitious for the Debtor's operations considering the Debtor has operated at a net loss nearly every month during the 10-month pendency of this case. About Peninsula Research Ormond Beach Peninsula Research Ormond Beach, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04498) on July 27, 2018. In the petition signed by Angel Ribo, CEO and president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor is represented by the Law Offices of Scott W. Spradley, P.A. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Peninsula Research Ormond Beach, LLC as of Sept. 17, according to a court docket. PERFORMANCE POOL: Seeks Authority to Use Cash Collateral -------------------------------------------------------- Performance Pool Management Group Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral in order to maintain its ongoing business operations, to generate revenue, and provide an opportunity to propose a meaningful plan. These Creditors that may claim liens in the Debtor's assets, including inventory and accounts receivable: (a) Radius Bank, which is owed the total amount of $1,361,271.75 as of the Petition Date on account of its secured loans; (b) Performance Distributors, Inc., which is owed the total amount of $289,120.47 as of the Petition Date on account of its secured promissory note; and (c) JPMorgan Chase Bank, N.A., which is owed the total amount of $99,265.31 as of the Petition Date on account of its secured loan. The Debtor proposes the following adequate protection for Secured Creditors: (a) The Debtor will provide Secured Creditors with a post-petition lien on all post-petition inventory, accounts receivable, and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of Secured Creditors' interest in the collateral. All replacement liens will hold the same relative priority to assets as did the pre-petition liens; (b) The Debtor will only use cash collateral in accordance with the Budget subject to a deviation on line item expenses not to exceed 15% without the prior agreement of Secured Creditors or an order of the Court; (c) The Debtor will keep all of Secured Creditors' collateral fully insured; (d) The Debtor will provide Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; and (e) The Debtor will maintain in good repair all of Secured Creditors' collateral. Moreover, the Debtor projects a positive cash position after meeting expenses during the term of the Chapter 11 case. The Debtor claims it will be replacing its accounts, cash, and cash equivalents in the course of its daily operations and therefore the collateral base will remain stable and will improve over time. About Performance Pool Management Group Locally owned and operated since 1987, Performance Pool Management Group, Inc. -- https://www.perfpools.com/ -- specializes in providing pool and spa services. It offers maintenance, repairs, remodeling and new construction services to commercial and residential clients. The company is also a retailer of ProTeam sanitizers, shocks, stabilizers, balancers and algaecides. Performance Pool Management Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-12522) on April 1, 2019. At the time of the filing, the Debtor disclosed $1,533,634 in assets and $2,288,811 in liabilities. The case is assigned to Judge Thomas B. McNamara. Kutner Brinen, P.C., is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. PG&E CORP: Court Denies Bid to Appoint Ratepayers' Committee ------------------------------------------------------------ A U.S bankruptcy judge denied the Utility Reform Network's motion to appoint an official committee of ratepayer claimants in the Chapter 11 cases of PG&E Corp. and Pacific Gas and Electric Company. In a memorandum decision dated May 28, Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California said TURN failed to prove that an official committee is required to "adequately represent ratepayer interests." "[TURN] has not shown why the [official committee of unsecured creditors] cannot represent whatever interests ratepayers hold as unsecured creditors, assuming they are indeed unsecured creditors," the bankruptcy judge said. According to Judge Montali, TURN failed to show how its ability to voice concerns to the the Public Advocates Office of the California Public Utilities Commission regarding future rate adjustments has been impaired. "As section 1129 requires any future rate increases to be approved by the CPUC, TURN and ratepayers can fight any rate increases in that forum. A separate ratepayer committee is therefore not justified under section 1102," Judge Montali said. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as chief restructuring officer. In addition, PG&E appointed John Boken also a managing director at AlixPartners and an authorized representative of APS, to serve as deputy chief restructuring officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORP: Judge Denies Ratepayers' Bid for Representation ---------------------------------------------------------- U.S. Judge Dennis Montali on May 28, 2019, issued an order and decision denying a request by the Utility Reform Network ("TURN") for appointment of an official committee of ratepayer claimants in the Chapter 11 cases of PG&E Corp., et al. On May 9, 2019, the Court held a hearing on the motion filed by TURN for appointment of an official committee of ratepayer claimants (the "TURN Motion"). Having considered arguments made at the hearing and in TURN's moving papers and reply, in various joinders, and in oppositions filed by PG&E Corporation and Pacific Gas and Electric Company, the Official Committee of Unsecured Creditors, and Andrew R. Vara, Acting United States Trustee for Region 3, the Court concluded that the ratepayers do not have a "claim" for which separate representation by a committee is necessary and will enter therefore an order denying the TURN Motion. "TURN has not demonstrated that the appointment of a third official committee is required to adequately represent ratepayer interests given that the CPUC can do so. It has not shown why the OCUC cannot represent whatever interests ratepayers hold as unsecured creditors, assuming they are indeed unsecured creditors. It has not shown how their ability to voice concerns to the CPUC regarding future rate adjustments have been impaired. As section 1129 requires any future rate increases to be approved by the CPUC, TURN and ratepayers can fight any rate increases in that forum. A separate ratepayer committee is therefore not justified under section 1102," Judge Montali ruled. TURN is a non-profit consumer advocacy organization, organized under Section 501(c)(3) of the Internal Revenue Code. TURN has advocated for the interests of ratepayers before the California Public Utility Commission, the California State Legislature, and other public entities that govern the State's public utilities since 1973. TURN has over 20,000 members, and its constituents include the 6.1 million individual consumer and small business ratepayers within PG&E's service area. TURN's motivations in seeking a committee of ratepayer claimants were as follows: (1) to ensure that the hundreds of millions of dollars in claims owed to ratepayers are paid according to the law and this Court's orders; (2) to create a single entity in which the views of all various types of ratepayers as to issues in the case and an eventual plan coalesce; and (3) to establish an entity that can, as a fiduciary for ratepayers, negotiate a plan with the Debtor and other parties-in-interest in this case, and actively participate before the CPUC as it considers and approves any rate change that the regulator must approve under Bankruptcy Code section 1129(a)(6). The Official Committee of Unsecured Creditors opposed TURN's request. "While some ratepayers may hold prepetition claims to the extent they expect account credits stemming from a 2018 auction, the Motion fails to recognize that those credits will be issued by the Debtors (and any underlying claims thereby extinguished) in the ordinary course as adjustments on their customers’ statements in the near future. Accordingly, to the extent ratepayers qualify as "creditors" based on account credits, any such status is transitory and will be soon extinguished," the UCC said. "Finally, ratepayers' special interest in avoiding higher future utility rates can and will be better and more effectively addressed in venues other than this Court. Indeed, the Special Interest Groups are already participating in the legislative process and in various administrative proceedings before the California Public Utilities Commission, the most appropriate forum for asserting and resolving ratepayer issues. In fact, a number of these Special Interest Groups have already been granted party status in pending CPUC proceedings." Attorneys for TURN: Heinz Binder Robert G. Harris BINDER & MALTER, LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 E-mail: Heinz@bindermalter.com E-mail: Rob@bindermalter.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PHI INC: Convenience Claimants Added in Latest Joint Ch. 11 Plan ---------------------------------------------------------------- PHI, Inc., and its debtor-affiliates filed a disclosure statement in support of its first amended joint plan of reorganization dated May 17, 2019. The new plan provides for a class of Convenience Claims comprising Holders of General Unsecured Claims with a Face Amount equal to or less than $25,000. The classification of Convenience Claims facilitates the administration of these Chapter 11 Cases by, among other things, (a) reducing the administrative burden on the Debtors associated with the issuance of additional New Common Stock; (b) reducing the administrative burden on Holders of Allowed Convenience Claims associated with receiving New Common Stock; and (c) substantially reducing the number of equity holders in the Reorganized Debtors following emergence from these Chapter 11 Cases. In reducing the number of equity holders, the Reorganized Debtors will retain the flexibility to emerge from these Chapter 11 Cases as a privately held company. The Convenience Class Distribution will be funded under the Plan with Cash on hand on and after the Effective Date. Convenience claimants are projected to recover 60% in the form of cash. The plan also provides that general unsecured claimants in Class 6A are projected to recover 50-55% in the form of New Common Stock subject to dilution on account of the Management Incentive Plan. A copy of the Disclosure Statement dated May 17, 2019 is available at https://tinyurl.com/y288sokf from Primeclerk.com at no charge. About PHI Inc. PHI, Inc. -- http://www.phihelico.com-- is a provider of helicopter transportation services in the oil and gas industry, primarily transporting crews and materials, and in the healthcare and emergency medical services industry, primarily transporting patients. It is a publicly held company and provides services in the United States and abroad. As of the petition date, PHI owns or operates 238 aircraft worldwide, of which 17 are leased while eight are owned by the customer and operated by the company. The remaining 213 are owned by PHI. The company employs 2,218 people, including pilots, mechanics, medical and administrative staff. PHI and its affiliates sought protection under Chapter 11 of the Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March 14, 2019. At the time of the filing, PHI had estimated assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion. The cases have been assigned to Judge Harlin DeWayne Hale. The companies tapped DLA Piper LLP (US) as their bankruptcy counsel; Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. POINTCLEAR SOLUTIONS: To Repay Outstanding Debt Over 5 Years ------------------------------------------------------------ PointClear Solutions, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Alabama its first amended disclosure statement in support of its chapter 11 plan dated May 17, 2019. In this latest filing, the Debtor discloses that its total tangible assets are valued at approximately $450,000, plus an additional $1,500,000 in intangible assets, such as tradenames and goodwill. The latest plan is also designed to repay all or most of the outstanding debt to creditors listed in the Disclosure document within a 5-year timeframe. The Debtor conservatively estimated the revenue to grow from 2018 through 2023 at about a 15% CAGR. The Gross Margin range is assumed to be 38% to 42%. This is also conservative as compared to the typical consulting services business model for firms like PointClear. A 50% Gross Margin is considered to be high-performing and anything less than 35% is low-performing. The Operating Expenses are assumed to be 25% of Revenue in this plan. A 20%-25% Operating Expense ratio range for firms like PointClear is considered solidly performing. The company has aggressively reduced its fixed costs the last 18 months and does not plan to aggressively invest in additional fixed costs. Most additional expenses will be variable and will be for billable contractors who are generating revenue. Those expenses are included in the 38%-42% Gross Margin calculation. Management believes this 5-year plan to be reasonable, conservative and has a good probability of being executed. As a reminder, however, the company intends to seek a suitor to acquire it as soon as possible in order to liquidate as much or all of the creditor debt. A copy of the First Amended Disclosure Statement dated May 15, 2019 is available at https://tinyurl.com/y3c5fe2m from Pacermonitor.com at no charge. About PointClear Solutions PointClear Solutions, Inc., is a healthcare software development company based in Huntsville, Alabama. PointClear Solutions filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case no. 18-83286) on Nov. 2, 2018. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Clifton R. Jessup Jr. preside over the case. Stuart M. Maples, at Maples Law Firm, PC, is the Debtor's counsel. POLONIA DEVELOPMENT: Seeks to Hire Barry Haberman as Attorney ------------------------------------------------------------- Polonia Development & Preservation Services Co., LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an attorney in connection with its Chapter 11 case. In an application filed in court, the Debtor proposes to employ Barry Haberman, Esq., to give legal advice regarding its powers and duties under the Bankruptcy Code; negotiate with its creditors; assist in any potential sale of its assets or any post-petition financing; and provide other legal services related to the case. The proposed hourly rates are: Barry Haberman, Esq. $425 Associate $250 Administrative Legal Assistant $60 The attorney received the sum of $8,850 prior to the Debtor's bankruptcy filing. Mr. Haberman is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Mr. Haberman maintains an office at: Barry D. Haberman, Esq. 254 South Main Street, #404 New City, NY 10956 Tel: 845-638-4294 Fax: 845-638-6080 E-mail: bdhlaw@aol.com About Polonia Development & Preservation Polonia Development & Preservation Services Co., LLC, is a privately held company in the nonresidential building construction industry. It is based in Astoria, New York. The Debtor previously sought bankruptcy protection (Bankr. E.D.N.Y. Case No. 14-45726) on Nov. 10, 2014. Polonia Development & Preservation Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-45438) on Sept. 21, 2018. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth S. Stong. Barry Haberman, Esq., is the Debtor's counsel. PREMIER EXHIBITIONS: Files Chapter 11 Plan of Liquidation --------------------------------------------------------- Premier Exhibitions, Inc., Premier Exhibitions Management, LLC, Arts and Exhibitions International, LLC, Premier Exhibitions International, LLC, Premier Exhibitions NYC, Inc., Premier Merchandising, LLC, and Dinosaurs Unearthed Corp., filed a Chapter 11 Plan of Liquidation and accompanying disclosure statement. Under the Plan, a single liquidating trust will be established for the benefit of Creditors of the Debtors. The Liquidating Trust will succeed to all Assets of the Debtors (including, but not limited to, the Sale Proceeds and all Causes of Action). Class 2 - Unsecured Claims are impaired. Estimated amount of claim is $11,215,000.00 and estimated recovery 63.5% of Allowed Amount. Paid as soon as is reasonably practicable following the Effective Date, as determined by the Liquidating Trustee in his or her sole discretion, and on each Distribution Date thereafter, each Holder of an Allowed Unsecured Claim shall receive its Pro Rata share of the Net Distributable Assets. Class 3 - PRXI Equity Interests. Holders of PRXI Equity Interests shall not receive or retain any property under the Plan, and on the Effective Date such Equity Interests will be cancelled. Class 4 - Subsidiary Equity Interests. Holders of Subsidiary Equity Interests shall not receive or retain any property under the Plan, and on the Effective Date such Equity Interests will be cancelled. On May 18, 2017, the Debtors entered into a post-petition financing agreement with Bay Point Capital Partners LP to obtain a multi-tranche loan in the aggregate principal amount not to exceed $5,000,000 to fund the Debtors' business and ongoing administrative costs. On the Effective Date, all Assets, including all Cash and Causes of Action, shall be deemed to have automatically been transferred to and shall vest in the Liquidating Trust. All transfers to the Liquidating Trust shall be free and clear of all liens, claims, interests and encumbrances, except as otherwise set forth in the Plan. For the avoidance of doubt, nothing herein shall be construed to restrict or limit the ability or standing of the Liquidating Trustee to assert any Causes of Action transferred to the Liquidating Trust. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/y5ldbx9e from PacerMonitor.com at no charge. Counsel for the Debtors: Daniel F. Blanks, Esq. Lee D. Wedekind, III, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 50 N. Laura Street, Suite 4100 Jacksonville, FL 32202 Tel: (904) 665-3656 Fax: (904) 665-3699 Email: daniel.blanks@nelsonmullins.com lee.wedekind@nelsonmullins.com -- and -- Harris B. Winsberg, Esq. Matthew R. Brooks, Esq. TROUTMAN SANDERS LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308 Tel: (404) 885-3000 Fax: (404) 962-6990 Email: harris.winsberg@troutman.com matthew.brooks@troutman.com About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the petitions signed by former CFO and COO Michael J. Little, the Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016, appointed three creditors to serve on an official committee of unsecured creditors. The Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A. Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel. The official committee of equity security holders of Premier Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo Securities LLC as financial advisor. The Chapter 11 Cases were originally jointly administered under the lead case of In re: RMS Titanic, Inc. (Case No. 16-02230). Following the dismissal of the RMST case on March 11, 2019, the remaining Chapter 11 Cases became jointly administered under the lead case of In re: Premier Exhibitions, Inc. (Case No. 16-2232). QUENTIN HIGHTOWER: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on May 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Quentin hightower electric, LLC. About Quentin hightower electric LLC Quentin hightower electric, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-32320) on April 26, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge David R. Jones. Wilson & Associates, PLLC is the Debtor's legal counsel. QUOTIENT LIMITED: Incurs $105.4 Million Net Loss in Fiscal 2019 --------------------------------------------------------------- Quotient Limited has filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $105.4 million on $29.13 million of total revenue for the year ended March 31, 2019, compared to a net loss of $82.33 million on $24.73 million of total revenue for the year ended March 31, 2018. As of March 31, 2019, the Company had $177.8 million in total assets, $176.05 million in total liabilities, and $1.71 million in total shareholders' equity. The Company has incurred net losses and negative cash flows from operations in each year since it commenced operations in 2007 and had an accumulated deficit of $381.0 million as of March 31, 2019. At March 31, 2019, the Company had available cash holdings and short-term investments of $94.8 million and, on May 15, 2019, the date of issuance of an additional $25 million of the Company's 12% Senior Secured Notes due 2024, it received a further $22.6 million in available cash, net of expenses. The Company's existing available cash and short-term investment balances are adequate to meet its forecasted cash requirements for the next twelve months and accordingly the financial statements have been prepared on the going concern basis. In the longer term, the Company expects to fund its operations, including the ongoing development of MosaiQ through successful field trial completion, achievement of required regulatory authorizations and commercialization from the use of existing available cash and short-term investment balances and the issuance of new equity or debt. A full-text copy of the Form 10-K is available for free at: https://is.gd/3xiFS2 About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. RADIO PERRY: Taps Mauldin & Jenkins as Accountant ------------------------------------------------- Radio Perry, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Mauldin & Jenkins, LLP as its accountant. The services to be provided by Mauldin & Jenkins include payroll administration, accounts payable processing, accounts receivable processing, and general bookkeeping services. The firm will also prepare and file the Debtor's tax returns to extent necessary. The firm's hourly rates are: Partner $285 Support Staff $110 Mauldin & Jenkins neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Aaron Marshall Mauldin & Jenkins, LLP 300 Mulberry Street Suite 300 Macon, GA 31202 Phone: (478) 464-8043 About Radio Perry Radio Perry, Inc., and Radio Peach, Inc., own certain television broadcasting assets, including related real estate. Radio Perry and Radio Peach sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case Nos. 16-52371 and 16-52372) on Nov. 15, 2016. In the petitions signed by Lowell Register, Sr., president, the Debtors estimated assets and liabilities at $1 million to $10 million. Katz Flatau & Boyer, LLP, led by Wesley J. Boyer, was originally the counsel to the Debtors but was later substituted by Stone & Baxter, LLP. RANDAL D. HAWORTH: Staff Needs HIPPA Certification, PCO Says ------------------------------------------------------------ Elliot M. Hirsch, M.D., the duly appointed successor Patient Care Ombudsman for Randal Haworth, M.D., Inc., filed the seventh interim report for the period of April 1, 2019, through May 1, 2019. Based on the Report, the Debtor has not yet complied with the PCO's recommendation providing proof of HIPPA certification for each new staff. Since the last period of reporting, a medical assistant was terminated and a new medical assistant was hired. The staff now consists of two new receptionists/consultants in the front clinical office, a medical assistant, and a manager. The new staff continues to be trained and Dr. Hayworth has set certain closure dates for staff training. Upon follow up, the new staff still needs to be HIPPA trained and the existing staff has still not completed HIPPA training. The PCO then sought for sending HIPPA certification. In this view, the PCO was told that the staff will complete the HIPPA training and provide copies of the certificates as soon as possible. A full-text copy of the Sixth Interim Report is available at https://tinyurl.com/yxqv53hn from PacerMonitor.com at no charge. About Randal D. Haworth Randal D. Haworth M.D. Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-16306) on May 31, 2018, estimating less than $1 million in assets and liabilities. The Debtor tapped Havkin & Shrago, Attorneys At Law, as counsel. Elliot M. Hirsch was appointed as patient care ombudsman in the Debtor's case. On Aug. 9, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Buchalter is the Committee's legal counsel. REAL ESTATE: Hires KW Utah Realtors as Real Estate Broker --------------------------------------------------------- RJT Real Estate Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Utah to employ KW Utah Realtors Keller Williams, as real estate broker to the Debtor. RJT Real Estate requires KW Utah Realtors to market and sell the Debtor's property located at 126 West 2700 South, South Salt Lake, Utah 84115. KW Utah Realtors will be paid a commission of 6% of the gross sales price plus a $695 administrative fee upon completion of the transaction. Joe Reardon, real estate broker of KW Utah Realtors Keller Williams, 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. KW Utah Realtors can be reached at: Joe Reardon KW UTAH REALTORS KELLER WILLIAMS 6965 S Union Park Center 160 Midvale, UT 84047 Tel: (801) 858-0000 Fax: (801) 858-0485 About RJT Real Estate Holdings RJT Real Estate Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-29037) on Dec. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $100,000. The case is assigned to Judge R. Kimball Mosier. The Debtor tapped Vannova Legal, PLLC, as its legal counsel. RIM ROCK: Seeks to Hire Nicolet Law Office as Legal Counsel ----------------------------------------------------------- Rim Rock, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Nicolet Law Office, S.C., as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Nicolet will charge an hourly fee of $285. Legal fees will be capped at $10,000. Mark Mathias, Esq., at Nicolet, disclosed in court filings that he and other attorneys in his firm do not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Mark N. Mathias, Esq. Nicolet Law Office, S.C. 402 Graham Ave, Suite 305 Eau Claire, WI 54701 E-mail: mark@nicoletlaw.com About Rim Rock LLC Rim Rock, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 19-11670) on May 17, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $100,000. Nicolet Law Office, S.C., is the Debtor's counsel. RYAN HINTON: Seeks to Hire Angstman Johnson as Legal Counsel ------------------------------------------------------------ Ryan Hinton, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Angstman Johnson as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code, review of claims, and the preparation of a bankruptcy plan. The firm's hourly rates are: Attorneys $175 - $325 Paralegals $95 - $150 Angstman Johnson neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Chad R. Moody, Esq. Angstman Johnson 199 N. Capitol Blvd., Ste. 200 Boise, ID 83702 Tel: (208) 384-8588 Email: chad@angstman.com info@angstman.com About Ryan Hinton Inc. Ryan Hinton Inc. -- https://ryanhintoninc.com/ -- is a family-owned company that offers over-the-road (OTR) trucking services. Ryan Hinton sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 19-40481) on May 20, 2019. At the time of the filing, the Debtor disclosed $4,417,715 in assets and $5,821,757 in liabilities. The case is assigned to Judge Jim D. Pappas. Angstman Johnson is the Debtor's legal counsel. SAGE BORROWCO: Moody's Assigns B2 CFR & B2 Secured Debt Rating -------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD probability of default rating to Sage Borrowco, LLC ("Smart Foodservice"). In addition, Moody's also assigned a B2 rating to the company's senior secured revolving credit facility and senior secured term loan. The rating outlook is stable. The credit facilities will partially finance the acquisition of the company by affiliates of Apollo Global Management, LLC. The company was previously a part of Smart & Final Stores. Inc. and will operate as a seperate entity going forward under Apollo ownership. "Smart Foodservice has a good business model servicing an attractive market niche of underserved smaller food service operators at competitive prices", Moody's Vice President Mickey Chadha stated. "However with 67 stores, it is small and its competitors have much larger scale and stronger balance sheets", Chadha further stated. Assignments: Issuer: Sage Borrowco, LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Sage Borrowco, LLC Outlook, Assigned Stable RATINGS RATIONALE The company's B2 Corporate Family Rating reflects the company's high leverage with lease adjusted debt/EBITDA expected to be about 5.4 times at the end of fiscal 2019. With about $1 billion in revenues and 67 stores in a highly fragmented industry, the company's small scale is a disadvantage vis-à-vis other much larger food service operators like U.S. Foods, Sysco and Performance Food Group and warehouse type businesses like Costco and Restaurant Depot. Moody's does however acknowledge that the company has some differentiating characteristics that set it apart from its rivals namely no membership fees, smaller easier to shop stores (~20,000 sq.ft) and a less number of SKU's. Its customers are an underserved part of the foodservice business, thereby giving it a strong niche market as demonstrated by it positive same store sales growth. The company's no frills store format also enables it to keep operating costs low and maintenance capital expenditures minimal. Under Apollo's stewardship Moody's expects the company to grow its store base and scale but it does not expect credit metrics to improve meaningfully in the next 12 months as the business environment has become increasingly competitive and pricing pressure continues. The company's credit profile is constrained by its regional concentration, small scale and challenging geographic and demographic markets. Ownership by an equity sponsor also makes future financial policies uncertain. Positive factors include the company's good liquidity, attractive market niche and stable operating performance. The stable outlook incorporates Moody's expectation that over the next 12-18 months credit metrics will improve modestly and remain in line with the rating category. The ratings could be upgraded if the company continues to demonstrate good liquidity, and sustained improvement in profitability and operating margins. Quantitatively, an upgrade could be achieved if debt to EBITDA is sustained below 4.75 times and EBIT to interest is sustained in excess of 2.25 times. Ratings could be downgraded if there is a material deterioration in liquidity or if operating performance deteriorates as evidenced by a sustained decline in same store sales growth and profitability. Ratings could also be downgraded if the company's financial policies become aggressive particularly in terms of debt financed dividends. Quantitatively ratings could be downgraded if EBIT to interest is sustained below 1.5 times or if debt to EBITDA is sustained above 5.75 times. Sage Borowco LLC (Smart Foodservice) operates 67 non-membership, smaller box (~20 thousand square feet), warehouse type food stores in California, Oregon, Washington, Nevada, Montana, Utah and Idaho. Affiliates of Apollo Management will own 100% of the company. SANGO POOL: New Plan Modifies Treatment of SCP's Secured Claim -------------------------------------------------------------- Sango Pool and Spa, LLC filed a first amended disclosure statement in support of its proposed first amended chapter 11 plan of reorganization. This latest filing modifies the treatment SCP Distributors, LLC's secured claim in Class 3. The Class 3 Secured Claim of SCP will be paid pursuant to an order entered with the Court on Jan. 9, 2019. As stated in said order, the monthly payments are seasonal in the amount of $1,200 and $2,500 and are to be split evenly at six months each for the $1,200 payment and $2,500 payment respectively. A copy of the First Amended Disclosure Statement is available at https://tinyurl.com/y4ek93tq from Pacermonitor.com at no charge. About Sango Pool and Spa LLC Sango Pool and Spa, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-05552) on August 20, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Marian F. Harrison presides over the case. Steven L. Lefkovitz, Esq., at the Law Offices of Lefkovitz & Lefkovitz is the Debtor's legal counsel. SCHULTE PROPERTIES: Nationstar Objects to Plan Confirmation ----------------------------------------------------------- Nationstar Mortgage LLC, d/b/a Mr. Cooper, objects to Schulte Properties LLC's Amended Disclosure Statement and Confirmation of the Debtor's Amended Chapter 11 Plan. Nationstar complains that in attempting to modify the terms of Ms. Schulte's plan, Schulte Properties is manipulating the Bankruptcy Code by skirting all of the requirements for plan modification -- only to promote a proposed plan that intends to once more cram-down a fully secured loan thereby diminishing Nationstar's return on its claim even more dramatically. Nationstar points out that the value of the Property as stated by Schulte Properties exceeds the value of Nationstar's claim by more than $100,000. Given this, it is difficult to understand the legal basis for Schulte Properties’ proposal that the claim be crammed down yet again. The Creditor further points out that the Plan does not contain specific treatment of Nationstar's claim, other than the proposed cramdown, attendant biweekly principal & interest payment amount, and notice of intent to de-escrow the loan. There is no proposed interest rate or loan term. Northstar asserts that the Plan seeks to cramdown the arrears, instead of cure them, the pre-petition arrears contained in the Proof of Claim for Nationstar, as well as all other creditors, must be cured. Attorney for Nationstar: Lindsey H. Morales, Esq. McCalla Raymer Leibert Pierce, LLP 1635 Village Center Circle, Suite 130 Las Vegas, NV 89134 Tel: (702) 425-7267 Fax: (702) 487-6997 Email: Lindsey.Morales@McCalla.com About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SEALED AIR: Moody's Affirms Ba2 Corp Family Rating, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service affirmed the Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating of Sealed Air Corp. Moody's also affirmed all other existing instrument ratings of Sealed Air Corp. and Sealed Air Limited. The affirmation follows the company's announcement that it had entered into a definitive agreement to acquire Automated Packaging Systems in an all debt financed transaction which includes a purchase price of $510 million on a cash and debt-free basis. The transaction is expected to be financed by existing or new credit facilities. Moody's also affirmed the Speculative Liquidity Rating of SGL-2. The outlook is stable. APS is a provider of full flexible packaging systems, with revenues of approximately $290 million. The company offers autobag bagging services and pre-opened bags on a roll, three recycled film solutions under the EarthAware brand. APS serves customers in over 60 countries and operates 7 manufacturing sites in the U.S. and U.K. The proposed transaction, which is subject to customary closing conditions, is expected to close early in the third quarter of 2019. Outlook Actions: Issuer: Sealed Air Corp. -- Outlook, Remains Stable Affirmations: Issuer: Sealed Air Corp. -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed Ba2 -- Senior Secured Revolving Credit Facility, Affirmed Baa3 (LGD2) -- Senior Secured Term Loan A, Affirmed Baa3 (LGD2) -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba3 (LGD4) -- Gtd. Senior Unsecured Regular Bond/Debentures, Affirmed Ba3 (LGD4) Issuer: Sealed Air Limited -- Senior Secured Term Loan A, Affirmed Baa3 (LGD2) The ratings are subject to the transaction closing as proposed and receipt and review of the final documentation. RATINGS RATIONALE The affirmation of the Ba2 Corporate Family Rating reflects an expectation of an improvement in credit metrics, the strategic rationale for the APS acquisition and that the company will manage its financial policy to maintain credit metrics at the Ba2 level going forward. Credit metrics are expected to benefit from the 'Reinvent SEE' productivity and cost cutting initiative as well as synergies from the acquisition. The Automated Packaging Systems (APS) acquisition will increase Sealed Air's exposure to the higher growth e-commerce end market and automated packaging systems. The acquisition will also further increase the company's exposure to the more stable food end market. Sealed Air will need to manage their financial policy to improve the company's credit profile given that metrics are currently stretched outside the downgrade rating trigger and leave no room for any negative operating variance. Comparable companies in the rated category have greater scale and stronger credit metrics as most have focused on accretive acquisitions over the years while Sealed Air has directed free cash flow to share repurchases and dividends. The company will need to better position itself in the rating category to avoid a downgrade. Strengths in the company's credit profile include scale (as measured by revenue), wide geographic exposure and low customer concentration of sales. Sealed Air has a track record of successful innovation and continues to invest in R&D. The company is also an industry leader in certain segments. The company currently operates in 48 countries including the U.S. with distribution to 123 countries. Sealed Air has maintained long-term relationships with many of its top customers and has a significant base of equipment installed on the customers' premises. The rating is constrained by weakness in certain credit metrics and the concentration of sales in cyclical and event risk prone segments. The rating is also constrained by the significant competition in the fragmented market, some commoditized products and the mixed contract and cost pass through position. The company's segments operate in competitive and fragmented markets and will need to continue to develop new products and innovate in order to maintain their competitive advantage as many innovations eventually may be copied. A ratings upgrade is unlikely given managements' stated leverage target of 3.5-4.0 times net leverage. However, the ratings could be upgraded if Sealed Air sustainably improves credit metrics within the context of a stable operating and competitive environment. Specifically, the ratings could be upgraded if debt to EBITDA declines below 3.75 times, EBITDA interest coverage rises above 5.75 times, funds from operations to debt increases to over 18.0%. The ratings could be downgraded if the company fails to sustainably improve credit metrics to a level within the rating triggers or there is further deterioration in credit metrics or the operating and competitive environment. Management will need to conduct their financial policy accordingly to maintain the rating. Specifically, the rating could be downgraded if debt to EBITDA remains above 4.3 times, EBITDA interest coverage remains below 5.0 times, funds from operations to debt declines below 15.0%. Sealed Air's SGL-2 good liquidity profile is characterized by a high level of cash on hand, expectations of sufficient cash flow to fund all normal internal needs, and strong availability under committed credit facilities. A large percentage of the company's cash is located outside of the U.S. and subject to taxation when repatriated. The company anticipates making cash repatriation decisions with consideration of applicable tax implications. Moody's believes that Sealed Air's cash and short-term investments are held in liquid instruments of high credit quality and conservatively managed. Credit facilities include a increased $1 billion revolving facilities, which expires in July 2023. Sealed Air will continue to maintain a $60 million US accounts receivable securitization program which expires annually in August and is renewable and a EUR 80 million European Accounts Receivable Securitization Program which expires annually in August and is renewable. The amounts available under the securitization facilities vary depending upon credit ratings, trade receivable balances, the creditworthiness of customers and receivables collection experience among other factors. The only financial covenant under the senior secured credit agreement is a maximum net total leverage ratio. As of March 31, 2019, Sealed Air was in compliance with the financial covenants and limitations. The company is expected to remain in compliance with the financial covenant over the next four quarters. Sealed Air has some seasonality in certain segments resulting in working capital needs peaking in the first quarter and free cash flow peaking in the fourth quarter. Working capital needs will also fluctuate with raw material prices. Most domestic assets and some foreign assets are fully encumbered by the senior secured credit facilities. Headquartered in Charlotte, NC, Sealed Air is a global manufacturer of packaging products, performance-based materials and equipment systems for various food, industrial, medical and consumer applications. Sealed Air reports in two segments, Food Care (61% of revenue) and Product Care (39% of revenue). The company had revenues of approximately $4.7 billion for the 12 months ended March 31, 2019. Proforma combined company net sales are expected to be approximately $5 billion. Founded in 1962, APS is located in Streetsboro, Ohio and designs and manufactures flexible and automated bag packaging systems. The company currently has approximately 1,200 employees. APS revenues were approximately $290 million in 2018. SEARS HOLDINGS: Court Asked to Appoint Retirees' Committee ---------------------------------------------------------- Former employees of Sears, Roebuck and Co. asked the U.S. Bankruptcy Court for the Southern District of New York to appoint a committee to represent retirees in the Chapter 11 cases of the company and its affiliates. In their motion, retirees Richard Bruce and Ronald Olbrysh said a committee must be appointed to "advocate for the thousands of retirees unjustly and illegally losing their benefits." The request came after Sears allegedly terminated its life insurance plan and stopped paying premiums during the course of its bankruptcy case. Sears retirees are entitled to a life insurance benefit under the company's benefit plan that has been in place for decades. In 1997, after the company's attempt to terminate the plan, a class action was brought to prevent its modification or termination. In 2001, the company entered into a settlement and agreed to never modify or terminate the plan. The retirees are represented by: James N. Lawlor, Esq. Cassandra Postighone, Esq. Wollmuth Maher & Deutsch LLP 500 Fifth Avenue New York, NY 10110 Telephone: (212) 382-3300 Fax: (212) 382-0050 Email: jlawlor@wmd-law.com Email: cpostighone@wmd-law.com - and - Michael M. Mulder, Esq. Elena N. Liveris, Esq. The Law Offices of Michael M. Mulder 1603 Orrington Avenue, Suite 600 Evanston, IL 60201 Telephone: 312-263-0272 Fax: 312-263-2942 About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. SECURED CAPITAL: Case Summary & 16 Unsecured Creditors ------------------------------------------------------ Debtor: Secured Capital Partners, LLC 1141 Summit Drive Beverly Hills, CA 90210 Business Description: Secured Capital Partners, LLC is a privately held company in Beverly Hills, California. Chapter 11 Petition Date: May 29, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-16243 Judge: Hon. Barry Russell Debtor's Counsel: Daniel A. Lev, Esq. SULMEYERKUPETZ, A PROFESSIONAL CORPORATION 333 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Tel: 213-626-2311 Fax: 213-629-4520 E-mail: dlev@sulmeyerlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $50 million to $100 million The petition was signed by Victor Franco Noval, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-16243.pdf SGM FOODS: Seeks to Hire Kenneth A. Reynolds as Legal Counsel ------------------------------------------------------------- SGM Foods, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire The Law Offices of Kenneth A. Reynolds, Esq., P.C., as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its power and responsibility under the Bankruptcy Code and negotiations with creditors in the formulation of a reorganization plan. The firm's hourly rates are: Partners $400 Paralegals $150 Prior to the petition date, the firm received a retainer in the amount of $16,000. Kenneth A. Reynolds is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kenneth A. Reynolds, Esq. The Law Offices of Kenneth A. Reynolds, Esq., P.C. 105 Maxess Road, Suite 124 Melville, NY 11747 Phone: (631) 994-2220 Email: kreynolds@kareynoldslaw.com About SGM Foods LLC SGM Foods, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42140) on April 10, 2019. On April 30, 2019, the case was reassigned from Judge Elizabeth S. Stong to Judge Robert E. Grossman and was assigned a new case number (Case No. 19-73116). At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Law Offices of Kenneth A. Reynolds, Esq., P.C., is the Debtor's counsel. SIMKAR LLC: Seeks to Hire Bronson Law as Counsel ------------------------------------------------ Simkar LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Bronson Law Offices, P.C., as counsel to the Debtor. Simkar LLC requires Bronson Law to: (a) assist the Debtor in the administration of its Chapter 11 proceeding; (b) prepare a cash collateral motion; (c) prepare or review operating reports; (d) set a bar date; (e) review claims and resolve claims which should be disallowed; (f) assist in obtaining debtor in possession financing; and (g) assist in reorganizing and confirming a Chapter 11 plan. Bronson Law will be paid at these hourly rates: H. Bruce Bronson $400 Paralegals $120 Bronson Law received a retainer from the Debtor in the amount of $5,000 prior to the petition date. Bronson Law will also be reimbursed for reasonable out-of-pocket expenses incurred. H. Bruce Bronson, the firm's founding partner, 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. Bronson Law can be reached at: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, P.C. 80 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 E-mail: hbbronson@bronsonlaw.net 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. In the petition signed by Alfred Heyer, Neo Lights Holdings Inc., president of managing member, the Debtor estimated assets and estimated liabilities of $10 million to $50 million. The Debtor's counsel is H. Bruce Bronson, Jr., Esq., in Harrison, New York. The U.S. Trustee for Region 2 on March 22, 2019, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Golenbock Eiseman Assor Bell & Peskoe LLP, as counsel. SKY-SKAN INC: Discloses Establishment of Stock Incentive Plan ------------------------------------------------------------- Sky-Skan Incorporated filed a disclosure statement pertaining to its chapter 11 plan of reorganization dated Nov. 12, 2018 and amended as of April 19, 2019 and May 17, 2019. The latest filing discloses that the Debtor will establish a Stock Incentive Plan (SIP) to be funded by Steven Savage, who will contribute 15% of the outstanding and issued unrestricted stock of the Debtor, of which he owns 100%. The stock will be distributed as incentives to employees based on the SIP to be developed by the Board. Mr. Savage will irrevocably transfer the shares to the SIP upon confirmation of the Plan. A copy of the Disclosure Statement is available at https://tinyurl.com/y3wtmph9 from Pacermonitor.com at no charge. A copy of the Amended Plan dated May 17, 2019 is available at https://tinyurl.com/y5dbsnur from Pacermonitor.com at no charge. About Sky-Skan Inc Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed by Steven T. Savage, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is the financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SKYLINE RIDGE: Taps Keegan Linscott as Accountant ------------------------------------------------- Skyline Ridge, LLC, received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Keegan Linscott & Kenon, P.C. as its accountant. The firm will assist the Debtor in the preparation of monthly operating reports and other reporting requirements, and will provide other accounting services necessary to administer its bankruptcy estate. The firm's hourly rates are: Principals/Directors $335 Managers $195 Supervisors $165 Associates $125 Staff $85 Administrative $50 Keegan Linscott is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Christopher Linscott Keegan Linscott & Kenon, P.C. 1959 S. Power Road, Suite 103-399 Mesa, AZ 85206 Phone: (480) 374-6394 Fax: (520) 884-8767 Email: info@klkcpa.com About Skyline Ridge Based in Tucson, Ariz., Skyline Ridge, LLC, is an Arizona limited liability company categorized under residential contractor. Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-01908) on March 1, 2018. In the petition signed by Ahmad Zarifi, managing member and sole owner, the Debtor estimated assets at $1 million to $10 million and liabilities at the same range. Michael Baldwin, PLC, is the Debtor's attorney. SOAS LLC: Gets Approval on Interim Cash Collateral Use ------------------------------------------------------ The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western District of Washington has entered an emergency order authorizing SOAS, LLC interim use of cash collateral. The Debtor may use cash collateral solely to pay the ordinary and necessary business expenses of the its business, as outlined in the budget, and will not exceed any expense line item of the Budget by more than 10%, or generate less than 90% of revenue line item in the Budget. The Court has been advised by the Debtor that Live Oak Bank Company claims a security interest in the its assets, including but not limited to, a security interest in Debtor's accounts, inventory and cash, and in the profits and proceeds thereof. Live Oak is granted valid, binding, enforceable and perfected security interests and liens in the same priority as they existed prior to the petition date in this Chapter 11 case, in and to all located, that was subject to the Bank's security interests in the Debtor's assets pre-petition, and all rents, profits, and proceeds generated therefrom. The Replacement Liens are and will be in addition to those liens against the Debtor's assets that the Bank held pre-petition, and will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the case. As adequate protection in respect of any diminution in the value of their respective collateral, Steven Oliva, Hi-School Pharmacy Services, McKesson Corporation and Cardinal Health 110 LLC, are each granted a valid, binding, enforceable, and automatically perfected replacement lien and security interest in all of the Debtor's post-petition assets of any kind or nature, whether real or personal property, tangible or intangible, wherever located, and the proceeds and products thereof, with the same status and priority as their respective liens existing prepetition. In addition, the Debtor will: (A) provide Live Oak a report containing the following information: (i) cash income for the prior week and for the period since the Petition Date; (ii) cash expenditures by Budget line items for the prior week and for the period since the Petition Date; (iii) a comparison of actual weekly and cumulative income and expenditures by line item to Budgeted weekly cumulative income and expenditures by line item; (iv) a listing of account receivables and work-in-progress, together with a schedule of contracts in progress, including an accounts receivable aging report. (B) provide to Live Oak copies of Debtor's monthly financial reports; (C) continue to maintain insurance on its place of business; (D) not incur any indebtedness with priority over the liens of Live Oak; (E) not sell any of its assets, other than inventory and goods in the ordinary course of business without Bankruptcy Court approval; (F) make no payments on pre-petition debts, except for prepetition wages, salaries, medical insurance premiums and other benefits in an amount not to exceed the unsecured priority amounts set forth in 11 U.S.C. Section 507(a)(4) and (5), unless expressly consented to in writing by Live Oak, or approved by the Bankruptcy Court after notice and hearing; and (G) make monthly interest-only payments to Live Oak in an amount equal to accrued interest at the rate of 7.25% per annum of the outstanding principal balance owing to Live Oak, without prejudice to the estate, the Debtor, any Committee if one is appointed, or any other party in interest to challenge the rate of interest at any final hearing or in a plan of reorganization. To the extent that a component of rent paid to Dry Lake Land Stewardship LLC represented a partial payment to Live Oak, then the interest paid pursuant to this provision will be credited against that component of the rent paid to Dry Lake Land. The Debtor's use of cash collateral will terminate upon the occurrence of any of the following: (a) The Debtor fails to timely and fully perform or observe any material provision of the Interim Order, including, without limitation, any violation of the restrictions on the use of Cash Collateral, failure to make timely payment to Live Oak or the failure to timely provide reports and accounting as set forth in the Order. (b) Conversion of the Debtor's chapter 11 case to a case under chapter 7 or the cessation of substantially all of the Debtor's customary and ordinary business activities. (c) Appointment of a chapter 11 trustee. (d) The occurrence of an event of a post-petition default under the parties' loan documents. However, failure to make any payment on either the Term Loan or the Line of Credit during the term of the order will not constitute a Termination Event. (e) Exceed budget expense line item by more than 10% or generating less than 90% of a budget revenue line item, including accounts receivable aging reports. About Soas LLC Soas, LLC, which conducts business under the name Island Drug, is a long-term care pharmacy in Oak Harbor, Wash. It dispenses medicinal preparations delivered to patients residing within an intermediate or skilled nursing facility, including intermediate care facilities for mentally retarded, hospice, assisted living facilities, group homes, and other forms of congregate living arrangements. Soas LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-10928) on March 18, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Marc Barreca. The Tracy Law Group PLLC is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SURE WINNER: Seeks to Hire Bernstein Shur as Legal Counsel ---------------------------------------------------------- Sure Winner Foods seeks approval from the U.S. Bankruptcy Court for the District of Maine to hire Bernstein, Shur, Sawyer & Nelson, P.A. as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code; negotiations with creditors; review of claims; and the preparation of a reorganization plan. The firm's hourly rates are: Robert Keach $590 Lindsay Zahradka Milne $395 Roma Desai $340 Adam Prescott $305 Kaitlyn Husar $250 Angela Stewart $230 Karla Quirk $190 Robert Keach, Esq., a shareholder of Bernstein, disclosed in court filings that he and other members of his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert J. Keach, Esq. Bernstein, Shur, Sawyer & Nelson, P.A. 100 Middle Street, 6th Floor P.O. Box 9729 Portland, ME 04104-5029 Tel: (207) 774-1200 Email: rkeach@bernsteinshur.com About Sure Winner Foods Sure Winner Foods -- http://www.swfoods.com/-- supplies ice cream, novelties, and frozen food products through its direct store delivery program. Sure Winner Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 19-20226) on May 7, 2019. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Peter G. Cary. SURE WINNER: Seeks to Hire Spinglass as Financial Advisor --------------------------------------------------------- Sure Winner Foods seeks approval from the U.S. Bankruptcy Court for the District of Maine to hire Spinglass Management Group, LLC as its financial advisor. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) financial and operational analysis of the Debtor's current and potential profitability; (b) review or development of short-term and long-term cash forecasts necessary to manage cash and borrowing requirements; (c) preparation of weekly and operational tracking reports; (d) assistance in the management and enhancement of profitability and liquidity issues; (e) assistance in the preparation of financial models and presentations for use in decision-making and for communication with outside parties; (f) assistance with litigation strategy, including damages and claim analysis; (g) compliance with the financial requirements of the Bankruptcy Code and the U.S. trustee; (h) attendance at meetings with the members, operating personnel, senior management, and various outside parties; and (i) the potential marketing of the Debtor's assets, preparation of financial models and negotiation of potential purchase terms with interested parties. The firm's hourly rates are: Mark Stickney $300 Gary Wardwell $180 Steve Collins $125 Dajana Derman $75 The Debtor paid $12,800 to Spinglass prior to the Petition Date. Mark Stickney, principal of Spinglass, disclosed in court filings that he and other members of the firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark F. Stickney Spinglass Management Group, LLC 16 Casco Street, 3rd Floor Portland, ME 04101 Phone: 207.956.6601 / 207.774.7234 Email: mstickney@spinglassllc.com About Sure Winner Foods Sure Winner Foods -- http://www.swfoods.com/-- supplies ice cream, novelties, and frozen food products through its direct store delivery program. Sure Winner Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 19-20226) on May 7, 2019. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Peter G. Cary. The Debtor tapped Bernstein, Shur, Sawyer & Nelson as counsel; and Spinglass Management Group, LLC, as financial advisor. TECHNICAL COMMUNICATIONS: Gets $2.7 Million Orders from ADS ----------------------------------------------------------- Technical Communications Corporation received orders valued at approximately $2,700,000 from ADS, Inc. for the company's DSP9000 and HSE6000 encryption systems, training and support. These orders are in support of a foreign military sales contract between the U.S. government and a Middle Eastern government. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks. Technical Communications reported a net loss of $1.43 million for the year ended Sept. 30, 2017, compared to a net loss of $2.47 million for the year ended Oct. 1, 2016. As of June 30, 2018, the Company had $3.84 million in total assets, $481,543 in total current liabilities and $3.36 million in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Mass., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. THISTLE FOUNDRY: A. Goldstein Named Ch. 11 Trustee -------------------------------------------------- Judge Paul M. Black of the U.S. Bankruptcy Court for the Western District of Virginia approved the appointment of Andrew S. Goldstein as the Chapter 11 trustee for Thistle Foundry & Machine Co., Inc. Mr. Goldstein was appointed by John P. Fitzgerald, III, the Acting United States Trustee for Region 4. About Thistle Foundry & Machine Thistle Foundry & Machine Co., Inc., is a privately held company in Bluefield, VA, categorized under Steel Foundries. Thistle Foundry filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 18-71371) on Oct. 12, 2018, estimating $500,001 to $1 million in assets and liabilities. The Petition was signed by Albert A. Crews, Jr., president. Copeland Law Firm, P.C., led by Robert Tayloe Copeland, serves as counsel to the Debtor. TIMBERLAND BUILDERS: Seeks to Hire Nicolet Law Office as Counsel ---------------------------------------------------------------- Timberland Builders WI, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Nicolet Law Office, S.C., as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Nicolet will charge an hourly fee of $285. Legal fees will be capped at $10,000. Mark Mathias, Esq., at Nicolet, disclosed in court filings that he and other attorneys in his firm do not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Mark N. Mathias, Esq. Nicolet Law Office, S.C. 402 Graham Ave, Suite 305 Eau Claire, WI 54701 Email: mark@nicoletlaw.com About Timberland Builders WI Timberland Builders WI, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 19-11671) on May 17, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Nicolet Law Office, S.C., is the Debtor's counsel. UNITED PF: Moody's Assigns B2 CFR & B1 1st Lien Term Loan Rating ---------------------------------------------------------------- Moody's Investors Service assigned first time ratings to United PF Holdings, LLC (United PF) including a Corporate Family Rating (CFR) at B2, a Probability of Default Rating at B2-PD, first lien bank credit facilities ratings at B1 and a second lien term loan rating at Caa1. The ratings outlook is stable. Proceeds from the proposed $465 million first lien term loan and proposed $110 million second lien term loan will be used to refinance United PF's existing debt, fund an acquisition of 26 clubs that operate under Planet Fitness franchise agreements and pay related fees and expense. The transaction will also include a $75 million first lien delayed draw term loan that will be available for general corporate purposes including financing new club openings and potential acquisitions as well as a $20 million revolving credit facility. The following ratings are assigned: Issuer: United PF Holdings, LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured First Lien Term Loan, Assigned B1 (LGD3) Senior Secured First Lien Delayed Draw Term Loan, Assigned B1 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B1 (LGD3) Senior Secured Second Lien Term Loan, Assigned Caa1 (LGD6) Outlook Actions: Issuer: United PF Holdings, LLC Outlook, Assigned Stable RATINGS RATIONALE United PF's B2 CFR reflects its small scale (pro forma revenues of $240 million), initial very high Moody's lease adjusted debt/EBITDA of 7.5x and modest EBITA/interest expense of 1.2x, pro forma for the acquisition and incremental debt raise for the twelve months ended March 31, 2019. United PF's revenue scale and credit metrics are weak for the B2 rating category broadly and compared to other similarly rated fitness industry peers. However, Moody's believes that United PF's history of solid operating performance including the earnings growth trajectory associated with the maturation of newly opened clubs support United PF's ability to reduce debt/EBITDA to 5.8x over the next twelve to eighteen months. Moody's views the highly fragmented and competitive fitness club industry as having high business risk given its low barriers to entry, exposure to cyclical shifts in discretionary consumer spending, and high attrition rates. In addition, United PF's majority ownership by a private equity firm -- is a credit constraint. However, United PF's rating is supported by its franchise relationship with Planet Fitness, the US's largest and fastest growing fitness club chain that has a well-recognized national brand name. United PF is the largest franchise operator within the Planet Fitness system. The CFR also recognizes United PF's consistently solid performance in key operating metrics such as positive comparable-club revenue growth driven mainly by solid growth in membership count, steadily growing club count and an ability to maintain profitability at mature clubs. The rating is also supported by Moody's expectation for a moderate level of industry growth over the next 12-18 months, supported by the US economic expansion and market growth, largely driven by the Planet Fitness franchise system. Additional support is provided by the longer term positive fundamentals for the fitness club industry such as its apparent under penetration and an increased awareness of the importance of fitness. The stable outlook reflects that United PF will continue to generate solid comparable club revenue growth while maintaining its current EBITA margin and attrition rates. The outlook also acknowledges that there will be no distributions to shareholders and that United PF will maintain good liquidity and that the $75 million proposed delayed draw term loan is more than sufficient to fund the required growth capital expenditures and any potential acquisitions over the next two years. It also acknowledges that any potential acquisitions will be financed such that they are deleveraging. Given the very high initial leverage, an upgrade over the near term is unlikely. However, ratings could be upgraded if United PF maintains mid single-digit comparable club revenue growth while executing on its acquisition and expansion strategy. An upgrade would also require operating performance and financial policies that support debt/EBITDA sustained below 4.5x and EBITA/interest expense above 2.0x. Ratings could be downgraded if United PF experiences a slowdown in comparable club revenue growth to less than 1% or a weakening in its competitive position. Lower ratings could also be considered if United PF is required to close any clubs due to underperformance or experiences a deterioration in liquidity. Quantitatively, ratings could be downgraded should operating performance or financial policies support debt/EBITDA remaining above 6.0x beyond year 2019 or EBITA/interest below 1.25x. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Austin, TX, United PF is the US's largest Planet Fitness franchisee. It is owned by Eagle Merchant Partners and JLM Financial Partners. At March 31, 2019 United PF owned and operated 121 Planet Fitness locations in 10 different states. It has seven area development agreements covering 11 states with Planet Fitness. Pro forma for the acquisition of 26 clubs, it will own and operate 147 clubs with 1.1 million members across 13 states. Pro forma revenues are $240 million. VALERITAS HOLDINGS: Reiterates Q2 & 2019 Revenue Guidance --------------------------------------------------------- Valeritas Holdings, Inc., said it will participate in this year's American Diabetes Association's (ADA) 79th Scientific Sessions at the Moscone Center in San Francisco, CA, on June 7-11, 2019. Additionally, Valeritas reiterated its second quarter 2019 revenue guidance of $7.4 million to $7.6 million and its 2019 annual revenue guidance of $31.0 million to $34.0 million. Also, the Company now expects to end the second quarter with $27 million in cash and cash equivalents vs. the original estimate of $25 million with the Company's current cash position now allowing it to operate into February 2020, assuming no additional capital or non-dilutive financing. "This year's ADA Scientific Sessions will be an exciting one for Valeritas and V-Go," said John Timberlake, president and chief executive officer of Valeritas. "Over the five days, there will be multiple abstracts and posters presented on the efficacy, safety, and economics of V-Go, our simple to use, all-in-one basal-bolus insulin delivery device. Come visit us at booth #217 to learn more about V-Go and our V-Go SIMTM (Simple Insulin Management) Bluetooth connected accessory." About Valeritas Holdings Valeritas -- http://www.valeritas.com/-- is a commercial-stage medical technology company focused on developing and commercializing innovative technologies for people with diabetes. Valeritas' flagship product, V-Go Wearable Insulin Delivery device, is an all-in-one basal-bolus insulin delivery option for patients with type 2 diabetes that is worn like a patch and can eliminate the need for taking multiple daily shots. V-Go administers a continuous preset basal rate of insulin over 24 hours, and it provides discreet on-demand bolus dosing at mealtimes. Headquartered in Bridgewater, New Jersey, Valeritas operates its R&D functions in Marlborough, Massachusetts. Valeritas incurred a net loss of $45.92 million in 2018, following a net loss of $49.30 million in 2017. As of March 31, 2019, Valeritas had $59.59 million in total assets, $58.12 million in total liabilities, and $1.46 million in total stockholders' equity. Friedman LLP, in East Hanover, New Jersey, the Company's auditor since 2016, issued a "going concern" opinion in its report dated March 5, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. VANTAGE TRAILERS: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------- Henry Hobbs Jr., acting U.S. trustee for Region 7, on May 28 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Vantage Trailers, Inc. The committee members are: (1) Southern Tire Mart, LLC Attn: Perry Phillips 800 Hwy. 98 Columbia, MS 39429 Tel: 601-270-1234 Fax: 601-651-3004 Email: perry.phillips@stmtires.com Counsel: Krage & Janvey, LLP Paul C. Sewell, Esq. 2100 Ross Avenue, Suite 2600 Dallas, TX 75201 Tel: 214-397-1917 Fax: 214-220-0230 Email: psewell@kjllp.com (2) Tower Extrusions, Ltd. Attn: Stan Guess 1003 Hwy. 79 South P.O. Box 218 Olney, TX 76374 Tel: 940-564-5681 Fax: 940-564-5033 Email: stan@towerextrusion.com Counsel: David Susler Associate General Counsel 1965 Pratt Blvd. Elk Grove, IL 60007 Tel: 847-806-7273 Email: dsusler@nmlp.com (3) Non-Ferrous Extrusion Attn: Norman D. Feil 9210 Emmott Road Houston, TX 77040 Tel: 832-289-0995 Fax: 713-869-4254 Email: don@non-ferrous.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Vantage Trailers Inc. Established in 1991, Vantage Trailers, Inc. is a family-owned manufacturer of lightweight aluminum frameless end dump trailer in Katy, Texas. Vantage Trailers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-32244) on April 23, 2019. At the time of the filing, the Debtor had estimated assets of X and liabilities of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Jeffrey P. Norman. The Law Office of Margaret M. McClure is the Debtor's legal counsel. VG LIQUIDATION: July 31 Plan Confirmation Hearing ------------------------------------------------- The Bankruptcy Court has approved the Disclosure Statement explaining the Chapter 11 Plan of VG Liquidation and its debtor affiliates. The hearing to consider confirmation of the Plan shall commence on July 31, 2019 at 10:00 a.m. (prevailing Eastern Time). The deadline for filing and serving objections to confirmation of the Plan will be June 28, 2019 at 4:00 p.m. (prevailing Eastern Time) The deadline for filing and serving motions seeking temporary allowance of claims for the purpose of accepting or rejecting the Plan shall be June 28, 2019. The Debtors shall file any Plan Supplement(s) on or before June 21, 2019 at 4:00 p.m. Classes 2A-2C -- General Unsecured Claims are impaired. Class 2A consists of General Unsecured Claims against Inc.; Class 2B consists of General Unsecured Claims against Ltd.; and Class 2C consists of General Unsecured Claims against VMT. Each Noteholder (which is in Class 2A) shall receive its Pro Rata share of the Noteholder Payments to be paid by Inc., provided that on the Effective Date (or as soon as practicable thereafter) Inc. shall pay to CRG, on behalf of the Purchasing Noteholders from the Purchasing Noteholders’ Pro Rata share of the Noteholder Payments, the CRG Claims Purchase Price, and on the Effective Date (or as soon as practicable thereafter) Inc. shall pay the CRG Claims Distribution Amount to the Purchasing Noteholders, Pro Rata based on the Purchasing Noteholders’ respective contribution to the CRG Claims Purchase Price. All other holders of Allowed General Unsecured Claims in Classes 2A, 2B, or 2C shall become Beneficiaries of the Liquidating Trust. On or as soon as practicable after the Effective Date, but in no event later than 30 days after the Effective Date, each holder of an Allowed General Unsecured Claim, except the Noteholders and CRG, shall receive an Initial Distribution. Classes 3A-3C -- Equity Interests. Class 3A consists of Equity Interests in Inc. Class 3B consists of Equity Interests in Ltd., which are held solely by Inc. Class 3C consists of Equity Interests in VMT, which are held solely by Inc. Holders of Equity Interests in Inc., Ltd., or VMT shall neither receive nor retain any property under the Plan. As the Plan provides for the liquidation of the Debtors' assets, and the Debtors currently have the funds necessary to fund the payments provided for under the Plan, the Debtors believe that the Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/y6mdctvo 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., 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. VSOP LLC: Unsecured Creditor Seeks Ch. 11 Trustee Appointment ------------------------------------------------------------- Movant, James P. Hickman, requested the U.S. Bankruptcy Court for the District of Maryland to appoint a Chapter 11 trustee for VSOP, LLC. The Movant is an individual and a resident of the Commonwealth of Virginia, having the largest unsecured claim against the Debtor. According to the Movant, the Debtor’s current management is not loyal to the Debtor. Rather, the Debtor has taken every action possible to personally benefit its principals, non-paying tenant and certain preferred creditors. Hence, the Movant believes that the conflicts of interest make the appointment of a trustee necessary to preserve the value of the Debtor’s property. Further, the Movant noted that the Debtor’s failure to preserve the value of the estate by taking action to evict its non-paying tenant have eroded all confidence in the Debtor’s management. Thus, the Movant requested the Court for the appointment of a trustee which he believes to be justified and in the best interest of the Debtor and creditors. The Movant is represented by: Timothy F. McCormack, Esq. Michelle M. McGeogh, Esq. BALLARD SPAHR LLP 300 East Lombard Street, 18th Floor Baltimore, MD 21202 Tel: (410) 528-5680 Fax: (410) 361-8930 E-mail: mccormackt@ballardspahr.com About VSOP, LLC VSOP, LLC, based in Baltimore, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-15834) on April 30, 2019. The Hon. Michelle M. Harner oversees the case. In the petition signed by Steven Rivelis, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Dennis J. Shaffer, Esq., at Whiteford Taylor & Preston, LLP, serves as bankruptcy counsel. WESTERN RESERVE: Public Salt Appointed as New Committee Member -------------------------------------------------------------- The U.S. Trustee for Region 9 on May 28 appointed Public Salt Company as new member of the official committee of unsecured creditors in the Chapter 11 case of Western Reserve Water Systems, Inc. Watersurplus/Surplus Management, Inc. was removed as member of the committee. The committee is now composed of: (1) Talent Transport, Inc. c/o Frank L. Periandri 22767 Royalton Road Strongsville, OH 44149 Phone: (440) 582-0005 Fax: (440) 582-0009 (2) Enpress LLC c/o Michael Slogar 34899 Curtis Blvd. Eastlake, OH 44095 Phone: (440) 510-0108 Fax: (440) 510-0202 (3) Public Salt Company c/o Paul S. Schoemaker 2927 Harrisburg Road NE Canton, OH 44705 Phone: (330) 454-7913 Fax: (330) 454-7978 About Western Reserve Water Systems Western Reserve Water Systems, Inc. -- http://www.westernreservewater.com/-- is an industrial water service company offering a wide range of equipment, services, parts, and consulting services for the industrial process water and high purity water user. Western Reserve Water Systems services are supplied to various industries, such as power generation, chemical processing, auto, steel, food & beverage, pharmaceutical, hospital, medical, laboratory and light industrial and commercial markets. The Company's service center and regeneration facility is currently located in Cleveland, Ohio, with satellite service locations in Cincinnati, Ohio, and Terre Haute, Indiana. Western Reserve Water Systems, Inc. sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-11864) on April 1, 2019. The case is assigned to Judge Jessica E. Price Smith. In the petition signed by Michael Eiermann, president, the Debtor disclosed total assets at $10,285,282 and $4,306,486 in total debt. The Debtor tapped Glenn E. Forbes, Esq., at Forbes Law, LLC, as counsel. WJA ASSET: TD REO's $925K Sale of Temecula Property Approved ------------------------------------------------------------ Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California authorized TD REO Fund, LLC, an affiliate of WJA Asset Management, LLC, to sell the real property located at 37370 Horsemans, Temecula, California, and legally described as Parcel 27 of Parcel Map No. 14733, in the County of Riverside, State of California, as shown by Parcel Map on file in Book 90, Pages 94 through 102, inclusive of Parcel Maps, in the office of the County Recorder of said County, to Daniel O'Neill or his designee for $925,000. A hearing on the Motion was held on May 15, 2019 at 11:00 a.m. The sale is "as is, where is," without representations or warranties, free and clear of any and all liens and interests. The Debtor is authorized (i) to pay the Property Taxes, as well as the Estate's pro rata share of real property taxes, in full from the proceeds of sale without further order of the Court; (ii) to pay the Broker's commission and ordinary costs of sale of the Property from the proceeds of sale without further order of the Court; (iii) to pay the Citivest Fee from the proceeds of sale without further order of the Court; and (iv) to transfer the net proceeds of the sale of the Property to TD Opportunity to effectuate the proposed short payoff settlement of TD Opportunity's note as set forth in the Sale Notice. The overbid procedures outlined in the Motion are approved. Any requirements for lodging periods of the order approving the Motion imposed by Local Bankruptcy Rule 9021-1 and any other applicable bankruptcy rules are waived. The stay of the order approving the Motion imposed by Federal Rule of Bankruptcy Procedure 6004(h) and any other applicable bankruptcy rules are waived. About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson oversees the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of Norton Moore Adams has been tapped as special counsel. Elite Properties Realty is the broker. ********* 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. 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Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***