/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190603.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 3, 2019, Vol. 23, No. 153 Headlines 540 WILLOUGHBY: Unsecured Creditors to Get Full Payment in Cash 7215 N OAKLEY: Unsecureds to Get 15% in 3 Annual Distributions ABC FINANCIAL: S&P Lowers First-Lien Credit Facility Rating to 'B-' AGILE THERAPEUTICS: FDA Accepts NDA Resubmission of Twirla ALKHAIRY HOSPITALITY: Withdraws Ch. 11 Plan, Disclosure Statement ANAYA-GUERRERO: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ANDERSON FARMS: June 4 Disclosure Statement Hearing ANNE-MARIE REED: Voluntary Chapter 11 Case Summary ASPEN VILLAGE: June 20 Hearing on Disclosure Statement AVON PRODUCTS: Moody's Puts B1 Corp. Family Rating on Review BAKER HYDRO-EXCAVATING: June 27 Plan Confirmation Hearing BCPE EMPIRE: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable BIOSCRIP INC: Gabelli Funds Has 5.5% Stake as of May 28 BLACK RIDGE: Lends $100,000 to BRAC BLUE SKY THINKING: Seeks to Hire Benjamin Martin as Legal Counsel BRICOR LLC: Case Summary & 20 Largest Unsecured Creditors BROOKFIT VENTURES: $750K Sale of Business to Grandave Approved BROOKFIT VENTURES: CPO Recommends Approval of Customers' PII Sale BUSINESS FIRST: Case Summary & 16 Unsecured Creditors CAPSTONE PEDIATRICS: PCO Appointment Not Necessary, Court Rules CELADON GROUP: Inks 17th Amendment to Credit Facility CLOUD PEAK: Bid Protections for Unknown Bidder Opposed CNO FINANCIAL: Fitch Rates $500MM Sr. Unsec. Notes 'BB+' COASTAL CARDIOLOGY: Says PCO Appointment Not Necessary COMMSCOPE HOLDING: S&P Lowers ICR to 'B+' on Weak ARRIS Results CORRIDOR MEDICAL: PCO Files 2nd Interim Report COVENANT SURGICAL: S&P Affirms 'B-' ICR on Proposed $350MM Debt CPI CARD: Receives Noncompliance Notice from Nasdaq CPI CARD: Stockholders Elect Six Directors CVR PARTNERS: S&P Affirms 'B+' ICR; Outlook Remains Negative CYTORI THERAPEUTICS: Adjourns Annual Meeting Until June 18 DORIAN LPG: Incurs $50.9 Million Net Loss in Fiscal 2019 DUMITRU MEDICAL: PCO Files 2nd Report EMPRESAS BENITEZ: July 17 Plan Confirmation Hearing EP ENERGY: Stock Trading Suspended on NYSE FIORES MOTORS: Case Summary & 4 Unsecured Creditors FIRSTENERGY SOLUTIONS: PI Creditors Object to Disclosure Statement GIGA-TRONICS INC: Incurs $1 Million Net Loss in Fiscal 2019 GLOBAL EAGLE: Signs Severance Agreement with Former CFO GLOBAL PAYMENTS: Moody's Puts Ba2 CFR Under Review for Upgrade GMD SERVICES: Unsecureds to Get $500 Per Month for 5 Years GNC HOLDINGS: Stockholders Elect Nine Directors GO DADDY: Moody's Rates Proposed $600MM Sr. Unsecured Notes 'B1' GOD'S HOUSE OF REFUGE: U.S. Trustee Objects to Disclosure Statement GOODWILL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors GREENWAY SERVICES: Case Summary & 20 Largest Unsecured Creditors HEXION HOLDINGS: 1st Lien Notes Claims Allowed at $2.4-Bil. HOLLANDER SLEEP: Taps Omni Management as Claims Agent HOSPITAL ACQUISITION: J. Seelig Named PCO IDEANOMICS INC: Consummates Sale Agreement with Redrock Capital IDERA INC: S&P Rates $205MM Second-Lien Term Loan 'CCC' IFRESH INC: Reaches Forbearance Agreement with Keybank IMPALA BORROWER: Fitch Gives Final 'BB-' LT IDR, Outlook Negative INPIXON: Receives Noncompliance Notice from Nasdaq INPIXON: Signs Exchange Agreement with Noteholder JADOOTV INC: Case Summary & 10 Unsecured Creditors JAZZ ACQUISITION: S&P Rates New $480MM Loans 'B-' JLM ENERGY: Secured Creditor Seeks Case Conversion, Ch. 11 Trustee KANDY LIMITED: Case Summary & 2 Unsecured Creditors KEVIN KERVENG TUNG: Case Summary & Unsecured Creditor LA VINAS MD: DOJ Watchdog Directed to Appoint PCO LAKEWAY PUBLISHERS: Case Summary & 20 Largest Unsecured Creditors LASALLE GROUP: DOJ Watchdog Appointed Susan Goodman as PCO MAISON PREMIERE: Case Summary & 20 Largest Unsecured Creditors MESOBLAST LIMITED: Will Discuss Product Pipeline at ISCT Meeting MONITRONICS INTERNATIONAL: Inks Merger Agreement with Ascent MOOD MEDIA: Moody's Cuts CFR to 'Ca' & Rates Second Lien Notes 'C' MOOD MEDIA: S&P Lowers ICR to 'CC' on Proposed Debt Exchange NEOVASC INC: Will Hold its Annual Meeting on June 4 NICHOLS BROTHER: $105K Sale of Oil/Gas Interests to MPB Approved NICHOLS BROTHER: $625K Sale of Oil/Gas Interests to Okie Approved NORTH AMERICAN LITHIUM: Gets Protection Under CCAA NORTHERN BOULEVARD: Lucy Thomson Named CPO PACKERS HOLDINGS: Fitch Rates Incremental 1st Lien Loan 'B+' PACKERS HOLDINGS: Moody's Affirms B3 CFR on Dividend Recap PAREXEL INTERNATIONAL: S&P Downgrades ICR to B- on Weak Cash Flow PEN INC: Incurs $257,900 Net Loss in Third Quarter 2018 PERFORCE INTERMEDIATE: S&P Affirms 'B-' ICR on Sponsor Investment PERFORMANCE FOOD: S&P Cuts Unsec. Note Rating to BB- on Upsized ABL PERMIAN PRODUCTION: S&P Alters Outlook to Neg., Affirms 'B-' ICR PG&E CORP: Wildfire Mitigation Plan Okayed by Regulator PLATTSBURGH MEDICAL: Shireen T. Hart Appointed PCO PRINTEX INC: Case Summary & 20 Largest Unsecured Creditors PROUSYS INC: Case Summary & 20 Largest Unsecured Creditors PRYOR DEFIORE: Case Summary & 13 Unsecured Creditors QUORUM HEALTH: All Five Proposals Approved at Annual Meeting RAINBOW LAND: Case Summary & 8 Unsecured Creditors S&B PROPERTIES: Voluntary Chapter 11 Case Summary SAN DIEGO UNIFIED: Case Summary & 11 Unsecured Creditors SANCHEZ ENERGY: Lenders Approve $240 Million Borrowing Base SCHROEDER BROTHERS: J. Zimmerman Named as Liquidating Trustee SEAWORLD PARKS: S&P Upgrades ICR to 'B+' on Operating Performance SOURCE ENERGY: S&P Alters Outlook to Negative, Affirms 'B' ICR SUNGLO HOME: Obtains Favorable Comments in PCO's Initial Report TH REMODELING: Case Summary & 20 Largest Unsecured Creditors TRUCKING AND CONTRACTING: Case Summary & 16 Unsecured Creditors WALL STREET: Moody's Cuts CFR to B3 & Alters Outlook to Stable WARRIOR CAPITAL: Case Summary & 40 Largest Unsecured Creditors WHITE STAR: Seeks Approval for KCC as Claims Agent YBARRA ENTERPRISES: Filed April 2019 Self-Report on Patient Care ZIONS BANCORP: Moody's Hikes Preferred Stock Rating to Ba1(hyb) [^] BOND PRICING: For the Week from May 27 to 31, 2019 ********* 540 WILLOUGHBY: Unsecured Creditors to Get Full Payment in Cash --------------------------------------------------------------- 540 Willoughby Avenue, LLC, filed a Chapter 11 Plan and accompanying Disclosure Statement proposing that unsecured claims, which are unimpaired, will be paid in full, in Cash, on the Effective Date of the Plan or as soon thereafter as is practicable, plus interest at the federal funds rate on the Petition Date. The funds necessary for implementation of the Plan will be provided from the Debtor, the Guarantor, or one of their respective affiliates, divisions or subsidiaries, jointly or severally. A full-text copy of the Disclosure Statement dated May 16, 2019, is available at https://tinyurl.com/yyz8udgj from PacerMonitor.com at no charge. Counsel for the Debtor is Ira R. Abel, Esq., at Law Office of Ira R. Abel, in New York. About 540 Willoughby Avenue 540 Willoughby Avenue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-43292) on June 5, 2018, disclosing under $1 million in both assets and liabilities. The Law Office of Ira R. Abel is the Debtor's counsel. 7215 N OAKLEY: Unsecureds to Get 15% in 3 Annual Distributions -------------------------------------------------------------- 7215 N Oakley, LLC, filed a Chapter 11 plan and accompanying disclosure statement proposing that general unsecured claims, which total approximately $215,000, will be paid in three distributions on the first, second, and third anniversaries of the Initial Distribution Date, or such earlier date as the Reorganized Debtor determines in its sole discretion, equaling in the aggregate 15% of its Allowed Class 2 Claim. The Plan will be funded by and through (i) the New Equity Contribution by NS New Equity, LLC, the proposed acquirer of the New Equity of the Reorganized Debtor (i.e., at least $300,000), or any higher and better Offer obtained pursuant to the auction procedures set forth in the Plan, (ii) the Reorganized Debtor's future cash flow generated by its ongoing business operations, and (iii) in the event MRR 7215 does not make a 1111(b) election, the refinance of the MRR 7215 Secured Claim within sixty (60) days of confirmation of the Plan or five (5) years after the confirmation Of the Plan if MRR 7215 makes a 1111(b) election. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/y3k4xvye from PacerMonitor.com at no charge. Counsel to the Debtor is Robert W. Glantz, Esq., and David R. Doyle, Esq., at Fox Rothschild LLP, in Chicago, Illinois. About 7215 N Oakley 7215 N Oakley LLC is an Illinois limited liability corporation with its principal offices located at 30 Coventry Road, Northfield, Illinois 60093. The Debtor listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 7215 N Oakley, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-07309) on March 14, 2018. In the petition signed by Nick Stein, manager, the Debtor estimated assets and liabilities of at least $10 million. The case is assigned to Judge Deborah L. Thorne. Robert W Glantz, Esq., at Shaw Fishman Glantz & Towbin LLC, is the Debtor's counsel. ABC FINANCIAL: S&P Lowers First-Lien Credit Facility Rating to 'B-' ------------------------------------------------------------------- S&P Global Ratings lowered its issue-level ratings on ABC Financial Intermediate LLC's first-lien credit facility to 'B-' from 'B' and revised the recovery rating to '3' from '2' following the company's proposed $115 million add-on. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate 60%) recovery in the event of a payment default. The incremental loan will be fungible with the existing first-lien debt due 2025. The company intends to use the proceeds to repay its $115 million second-lien facility (unrated). S&P's 'B-' issuer credit rating and stable outlook on ABC are unaffected. The rating agency views this transaction as leverage neutral with some cash flow benefits given the reduction in interest expense. ISSUE RATINGS—RECOVERY ANALYSIS Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $45.6 million -- EBITDA multiple: 5.5x -- Gross enterprise value: $250.9 million Simulated waterfall -- Net enterprise value (after 5% administrative costs): $238.4 million -- Valuation split (obligors/nonobligors): 100%/0% -- Estimated first-lien claim: $395.5 million -- Value available to first-lien debt claims (collateral/noncollateral): $238.4 million/$0 -- Recovery range: 50%-70% (rounded estimate: 60%) Ratings List ABC Financial Intermediate LLC Issuer Credit Rating B-/Stable Ratings Lowered; Recovery Rating Revised To From Project Accelerate Parent LLC US$25 mil revolver bank ln due 2023 B- B Recovery Rating 3(60%) 2(75%) US$260 mil 1st-lien term bank ln due 2025 B- B Recovery Rating 3(60%) 2(75%) AGILE THERAPEUTICS: FDA Accepts NDA Resubmission of Twirla ---------------------------------------------------------- The U.S. Food and Drug Administration (FDA) has accepted for review Agile Therapeutics, Inc.'s New Drug Application (NDA) resubmission for Twirla (AG200-15), an investigational low-dose combined hormonal contraceptive patch. The NDA resubmission was submitted on May 16, 2019 and is intended to address a Complete Response Letter (CRL) issued by the FDA in December 2017, which identified deficiencies relating to (i) quality control adhesion test methods for the Twirla manufacturing process, (ii) observations identified during an inspection of a facility of the Company's third-party manufacturer for the Twirla NDA that must be resolved, and (iii) questions on the in vivo adhesion properties of Twirla and their potential relationship to the SECURE clinical trial results. The resubmitted NDA includes the results from a comparative wear study that was conducted at the request of the FDA to address the FDA's questions on in vivo adhesion, additional information on the Company's manufacturing process, and other analyses responding to the 2017 CRL. The FDA stated that it considers the resubmission to be a complete, class 2 response to the CRL and established Nov. 16, 2019 as the Prescription Drug User Fee Act (PDUFA) goal date. "The acceptance of our NDA for review represents a significant milestone for Agile. Now that the FDA has acknowledged our NDA resubmission as a complete response to the CRL, we look forward to continuing to work with the FDA during their review," said Al Altomari, chairman and chief executive officer of Agile. About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. The Company plans to resubmit its new drug application, or NDA, for Twirla to the U.S. Food and Drug Administration, or FDA, and seek FDA approval of the NDA in 2019. Agile Therapeutics reported a net loss of $19.77 million for the year ended Dec. 31, 2018, compared to a net loss of $28.30 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $26.13 million in total assets, $1.34 million in total current liabilities, $128,000 in long term lease liability, and $24.66 million in total stockholders' equity. Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor since 2010, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations, has experienced delays in the approval of its product candidate and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ALKHAIRY HOSPITALITY: Withdraws Ch. 11 Plan, Disclosure Statement ----------------------------------------------------------------- Alkhairy Hospitality, LLC, filed a motion to withdraw the Currently filed Plan and Disclosure Statement, stating that the currently filed Disclosure Statement was based on cash flow statements that were in error and needed amended. An amended Plan and Disclosure Statement will be filed based on the new information and some modification that are necessary to clarify the Plan and Disclosure Statement. Attorney for the Debtor is R. David Boyer, II, Esq., at Boyer & Boyer, in Fort Wayne, Indiana. About Alkhairy Hospitality Alkhairy Hospitality, LLC, owns a conference and reception center located at 6222 Ellison Road, Fort Wayne, Indiana. Alkhairy Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-11716) on Sept. 11, 2018. Alkhairy Hospitality previously sought bankruptcy protection (Bankr. N.D. Ind. Case No. 18-10635) on April 17, 2018. The prior case was dismissed for failure to pay the filing fee. In the petition signed by Fauzia Alkhairy, managing director and owner, the Debtor disclosed $1,518,500 in assets and $970,756 in liabilities. Judge Robert E. Grant presides over the case. The Debtor tapped Boyer & Boyer as its legal counsel. ANAYA-GUERRERO: DOJ Watchdog Directed to Appoint Ch. 11 Trustee --------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas directed the U.S. Trustee to appoint a Chapter 11 trustee for Anaya-Guerrero Partnership. The order was made after the Court found that cause exists to appoint a Chapter 11 trustee and that such appointment is in the interest of the creditors. 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. ANDERSON FARMS: June 4 Disclosure Statement Hearing --------------------------------------------------- The hearing to consider the adequacy of the Disclosure Statement explaining the Chapter 11 Plan filed by Anderson Farms, Inc., will be held on June 4, 2019 at 09:00 AM. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y6pfho7b from PacerMonitor.com at no charge. The Debtor also filed a list of claimants as supplement to the disclosure statement explaining the Chapter 11 Plan. The list is available at https://tinyurl.com/y5qrjvvu from PacerMonitor.com at no charge. About Anderson Farms Anderson Farms, Inc. -- https://www.andersonfarms.org/ -- operates a specialized freight trucking business providing a wide range of services to the agricultural industry that suit the needs and requirement of transporting feed to dairies and feedlots. It is headquartered in Burley, Idaho. Anderson Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40360) on April 30, 2018. In the petition signed by Cameron Smith, director, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Joseph M. Meier oversees the case. Maynes Taggart PLLC is the Debtor's counsel. ANNE-MARIE REED: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Anne-Marie Reed, Do, PLLC dba Camelback Healthcare 3900 E. Camelback Road, Suite 150 Phoenix, AZ 85018 Business Description: Anne-Marie Reed, Do, PLLC is a health care provider in Phoenix, Arizona. The Company specializes in family medicine, innovative bio-identical hormone therapy, medical managed weight loss programs, men and women's health, and corporate health programs. http://www.camelbackhealth.com/ Chapter 11 Petition Date: May 30, 2019 Court: United States Bankruptcy Court District of Arizona (Phoenix) Case No.: 19-06717 Judge: Hon. Eddward P. Ballinger Jr. Debtor's Counsel: Thomas H. Allen, Esq. ALLEN BARNES & JONES, PLC 1850 N. Central Ave., #1150 Phoenix, AZ 85004 Tel: 602-256-6000 Fax: 602-252-4712 E-mail: tallen@allenbarneslaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Anne Marie Reed, member. The Debtor did not file with the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb19-06717.pdf ASPEN VILLAGE: June 20 Hearing on Disclosure Statement ------------------------------------------------------ The Court will hold a hearing to consider approval of the Disclosure Statement explaining the Chapter 11 Plan of Aspen Village at Lost Mountain Memory Care, LLC, on June 20, 2019, at 10:00 a.m., in Courtroom 1402, U.S. Courthouse, 75 Ted Turner Drive, SW, Atlanta, Georgia 30303. About Aspen Village at Lost Mountain Aspen Village at Lost Mountain Assisted Living, LLC and Aspen Village at Lost Mountain Memory Care, LLC filed voluntary Chapter 11 petitions (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263, respectively) on Feb. 5, 2019. Both operate assisted living facilities in Georgia. At the time of filing, both Debtors had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The cases have been assigned to Judge Barbara Ellis-Monro. The Debtors tapped Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as their legal counsel. AVON PRODUCTS: Moody's Puts B1 Corp. Family Rating on Review ------------------------------------------------------------ Moody's Investors Service has placed on review with direction uncertain the B1 Corporate Family Rating, the B1-PD Probability of Default Rating and the B3 senior unsecured notes rating of Avon Products, Inc.'s. Concurrently, Moody's has placed on review with direction uncertain the Ba1 rating on the $500 million senior secured notes due in 2022 issued by Avon International Operations, Inc.'s, a wholly owned subsidiary of Avon Products, Inc. The outlook on both entities has been changed to rating under review from negative. The review was prompted by the combined announcement on May 22, 2019 from both Avon and Brazilian beauty company Natura & Co that they had reached an agreement on Natura's intention to make an offer to acquire Avons's entire share capital in an all-share transaction. "The review reflects our view that, should the transaction be finalized, the business profile and financial leverage of the combined group would likely be stronger than those of Avon on a stand-alone basis, resulting in positive rating pressure. Conversely, the failure to complete the merger as scheduled, or a further weakening trend in Avon's earnings or liquidity, could result in a downgrade of Avon's rating, owing to the company's continued weak operating performance to date, and an increase in leverage to levels which are not commensurate with the current B1 rating, as well as the deterioration in the liquidity profile," says Lorenzo Re, a Moody's Vice President - Senior Analyst and lead analyst for Avon. RATINGS RATIONALE Natura & Co and Avon jointly announced on May 22, 2019 that they reached an agreement whereby Natura will acquire Avon's capital in an all-share transaction. Avon's shareholders will be entitled to receive 0.3 Natura shares per each Avon share. Avon Series C Preferred Stock holders will receive a cash consideration of $530 million. The transaction is expected to close in early 2020, but is subject to regulatory approval as well as Avon and Natura shareholders' approval. If successfully completed, the transaction may be credit positive for Avon, because of the enhanced business profile of the combined entity as one of the largest beauty companies in the world; and Moody's estimate that the financial leverage of the combined entity would be somewhat lower than the current high level of Avon. Conversely, should the transaction not proceed, the rating review process may conclude with a rating downgrade because of Avon's weak operating performance and deteriorating liquidity. Moody's expects that Avon's credit metrics will remain weak in the next 12 months, with leverage (measured as Moody's-adjusted gross debt/EBITDA) deteriorating to above 6.5x in 2019, which is well above its guidance of 5.5x for the B1 rating. At this time, Moody's believes that Avon's ability to reduce leverage will be challenged because of its weak operating performance and the execution risk in its restructuring plan. Although some of the actions that the company is taking to revamp sales, such as better pricing and promotion initiatives are bearing some fruits, the number of active representatives continued to decline in 1Q 19 in all geographies, with an acceleration in the negative trend (-9% from -5% in 2018). In Moody's view, Avon's ability to stabilize the number of representatives is key to improving operating performance. The company's actions to address this problem have not yet produced positive results, reflecting the execution risk on the company's restructuring plan. Avon's liquidity profile is deteriorating, owing to the high cash burn reported in 1Q 2019 and Moody's expectation that its cash generation will remain weak in 2019, with negative free cash flow at around $70 million. The company has an outstanding $386 million of senior unsecured notes maturing on March 15, 2020. If these notes are not repaid or redeemed 91 days before maturity (i.e. 15 December 2019), this would also trigger the early maturity in December 2019 of the EUR200 million revolving credit facility. As the Natura acquisition is not expected to be completed before year end, Moody's expects that Avon will address its upcoming maturity in a timely manner. In this regard, Moody's notes that Natura has secured $1.6 billion in committed financing to finance certain payments that would be required under Avon's indebtedness as part of the transaction. Moody's also notes that headroom under covenants of the revolving credit facility is limited and tightens over time. As part of the rating review Moody's will primarily focus on assessing: (1) the benefits which could result from combining the two groups in terms of business profile and potential for synergies; (2) the future strategy of the group; (3) expectations around the combined entity's financial leverage on an ongoing basis; and (4) the provision of guarantees from Natura on Avon's debt. LIST OF AFFECTED RATINGS: Issuer: Avon International Operations, Inc. Placed on Review Direction Uncertain: Senior Secured Regular Bond/Debenture, currently Ba1 Outlook Action: Outlook, Changed To Rating Under Review From Negative Issuer: Avon Products, Inc. Placed on Review Direction Uncertain: LT Corporate Family Rating, currently B1 Probability of Default Rating, currently B1-PD Senior Unsecured Regular Bond/Debenture, currently B3 Outlook Action: Outlook, Changed To Rating Under Review From Negative CORPORATE PROFILE Avon is a global beauty product company and one of the largest direct sellers through around five million active representatives. Avon's products are available in over 70 countries and include categories such as color cosmetics, skin care, fragrance and fashion and home. Cerberus Capital Management L.P., through controlled affiliates, owns around 16.6% of Avon through a preferred stock investment. Avon generated about $5.4 billion in revenue and $311 million in EBITDA (Moody's adjusted) in 2018. BAKER HYDRO-EXCAVATING: June 27 Plan Confirmation Hearing ---------------------------------------------------------- The disclosure statement explaining the Chapter 11 Plan filed by Baker Hydro-Excavating, Inc., is conditionally approved. A hearing on final approval of the disclosure statement, if necessary, and on confirmation of the plan will be held on June 27, 2019 at 9:00 a.m. in the U.S. Bankruptcy Courtroom, 2120 Capitol Avenue, 8th Floor, Cheyenne, Wyoming. June 20, 2019 is the last day (a) for filing ballots accepting or rejecting the plan, and (b) for filing objections to the disclosure statement and/or the plan. 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. BCPE EMPIRE: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to BCPE Empire Holdings Inc. (d.b.a. Imperial Dade). Imperial Dade plans to issue a $175 million asset-based lending (ABL) facility, a $660 million first-lien term loan, a $130 million first-lien delayed-draw term loan, a $250 million second-lien term loan, and a $50 million second-lien delayed-draw term loan. S&P assigned its 'B' issue-level and '3' recovery ratings to the company's first-lien facility, and assigned its 'CCC+' issue-level rating and '6' recovery rating to the second-lien term loan. The ABL facility is unrated. "Our rating on Imperial Dade reflects its relatively narrow scope of products and services, limited geographic diversification, and aggressive, acquisition-driven growth strategy. It also considers its increasing scale and relatively stable end-market demand, including somewhat nondiscretionary products and exposure to noncyclical end markets," S&P said. The stable outlook reflects S&P's view that operating performance will be supported by rising top-line and earnings growth, driven by positive secular trends toward more prepared foods, particularly take-out and delivery. Despite an aggressive, acquisitive growth strategy, the rating agency expects Imperial to maintain adjusted debt to EBITDA below 7x on a sustained basis through its disciplined approach with acquisitions and integration. "We could lower our ratings on Imperial over the next year if adjusted leverage rises to and remains above 7x, which would likely occur with a large, debt-financed acquisition, integration missteps from recent acquisitions, or if customer losses or costs unexpectedly spike," S&P said. "While unlikely due to high leverage and financial sponsor ownership, we could consider raising the ratings if scale meaningfully increases and operating performance improves, sustaining adjusted debt to EBITDA below 5x," S&P said. BIOSCRIP INC: Gabelli Funds Has 5.5% Stake as of May 28 ------------------------------------------------------- In a Schedule 13D/A filed with the U.S. Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Bioscrip Inc. as of May 28, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Gabelli Funds, LLC 7,103,206 5.52% GAMCO Asset Management Inc. 667,285 0.52% Teton Advisors, Inc. 471,600 0.37% Gabelli & Company Investment Advisers, Inc. 829,409 0.64% The Reporting Persons used an aggregate of approximately $2,535,517 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $112,745 and $783,620, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for those clients. Teton Advisors used approximately $49,734 of funds of investment advisory clients to purchase the additional Securities reported by it. GCIA used approximately $1,589,418 of client funds to purchase the additional Securities reported by it. The aggregate number of Securities to which this Schedule 13D relates is 9,071,500 shares, representing 7.05% of the 128,758,438 shares outstanding as reported in the Issuer's most recently filed Form 10-Q for the quarterly period ended March 31, 2019. A full-text copy of the regulatory filing is available for free at: https://is.gd/8xbH59 About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is an independent national provider of infusion and home care management solutions, with approximately 2,100 teammates and nearly 70 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. BioScrip reported a net loss attributable to common stockholders of $62.90 million in 2018, following a net loss attributable to common stockholders of $74.27 million in 2017. As of March 31, 2019, Bioscrip had $597.19 million in total assets, $657.28 million in total liabilities, $3.33 million in series A convertible preferred stock, $92.9 million in series C convertible preferred stock, and a total stockholders' deficit of $156.34 million. * * * In July 2018, Moody's Investors Service upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from 'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the company's very high leverage and weak liquidity. S&P Global Ratings said all of its ratings on BioScrip Inc., including the 'CCC+' issuer credit rating and issue level ratings, remain on CreditWatch with positive implications until the close of its all-stock merger with competitor HC Group Holdings III Inc., as reported by the TCR on May 20, 2019. BLACK RIDGE: Lends $100,000 to BRAC ----------------------------------- Black Ridge Oil & Gas, Inc., loaned $100,000 to Black Ridge Acquisition Corp. ("BRAC") on May 23, 2019, and was issued a convertible promissory note to evidence such loan. The loan is unsecured, non-interest bearing and is payable at the consummation by BRAC of a merger, share exchange, asset acquisition, or other similar business combination, with one or more businesses or entities. Upon consummation of a Business Combination, the principal balance of the note may be converted, at the Company's option, to units at a price of $10.00 per unit. The terms of the units will be identical to the units issued by BRAC in its initial public offering, except the warrants included in such units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Company or its permitted transferees. If the Company converts the entire principal balance of the convertible promissory note, it would receive 10,000 units. If a Business Combination is not consummated, the note will not be repaid by BRAC and all amounts owed thereunder by BRAC will be forgiven except to the extent that BRAC has funds available to it outside of its trust account established in connection with the initial public offering. About Black Ridge Black Ridge Oil & Gas -- http://www.blackridgeoil.com-- is a company focused on acquiring, investing in, and managing the oil and gas assets for its partners. The Company continues to pursue asset acquisitions in all major onshore unconventional shale formations that may be acquired with capital from its existing joint venture partners or other capital providers. Additionally, as the sponsor and manager of Black Ridge Acquisition Corp., the Company is focused on assisting BRAC in its efforts to identify a prospective target business for a merger, share exchange, asset acquisition or other similar business combination. Black Ridge is based in Minneapolis, Minnesota. Black Ridge reported a net loss attributable to the Company of $344,014 for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company of $392,529 for the year ended Dec. 31, 2017. As of March 31, 2019, Black Ridge had $142.95 million in total assets, $790,064 in total liabilities, $141.34 million in redeemable non-controlling interest, and $825,269 in total stockholders' equity. M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company suffered a net loss from operations and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. BLUE SKY THINKING: Seeks to Hire Benjamin Martin as Legal Counsel ----------------------------------------------------------------- Blue Sky Thinking, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire the Law Offices of Benjamin Martin as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include a review of claims of creditors and the preparation of a plan of reorganization. Benjamin Martin will charge $300 per hour for attorney's time and $100 per hour for travel time by the attorney. The Debtor paid the firm a $5,983 retainer, plus $1,717 for the filing fee. The firm neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Benjamin G. Martin, Esq. Law Offices of Benjamin Martin 1620 Main Street, Suite 1 Sarasota, FL 34236 Phone: (941) 951-6166 Email: skipmartin@verizon.net About Blue Sky Thinking Blue Sky Thinking, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04740) on May 20, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Law Offices of Benjamin Martin is the Debtor's counsel. BRICOR LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Bricor LLC 112 Cambridge Drive Belle Chasse, LA 70037 Business Description: Bricor LLC is a trucking company in Belle Chasse, Louisiana. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Case No.: 19-11469 Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Phillip K. Wallace, Esq. PHILLIP K. WALLACE, PLC 4040 Florida Street, Suite 203 Mandeville, LA 70448 Tel: (985) 624-2824 Fax: (985) 624-2823 E-mail: PhilKWall@aol.com pkwallace@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Begouich, registered agent/manager. 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/laeb19-11469.pdf BROOKFIT VENTURES: $750K Sale of Business to Grandave Approved -------------------------------------------------------------- Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York authorized Brookfit Ventures, LLC, also known as Brook Fit Ventures LLC, doing business as Retro Fitness, to sell its business as a going concern, consisting of, but not limited to, all machinery, equipment, gym memberships, customer lists, related to its pre-petition operations as a gym, to Grind House Strategies, LLC, as the assignee of Grandave Fitness, Inc., for $750,000. The Sale Hearing was held on May 21, 2019. The Debtor is authorized to assume and assign the Assigned Contracts at closing to the Purchaser, with the Sale of the Acquired Assets and the Assignments of the Assigned Contracts to be free and clear of all liens, claims, interests, and encumbrances, with all liens, claims and encumbrances attaching to the sale proceeds. The Sale and transfer of the Assets to the Purchaser, including the assumption by the Debtor and the assignment to the Purchaser of the Assigned Contracts, will not subject the Purchaser to any liability (including any successor liability) under any laws (NHL), including any bulk-transfer laws, or any theory of successor or transferee liability, de facto merger or substantial continuity or similar theories, with respect to the operation of the Debtor and its business prior to the closing. The assumption and assignment at closing of each and every of the Assigned Contracts set forth in the APA are approved and the Debtor is authorized to assume those contracts under the Order and assign those contracts at closing to the Purchaser. The Debtor will pay to LNA any undisputed cure payment upon the clearing of the funds from closing and any disputed cure payment due to assume the non-residential real property lease, will be held in escrow or in a segregated account and paid from the sale proceeds upon the entry of a final order determining said cure payment by the Court. The Franchise Agreement with Retrofit, LLC is rejected and Retrofit, LLC will have an Allowed Unsecured Claim for rejection damages in the amount of $400,000. The paragraph 19(b)(iii) of the Consumer Privacy Ombudsman's Report will be replaced with the following: "A disclosure will be sent to all gym members outlining that each gym member may have the right under their existing member agreement to go to another Retro Fitness location, and if they exercise the option to go to another Retro Fitness location within 30 days of the transfer to the Purchaser, the gym member will not have to remain a gym member of Purchaser and Purchaser will reasonably assist with the transfer of the gym member and his or her's PII to the new Retro Fitness location and Purchaser will destroy the member's PII in its possession of such gym member which so elects within 30 days following the transfer being effected” and the APA will be deemed amended by the Order to include this provision. The Debtor is authorized to and will pay the Allowed Secured Claim of Sterling Bank in the amount of $129,665, from the Sale Proceeds once those funds have cleared the Debtor's DIP Account. The Debtor will pay Sterling Bank's attorneys' fees from the proceeds at closing, after they have cleared the Debtor's DIP account if the amount is agreed to by the Debtor and the Office of the United States Trustee. If the amount is not agreed to, the Counsel may seek an Order of the Court determining same. In the event that there is an unresolved objection or the parties are otherwise unable to reach a consensual resolution of the amount of legal fees due to Sterling Bank, Sterling Bank will submit an application to the Court seeking such payment. The Debtor agrees to escrow the sum of $25,000 from the sale proceeds and set aside same for the sole and exclusive purpose of payment of Sterling Bank's attorneys' fees. Said funds will not be used for any other purpose and will remain in escrow until an order of the Court is entered determining the amount of Sterling Bank's legal fees consensually or otherwise. The $25,000 sum is an estimate and if the amount of Sterling Bank's legal fees is determined by the Court or otherwise agreed by the parties to be less, the difference will be remitted back to the Debtor's estate. In the event that Sterling Bank's fees are determined by the Court or agreed to be more than the sum of $25,000, the Debtor is directed to pay Sterling Bank the difference from the remaining sale proceeds. The 14-day stay period provided for under Bankruptcy Rule6004(h) will not be in effect and the Order will be effective and enforceable immediately upon its entry. About Brookfit Ventures Brookfit Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46224) on Oct. 30, 2018. In the petition signed by David Ragosa, managing member, the Debtor estimated less than $50,000 in assets and less than $1 million in liabilities. The Debtor is represented by Avrum J Rosen, Esq. of Rosen, Kantrow & Dillon, PLLC. On Dec. 12, 2018, the Court appointed Integrity Square, LLC, as the Debtor's business broker. BROOKFIT VENTURES: CPO Recommends Approval of Customers' PII Sale ----------------------------------------------------------------- Alan Chapell, the appointed Consumer Privacy Ombudsman for Brookfit Ventures LLC, filed a Report, dated May 19, 2019, concerning Brookfit Ventures LLC's sale of customer information to Grandave Fitness, LLC, the Purchaser. In this case, the CPO noted that the Debtor seeks to transfer customer information obtained pursuant to membership applications completed by prospective members of Debtor's gym via (a) Debtor's physical gym location and (b) the Retro Fitness website. Based on the Report, the CPO requested the U.S. Bankruptcy Court for the Eastern District of New York to approve the transfer of all the customers' personally identifiable information (PII) and the membership agreements from Debtor to the Purchaser immediately upon close of the transaction. Further, the CPO explained that the order approving the sale of PII shall also (i) require the Debtor to file with the Court a statement under oath that it has fully complied with the conditions; (ii) require the Purchaser to file a statement under oath that it will continue to operate a gym under another name at the same premises as Debtor’s gym and, to the extent not superseded by the membership agreements, abide by the privacy policy set in the membership agreements and at https://retrofitness.com/privacy-policy/; and, (iii) direct the CPO to file a supplemental report confirming such compliance; or (iv) both. A full-text copy of the Report is available at https://is.gd/v2IyrX from PacerMonitor for free. About Brookfit Ventures Brookfit Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46224) on Oct. 30, 2018. In the petition signed by David Ragosa, managing member, the Debtor estimated less than $50,000 in assets and less than $1 million in liabilities. The Debtor is represented by Avrum J Rosen, Esq. of Rosen, Kantrow & Dillon, PLLC. BUSINESS FIRST: Case Summary & 16 Unsecured Creditors ----------------------------------------------------- Debtor: Business First, LLC fka Marlink Telemar LLC fka Telemar USA LLC 11707 South Sam Houston Parkway West, Suite 100 Houston, TX 77031 Business Description: Business First, LLC is a provider of navigation & communication equipment and services to the maritime industry. It also offers equipment installation, repairs, inspections and satellite airtime solutions. https://www.telemarusa.com/ Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 19-11223 Judge: Hon. Mary F. Walrath Debtor's Counsel: Kate R. Buck, Esq. MCCARTER & ENGLISH, LLP 405 N. King Street, 8th Floor Wilmington, DE 19801 Tel: 302-984-6300 Fax: 302-984-6399 E-mail: kbuck@mccarter.com - and - Shannon Dougherty Humiston, Esq. MCCARTER & ENGLISH, LLP 405 N. King St., 8th Floor Wilmington, DE 19801 Tel: 302-984-6344 Fax: 302-984-6399 E-mail: shumiston@mccarter.com Total Assets: $62,608 Total Liabilities: $6,323,821 The petition was signed by Thomas Collins, officer. 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/deb19-11223.pdf CAPSTONE PEDIATRICS: PCO Appointment Not Necessary, Court Rules --------------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee found that the appointment of a patient care ombudsman is not necessary for Capstone Pediatrics, PLLC. The decision was made following the Debtor's motion, dated May 14, 2019, requesting the Court to determine the appointment of a PCO as unnecessary. About Capstone Pediatrics, PLLC Based in Nashville, Tennessee, Capstone Pediatrics, PLLC, a pediatric and adolescent center, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No.: 19-01971) on March 28, 2019, and is represented by David W. Houston, IV, Esq., in Nashville, Tennessee. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $10 million to $50 million in estimated liabilities. The petition was signed by Gary G. Griffieth. CELADON GROUP: Inks 17th Amendment to Credit Facility ----------------------------------------------------- Celadon Group, Inc. announced refinancing update and its entry into a Seventeenth Amendment to its credit facility that is intended to provide continued liquidity through maturity. Refinancing Update The Company's current primary focus areas are executing its operational improvement plan and replacing its existing credit facility with a long-term capital structure. The operational improvement plan is centered on refreshing the tractor fleet, disposing of real estate not used in trucking operations, and enhancing the operating discipline of its asset-based U.S. and cross-border truckload services. Management believes a long-term capital structure and the continued execution of its operational improvement plan will allow the Company to return to profitability over time. To replace the existing credit facility, the Company is reviewing and seeking an entire range of financial and strategic alternatives with a goal of maximizing repayment of the credit facility obligations on a near-term basis. Evercore has been engaged by the Company to lead the Repayment Transaction efforts. Chief Executive Officer, Paul Svindland, commented: "I am confident in our turnaround plan and our ability to execute it with a stable capital structure in place. We are speaking with multiple parties to negotiate a capital structure solution that most highly values our ongoing potential. We have already received support from tractor manufacturers and financing sources with new tractor deliveries underway and with an accelerated delivery schedule under a new capital structure." Seventeenth Amendment On May 24, 2019, the Company entered into a Seventeenth Amendment to its credit facility. The purpose of the amendment is to provide the Company with adequate liquidity through June 28 to allow an evaluation of Repayment Transaction proposals. The amendment contains the following key terms: * Maturity date remains June 28, 2019. * Maximum outstanding amount of $122.7 million, including letter of credit sub-limit of $28.9 million and maximum borrowing of $93.8 million. * A mandatory weekly cash budget through June 28. The budget and borrowing limit are designed to permit the Company to operate in the ordinary course of business. About Celadon Celadon Group, Inc. -- http://www.celadongroup.com/-- provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including logistics, warehousing, and distribution. The Company is headquartered in Indianapolis, Indiana. In a press release dated April 2, 2018, Celadon stated that based on issues identified in connection with the Audit Committee investigation and management's review, financial statements for fiscal years ended June 30, 2014, 2015, 2016, and the quarters ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new senior management team, led by the Company's new chief financial officer and new chief accounting officer, commenced a review of the Company's current and historical accounting policies and procedures. The internal investigation and management review have identified errors that will require adjustments to the previously issued 2014, 2015, 2016, and 2017 financial statements. The New York Stock Exchange notified the Securities and Exchange Commission on April 18, 2018, of its intention to remove the entire class of the common stock of Celadon Group from listing and registration on the Exchange on April 30, 2018, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. CLOUD PEAK: Bid Protections for Unknown Bidder Opposed ------------------------------------------------------ Andrew R. Vara, the Acting United States Trustee for Region 3, filed an objection to Cloud Peak Energy's plan to auction off its assets because the company includes bid protections for a yet-to-be-identified bidder. On May 14, 2019, the Debtors filed a motion seeking approval of bidding procedures to sell substantially all of their assets. Among other things, the Motion seeks authority to provide to a Stalking Horse Bidder a breakup fee and expense reimbursement not to exceed 3% of the Purchase Price, and seeks advance Court approval of the same. The Debtors, however, have not yet identified a stalking horse bidder. "As no stalking horse has been identified, the U.S. Trustee objects to the approval of the proposed Bid Protections in these circumstances. Bidding Protections should not be awarded, if at all, until after an acceptable offer has been received from a stalking horse who has provided a demonstrated benefit to the estate, all interested parties are given notice and an opportunity to be heard, and the Court has determined that the fee was an actual and necessary cost and expense of preserving the estates," the U.S. Trustee said in a court filing May 28, 2019. About Cloud Peak Energy Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities. The cases have been assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A. as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. CNO FINANCIAL: Fitch Rates $500MM Sr. Unsec. Notes 'BB+' -------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to CNO Financial Group's issuance of up to $500 million in senior unsecured notes due May 28, 2029. The existing ratings for CNO Financial Group, Inc. and its insurance operating subsidiaries are unaffected by the rating action, and the Rating Outlook remains Positive. KEY RATING DRIVERS The rating for CNO Financial Group's senior unsecured note issuance is equivalent to its current existing senior unsecured debt ratings. Proceeds from this note issuance will be used to redeem approximately $325 million in 4.50% senior unsecured notes due May 30, 2020. In addition, the company will use approximately $100 million in proceeds from the issuance to pay outstanding draws associated with its revolving credit facility, with all remaining funds will be used for general corporate purposes. As of year-end 2018, CNO Financial Group's financial leverage ratio was approximately 22.5%. Inclusive of this recent issuance, Fitch does not anticipate the company's financial leverage metrics to materially deteriorate. On a pro forma basis, Fitch expects financial leverage to remain below 24%, within Fitch's stated rating sensitivities. RATING SENSITIVITIES Failure to meet the aforementioned upgrade sensitivities over the next 12 to 18 months could result in a revision of the Rating Outlook to Stable. Key rating sensitivities that could result in a rating upgrade include: -- Continued stability in GAAP earnings performance without significant special charges, reporting an operating ROE consistently exceeding 8%; -- Successful execution of the reinsurance transaction with Wilton Re, mitigating any transition and operational risk ; -- Maintenance of conservative reserving postures associated with retained and new issue long-term care liabilities; -- No material deterioration in Fitch's credit metrics beyond the scope of the agency's expectations. Key rating sensitivities that could result in a rating downgrade include: -- Sustained deterioration in capitalization metrics, as measured by a combined RBC ratio less than 325% and PRISM capital model assessment below 'Strong'; -- Overall sustained deterioration in operating performance, resulting in an ROE below 6% and an ROA below 100bps; -- Adverse reserve development associated with the company's retained long-term care exposures; -- Deterioration in the company's overall portfolio quality, which would be measured by a significant increase in credit-related impairment activity; -- Significant increases in debt obligations, leading to elevated financial leverage metrics consistently above 30% and fixed-charge coverage below 5.0x. COASTAL CARDIOLOGY: Says PCO Appointment Not Necessary ------------------------------------------------------ Coastal Cardiology, LLC asked the U.S. Bankruptcy Court for the District of Maryland to issue an order finding that the appointment of a patient care ombudsman is not necessary in its Chapter 11 case. The Debtor maintained that a patient care ombudsman is unnecessary because (1) its Chapter 11 filing was not precipitated by concerns relating to quality of patient care or to patient privacy matters, but by contractual dispute involving Debtor’s former accountant and (2) the implementation of its policy and practice concerning patient care and privacy coupled with oversight by Federal, State and/or professional association programs renders the services of an ombudsman redundant. About Coastal Cardiology Coastal Cardiology, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-15398) on April 20, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Thomas J. Catliota. The Law Offices of William Johnson is the Debtor's counsel. COMMSCOPE HOLDING: S&P Lowers ICR to 'B+' on Weak ARRIS Results --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on telecommunications equipment and components provider CommScope Holding Co. Inc. to 'B+' from 'BB-' and removed the rating from CreditWatch. At the same time, S&P lowered its issue-level ratings on CommScope's secured debt to 'BB-' from 'BB' and its ratings on its unsecured debt to 'B' from 'B+' and removed them from CreditWatch, reflecting the one-notch downgrade of the company. The downgrade reflects leverage that S&P expects to remain above 5x through 2020. S&P's view changed after CommScope reported weak operating results for the first quarter, when ARRIS International PLC's revenue fell 12% from the prior year and its EBITDA fell 59% to $86 million. This was due to reduced capital spending by certain large North American network operators, a channel inventory drawdown, and the impact of transitioning production out of China due to tariffs. "The stable outlook reflects our view that, while first-half 2019 performance fell well below our expectations, credit metrics will improve in 2020. We think that management will take necessary steps to lower spending and address sale execution issues and that cable operators' network spending will return to normal levels in 2020 as customer-specific issues precluding normal spending subside," S&P said. "We could lower the rating if leverage remains above 6x. This could occur if lower cable operator spending in the first half of 2019 represents a permanent stepdown rather than a temporary pause, which we think is unlikely due to increasing demands for broadband internet access to support rising data traffic, or if a macroeconomic downturn causes cable operators to maintain low spending longer than we expect and wireless carriers to delay expected 5G wireless upgrades," S&P said. S&P said it could raise the rating if CommScope reduces leverage to the low-4x area, likely the result of a combination of cost reductions, debt repayment, and healthy cable and wireless capital spending. CORRIDOR MEDICAL: PCO Files 2nd Interim Report ---------------------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman for Corridor Medical Services, Inc., filed with the U.S. Bankruptcy Court for Western District of Texas a second interim report on the patient care services of the Debtor. The report was filed for the period of April 1, 2019, through May 31, 2019. Based on the Report, the PCO disclosed six reported customer concerns since PCO’s April update to the Court. Generally, the issues are operational in nature related to delays in service and misread complaints. The PCO added that the current run rate is less than what was noted pre-petition. Further, the PCO became aware of at least one anticipated position elimination related to the bankruptcy process of the reporting cycle. Hence, the PCO noted to periodically request departure reports to track future bankruptcy-related staff reductions. A full-text copy of the Second Interim Report is available at https://is.gd/Q65wRr from PacerMonitor.com for free. About Corridor Medical Services Corridor Medical Services, Inc., provides mobile imaging and laboratory diagnostic services. It offers digital x-ray, ultrasound, EKG, and lab services to nursing homes, hospice centers, assisted living facilities, clinics, surgery centers, home-bound patients, and any place with patients who are restricted to travel. Corridor Medical Services and its affiliates Correctional Imaging Services, LLC and CMMS Lab LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case Nos. 18-11569 to 18-11571) on Nov. 30, 2018. Corridor Medical Services estimated up to $50,000 in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. The cases are assigned to Judge Tony M. Davis. Barron & Newburger, PC, is the Debtors' counsel. COVENANT SURGICAL: S&P Affirms 'B-' ICR on Proposed $350MM Debt --------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Nashville-based health care facility operator Covenant Surgical Partners Inc. Covenant plans to issue $350 million in new debt to fund four acquisitions and to refinance existing debt. S&P assigned its 'B-' issue-level rating to the proposed senior secured debt consisting of a new $35 million revolving credit facility and new $250 million first-lien term loan. The recovery rating is '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. S&P assigned its 'CCC' issue-level rating to the proposed $100 million second-lien term loan. The recovery rating is '6', indicating the rating agency's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. Its estimate of leverage for 2019 is about 9x, declining to about 7.5x in 2020. "Our rating affirmation reflects our view that Covenant revenue will grow at a faster pace than the industry average as acquisitions supplement organic growth. We anticipate leverage above 7x for the next several years as we consider the company's strategy to actively participate in the consolidation of ambulatory surgery centers (ASC)," S&P said. "Acquisitions and consolidation remain the key driver of growth and margin improvement, in our view." The stable rating outlook on Covenant reflects S&P's expectation that the company will grow at above industry average as acquisitions supplement low-single-digit organic revenue growth, the reimbursement environment remains stable, discretionary cash flow turns modestly positive in two years, and liquidity remains adequate. "We could consider a downgrade if the company suffers discretionary cash flow deficits over an extended period, leading us to view the capital structure as unsustainable. Cash flows could turn increasingly negative if the company's organic revenue growth declines at a high-single-digit rate or margins drop an estimated 300 basis points as a result of competition, reductions in reimbursement, or poorly performing acquisitions and integration problems," S&P said. The rating agency said it could also consider a downgrade if the company aggressively completes too many acquisitions, thereby requiring additional debt and potentially further constraining cash flow. "Although an upgrade is unlikely over the next 12 months, we could consider raising the rating if Covenant's organic revenue growth accelerates to the mid- to high-single digits, steadily integrates its acquisitions, and generates discretionary cash flows in excess of $20 million," S&P said, adding that it also would look for the company to reduce its leverage to below 5x on a sustained basis. "We believe this would likely require the company to nearly double its revenue base while steadily improve its margins." CPI CARD: Receives Noncompliance Notice from Nasdaq --------------------------------------------------- CPI Card Group Inc. received a letter from The Nasdaq Stock Market on May 24, 2019 indicating that the Company is required to maintain a minimum market value of listed securities of $35 million. The letter indicated that the Company's market value of listed securities was below $35 million for 30 consecutive business days. As such, the Company was not compliant with the market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2). In its notice letter, the staff of Nasdaq noted that the Company also does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3), which set forth alternative standards for continued listing on the Nasdaq Capital Market based upon stockholders' equity or net income from continuing operations, respectively. The Notice provides the Company with a grace period of 180 calendar days, or until Nov. 20, 2019, to regain compliance with the listing rules. If the Company does not regain compliance within the grace period, the Company expects that Nasdaq would provide notice that its securities are subject to delisting from the Nasdaq Capital Market. The Company said there can be no assurance that it will be able to regain compliance with the market value of listed securities standard or to meet the alternatives of the minimum stockholders' equity or net income from continuing operations standards or otherwise maintain compliance with the other listing requirements. About CPI Card CPI Card Group -- http://www.cpicardgroup.com-- is a provider of payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. Serving the Company's customers from locations throughout the United States, the Company has a large network of high security facilities, each of which is certified by one or more of the payment brands: Visa, Mastercard, American Express and Discover. CPI Card reported a net loss of $37.46 million in 2018, following a net loss of $22.01 million in 2017. As of March 31, 2019, the Company had $205.58 million in total assets, $358.05 million in total liabilities, and $152.46 million in total stockholders' deficit. * * * As reported by the TCR on April 4, 2018, Moody's Investors Service downgraded its ratings for CPI Card Group Inc., including the company's Corporate Family Rating (to Caa1, from B3) and Probability of Default Rating (to Caa1-PD, from B3-PD). Moody's said the downgrades broadly reflect continued uncertainty about whether CPI can return to revenue and profit growth over the next 12 to 18 months, and an earnings and cash flow profile that can adequately support the company's heavy debt burden. In March 2018, S&P Global Ratings lowered its corporate credit rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that CPI's capital structure is unsustainable at current levels of EBITDA. However, we do not anticipate a default scenario over the next 12 months given that we believe liquidity availability will be sufficient to absorb the expected negative discretionary cash flow. CPI CARD: Stockholders Elect Six Directors ------------------------------------------ CPI Card Group Inc. held its 2019 annual meeting of stockholders on May 30, 2019, at which the stockholders elected Douglas Pearce, Robert Pearce, Nicholas Peters, Scott Scheirman, Bradley Seaman, and Valerie Soranno Keating as directors. The stockholders also ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2019. About CPI Card CPI Card Group -- http://www.cpicardgroup.com/-- is a provider of payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. Serving the Company's customers from locations throughout the United States, the Company has a large network of high security facilities, each of which is certified by one or more of the payment brands: Visa, Mastercard, American Express and Discover. CPI Card reported a net loss of $37.46 million in 2018, following a net loss of $22.01 million in 2017. As of March 31, 2019, the Company had $205.58 million in total assets, $358.05 million in total liabilities, and $152.46 million in total stockholders' deficit. * * * As reported by the TCR on April 4, 2018, Moody's Investors Service downgraded its ratings for CPI Card Group Inc., including the company's Corporate Family Rating (to Caa1, from B3) and Probability of Default Rating (to Caa1-PD, from B3-PD). Moody's said the downgrades broadly reflect continued uncertainty about whether CPI can return to revenue and profit growth over the next 12 to 18 months, and an earnings and cash flow profile that can adequately support the company's heavy debt burden. In March 2018, S&P Global Ratings lowered its corporate credit rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that CPI's capital structure is unsustainable at current levels of EBITDA. However, we do not anticipate a default scenario over the next 12 months given that we believe liquidity availability will be sufficient to absorb the expected negative discretionary cash flow. CVR PARTNERS: S&P Affirms 'B+' ICR; Outlook Remains Negative ------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' ratings on master limited partnership (MLP) CVR Partners L.P. Due to the recovery in the prices for Urea Ammonium Nitrate (UAN) and ammonia in 2018 and the first quarter of 2019, S&P expects that CVR Partners will sustain its stronger EBITDA generation and achieve more sustainable credit metrics, including debt to EBITDA of around 6x by 2020 (down from more than 8.5x in 2017). S&P projects that the demand for nitrogen fertilizers will rise due to an increase in corn planting relative to those for soy. The rating agency also believes that it is important for CVR to keep a considerable amount of cash on its balance sheet to help it weather unexpected declines in fertilizer prices given the natural volatility in its industry. As of March 31, 2019, the company had $96.6 million of cash and $50 million of availability under an asset-based lending (ABL) facility. S&P anticipates that CVR Partners' announced distributions for 2019 (which the rating agency views as common for MLPs) could reduce its cash position if its operating cash flows do not increase as the rating agency expects. Therefore, S&P's negative outlook on CVR Partners remains unchanged to indicate that the rating agency could lower its ratings on the company if the EBITDA generation does not improve as expected (debt to EBITDA weakening above 7x) and it reduces its cash position to make the planned distributions. However, if S&P's expectation for an approximately $100 million increase in the company's EBITDA for 2019 materializes, the rating agency would revise its outlook to stable. "The negative outlook on CVR Partners reflects our view that its leverage is still high for the current rating despite our expectation for continued improvement in its EBITDA generation. Our negative outlook also incorporate our belief that the company's liquidity cushion could diminish if its EBITDA declines again and management does not adjust its distributions," S&P said. S&P said it could lower its ratings on CVR Partners over the next 12 months if the company's debt to EBITDA remains above 7x and its distributions significantly reduce its cash balance. "The company's EBITDA could decline if the recovery in the prices for nitrogen fertilizer reverses, given the volatile nature of the industry. We could also lower our rating if our view of the credit quality of its parent company weakens," the rating agency said. "We could revise our outlook on CVR Partners to stable if its EBTDA improves as we expect, its leverage declines below 6.5x by the end of 2019, and it maintains a prudent cash position on its balance sheet," S&P said. CYTORI THERAPEUTICS: Adjourns Annual Meeting Until June 18 ---------------------------------------------------------- Cytori Therapeutics, Inc. said it convened its annual meeting of stockholders on Tuesday, May 28, 2019 and adjourned the meeting until Tuesday, June 18, 2019, at 9:00 a.m., Pacific Time. The annual meeting was adjourned to allow the Company's stockholders an additional opportunity to evaluate Proposal 4, relating to the approval of a reverse stock split of the Company's common stock. Although more than 64% of the votes cast were in favor of the reverse stock split (Proposal 4), approval requires the affirmative vote of a majority of the outstanding shares of common stock. The annual meeting was adjourned until 9:00 a.m., Pacific Time, on June 18, 2019 at 3020 Callan Road, San Diego, California 92121, the Company's headquarters and the original location of the annual meeting. The record date for the annual meeting remains March 29, 2019. Stockholders that have yet to vote are requested to do so prior to the new June 18 meeting date and are encouraged to vote in favor of the reverse stock split as outlined in the Company's proxy materials. Stockholders who have previously sent in proxy cards or given instructions to brokers do not need to re-cast their votes unless they want to change their vote. Proxies previously submitted in respect of the meeting will be voted at the adjourned meeting unless properly revoked. If stockholders have questions, need help voting shares, or want to change a vote in favor of Proposal 4, please call the voting center at (289) 695-3947. About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs and autologous adipose-derived regenerative cell (ADRC) therapies within its Nanomedicine and Cell Therapy franchises, respectively. Cytori Nanomedicine is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents, which may enable the effective delivery of the agents to target sites while reducing systemic toxicity. The Cytori Nanomedicine product pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of March 31, 2019, Cytori had $24.61 million in total assets, $20.75 million in total liabilities, and $3.85 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DORIAN LPG: Incurs $50.9 Million Net Loss in Fiscal 2019 -------------------------------------------------------- Dorian LPG Ltd. filed with the U.S. Securities and Exchange Commission on May 30, 2019, its annual report on Form 10-K reporting a net loss of $50.94 million on $158.03 million of total revenues for the year ended March 31, 2019, compared to a net loss of $20.40 million on $159.33 million of total revenues for the year ended March 31, 2018. As of March 31, 2019, Dorian LPG had $1.62 billion in total assets, $712.68 million in total liabilities, and $912.68 million in total shareholders' equity. As of March 31, 2019, the outstanding balance of the Company's long-term debt, net of deferred financing fees of $14.0 million, was $696.1 million including $64.0 million of principal on its long-term debt scheduled to be repaid within the next twelve months. Net cash provided by operating activities for the year ended March 31, 2019 was $8.9 million compared with $57.2 million for the year ended March 31, 2018. The decrease is primarily related to an operating loss in the year ended March 31, 2019 and changes in working capital, mainly from amounts due from the Helios Pool as distributions from the Helios Pool are impacted by the timing of the completion of voyages and spot market rates. Net cash flow from operating activities depends upon the Company's overall profitability, market rates for vessels employed on voyage charters, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs. Net cash used in investing activities was $4.5 million for the year ended March 31, 2019, compared with net cash used in investing activities of $0.4 million for the year ended March 31, 2018. For the year ended March 31, 2019, net cash used in investing activities was comprised of the Company's capital expenditures of $4.0 million and $0.5 million in purchases of investment securities. Net cash used in financing activities was $67.0 million for the year ended March 31, 2019, compared with net cash provided by financing activities of $4.7 million for the year ended March 31, 2018. For the year ended March 31, 2019, net cash used in financing activities consisted of repayments of long-term debt of $130.2 million, treasury stock repurchases of $1.3 million, and payment of debt financing costs of $0.6 million, partially offset by proceeds from long-term debt borrowings of $65.1 million related to the CJNP Japanese Financing, CMNL Japanese Financing, and CNML Japanese Financing. A full-text copy of the Form 10-K is available for free at: https://is.gd/yDFbKY About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. DUMITRU MEDICAL: PCO Files 2nd Report ------------------------------------- Deborah L. Fish, the Patient Care Ombudsman appointed as successor to Charles Taunt, filed a Second Report before the U.S. Bankruptcy Court for the Eastern District of Michigan regarding the status of the quality of patient care in the Chapter 11 case of Dumitru Medical Center, PC. The Report covers the period from March 28, 2019, to May 3, 2019, and is the first filing of the PCO following her assumption as the PCO for the Debtor. According to the PCO, the Debtor has advised that each has maintained all of its services and is delivering similar care to the same patient population as it did pre-petition. Further, the PCO reported that the Debtor has maintained its relationship with its pre-petition suppliers and there have been no interruptions in supplies, nor any changes in medical supplies. Meanwhile, the PCO noted the Debtor has a hearing on confirmation of the Plan of Reorganization. If the plan is confirmed, the PCO stated that there will be no need to follow-up the Debtor. A full-text copy of the PCO's Report is available at https://is.gd/LZuZPm from PaceMonitor.com at no charge. About Dumitru Medical Center Dumitru Medical Center PC, Doctor One House Call Physicians PC and their president Dumitru O. Sandulescu sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 18-52936) on Sept. 21, 2018. In the petitions signed by Mr. Sandulescu, DMC, estimated assets of less than $1 million and liabilities of less than $1 million. Doctor One estimated less than $1 million in assets and less than $500,000 in liabilities. The Debtors tapped Lynn M. Brimer, Esq., at Strobl & Sharp, PC, as their bankruptcy counsel. Howard Hanna R.E.S. is the Debtors' real estate broker. EMPRESAS BENITEZ: July 17 Plan Confirmation Hearing --------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Empresas Benitez Toledo Inc. is approved. A hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan will be held on July 17, 2019 at 2:00 PM at the Jose V. Toledo, Federal Building & U.S. Courthouse, Courtroom No. 1, Second Floor, 300 Del Recinto Sur Street, Old San Juan, Puerto Rico. Any objection to confirmation of the plan shall be filed on/or before seven (7) days prior to the date of the hearing on confirmation of the Plan. About Empresas Benitez Toledo Empresas Benitez Toledo Inc. is the fee simple owner of a dairy farm located in Isabela, Puerto Rico, having an appraised value of $1.88 million. The company previously sought bankruptcy protection on Jan. 14, 2013 (Bankr. D. P.R. Case No. 13-00186). Empresas Benitez Toledo sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02094) on April 19, 2018. In the petition signed by Carlos R. Benitez Lopez, president, the Debtor disclosed $6.94 million in assets and $8.26 million in liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. EP ENERGY: Stock Trading Suspended on NYSE ------------------------------------------ EP Energy Corporation confirmed on May 23, 2019, that the New York Stock Exchange has suspended trading in the Company's common stock, effective immediately, and has initiated proceeding to delist the common stock from the NYSE. The determination was based on "abnormally low" price levels of the Company's common stock pursuant to Section 802.01D of the NYSE Listed Company Manual. The NYSE stated that it will apply to the Securities and Exchange Commission to delist the Company's common stock upon completion of all applicable procedures. The Company expects that its common stock will begin to trade on over-the-counter Pink (OTCP) markets beginning May 24, 2019 under the symbol "EPEG'. The transition to the over-the-counter markets will not affect the Company's business operations. The Company will remain subject to the public reporting requirements of the SEC following the transfer. About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. As of March 31, 2019, the Company had $4.10 billion in total assets, $403 million in total current liabilities, $4.43 billion in total non-current liabilities, and a total member's deficit of $736 million. EP Energy reported a net loss of $1 billion for the year ended Dec. 31, 2018, compared to a net loss of $203 million for the year ended Dec. 31, 2017. * * * In April 2019, S&P Global Ratings lowered its issuer credit rating on exploration and production company EP Energy LLC to 'CCC-' from 'CCC+'. The downgrade follows heightened concerns surrounding EP Energy's liquidity as the Company's 10-K included language questioning its ability to address $182 million in senior unsecured notes maturing May 2020 while maintaining ongoing operations and maintenance capital expenditures. Also in April, 2019, Moody's Investors Service downgraded the ratings of EP Energy LLC's (EPE) Corporate Family Rating to Caa3 from Caa1. The downgrade of EP Energy's CFR to Caa3 reflects its weak liquidity, need to repay $182 million of notes maturing in May 2020 and potential for continued negative free cash flow in 2019, if production volumes remain flat. FIORES MOTORS: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: Fiores Motors, LLC 6223 Meadow Street Pittsburgh, PA 15206 Business Description: Fiores Motors, LLC filed as a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Case No.: 19-22212 Judge: Hon. Thomas P. Agresti Debtor's Counsel: Gary William Short, Esq. GARY W. SHORT 212 Windgap Road Pittsburgh, PA 15237 Tel: 412-765-0100 Fax: 412-536-3977 E-mail: garyshortlegal@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael A. Fiore, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/pawb19-22212.pdf FIRSTENERGY SOLUTIONS: PI Creditors Object to Disclosure Statement ------------------------------------------------------------------ Thomas Cantwell, Theresa A Miller, individually and as Administratrix of the Estate of James D. Miller, Alisa M. Gorchock, individually and as Administratrix of the Estate of John M. Gorchock, and Kerri Ann Bachner, individually and as Administratrix of the Estate of Kevin Patrick Bachner (collectively, the "PI Creditors"), object to the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of FirstEnergy Solutions Corp., et al. The PI Creditors point out that the Disclosure Statement does not, however, contain any additional disclosure or details concerning the Debtors' SIR Insurance Policies or other insurance policies that might be applicable to the PI Creditors’ personal injury cases. The PI Creditors further point out that the Disclosure Statement likewise does not contain any information elaborating upon the noted "guaranteed certain other obligations of the Debtors" in the context of SIR Insurance Policies or other potentially-applicable policies. According to the PI Creditors, the Plan contemplates that creditors accepting the Plan will voluntarily release FE Non-Debtor Parties from claims which creditors may hold against such non-debtor parties, without information related to the obligations of such parties under such SIR Insurance Policies or as a result of the involvement of such non-debtor parties in the procuring of such SIR Insurance Policies, creditors are unable to make informed decisions related to acceptance of the Plan. The PI Creditors assert that it is necessary that parties interested in the bankruptcy have a full and complete understanding of First Energy Corporation's (or other FE Non-Debtor Parties') relationship with the Debtors' insurance coverage, this includes, but is not limited to, obtaining an understanding of potential parental or FE Non-Debtor Party payment obligations and funding. Counsel for the PI Creditors: Keri P. Ebeck, Esq. BERNSTEIN-BURKLEY, P.C. Suite 2200, Gulf Tower Pittsburgh, PA 15219 Tel: (412) 456-8112 Fax: (412) 456-8135 Email: kebeck@bernsteinlaw.com 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. GIGA-TRONICS INC: Incurs $1 Million Net Loss in Fiscal 2019 ----------------------------------------------------------- Giga-Tronics Incorporated filed with the U.S. Securities and Exchange Commission on May 30, 2019, its annual report on Form 10-K reporting a net loss of $1.04 million on $11.14 million of total revenue for the year ended March 30, 2019, compared to a net loss of $3.10 million on $9.80 million of total revenue for the year ended March 31, 2018. These losses have contributed to an accumulated deficit of $28.5 million as of March 30, 2019. The Company has also experienced delays in the development or refinement of features, receipt of orders, and shipments for its RADAR/EW test system products. These delays have contributed, in part, to the losses and decreases in working capital. As of March 30, 2019, Giga-Tronics had $6.27 million in total assets, $4.46 million in total liabilities, and $1.81 million in total shareholders' equity. As of March 30, 2019, Giga-tronics had $878,000 in cash and cash equivalents, compared to $1.5 million as of March 31, 2018. The Company had positive working capital of $1.6 million at March 30, 2019 compared to negative working capital of ($386,000) at March 31, 2018. The current ratio (current assets divided by current liabilities) at March 30, 2019 was 1.41 compared to 0.95 at March 31, 2018. The increase in working capital was primarily due to the acceleration of revenue of $671,000, and an increase in prepaids and other current assets of $1.3 million, offset by a decrease in deferred revenue of $3.4 million, and a decrease in inventories of $2.8 million, all of which resulted from the adoption of ASC 606 during fiscal 2019. The Company experienced negative cash flows from operating activities for fiscal years 2019 and 2018 due primarily to operating results. Cash used by operating activities during the fiscal year ended March 30, 2019 of $1.3 million was primarily attributable to the Company's net loss, and changes in its working capital accounts, partially offset by other non-cash charges of $264,000 for depreciation and amortization and $245,000 for share-based compensation. Cash flow from our operating assets and liabilities decreased by $1.2 million as a result of decreased inventories of $1.2 million, a $133,000 increase in accrued payroll and benefits, a $807,000 decrease in deferred revenue, a $1.1 million increase in prepaid expenses and other current assets, a $204,000 increase in accounts receivable, a decrease in accounts payable of $249,000, and a $20,000 decrease in other accrued liabilities. Cash used by operating activities during the fiscal year ended March 31, 2018 of $1.6 million was primarily attributable to our net loss of $3.1 million and a gain on the sale of a product line of $324,000, offset by non-cash charges of $1.1 million for depreciation and amortization, $251,000 for share-based compensation and a $487,000 increase in deferred rent. Cash flow from the Company's operating assets and liabilities decreased by $83,000 primarily as a result of increased inventories of $676,000, a decrease in accrued payroll and benefits and deferred revenue of $240,000 each, and a $111,000 decrease in accounts payable, offset by a $590,000 decrease in accounts receivable, a $365,000 decrease in prepaid expenses and other current assets and a $229,000 increase in other current liabilities. The Company expects that cash flows from operating activities will fluctuate in future periods due to a number of factors including its sales, which fluctuate significantly from one period to another due to the timing of receipt of contracts, operating results, amounts of non-cash charges, and the timing of its billings, collections and disbursements. Cash used in investing activities for the fiscal year ended March 30, 2019 was zero. Cash provided by financing activities for the fiscal year ended March 30, 2019 was $700,000, primarily due to net proceeds of $1.2 million from the Company's issuance of Series E Shares as well as proceeds from the exercise of warrants of $112,000, partially offset by a $552,000 decrease in the Company's line of credit and a $52,000 decrease in its capital lease. A full-text copy of the Form 10-K is available for free at: https://is.gd/gVtCCL About Giga-Tronics Headquartered in Dublin, California, Giga-Tronics Incorporated is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA", which produces an Advanced Signal Generator (ASG) and an Advanced Signal Analyzer (ASA) for the electronic warfare market and YIG (Yttrium, Iron, Garnet) RADAR filters used in fighter jet aircraft. Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in defense electronics, aeronautics and wireless telecommunications. GLOBAL EAGLE: Signs Severance Agreement with Former CFO ------------------------------------------------------- In connection with the previously reported resignation of Paul Rainey as executive vice president and chief financial officer of Global Eagle Entertainment Inc., Mr. Rainey and the Company entered into a Separation Agreement and General Release, dated May 27, 2019 and effective May 31, 2019. In consideration for Mr. Rainey's general release of claims and compliance with non-solicitation and other covenants under the Separation Agreement, the Company will pay Mr. Rainey (i) a lump-sum severance payment of $384,375, as provided in the Company's Change in Control and Severance Plan for Senior Management, (ii) a prorated portion of Mr. Rainey's annual cash bonus (if any) under the Executive Severance Plan that he would have earned for the 2019 performance year if he had remained employed with the Company through the payment date thereof, and (iii) payment of 12 months of certain health insurance related premiums under COBRA. In addition, the Company will provide Mr. Rainey with six months of outplacement services. Furthermore, any vested stock options held by Mr. Rainey as of May 31, 2019 will remain outstanding and eligible for exercise in accordance with their terms and any unvested stock options will vest in accordance with the terms of the Executive Severance Plan. About Global Eagle Headquartered in Los Angeles, California, Global Eagle -- http://www.GlobalEagle.com/-- is a provider of media, content, connectivity and data analytics to markets across air, sea and land. Global Eagle offers a fully integrated suite of rich media content and seamless connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries and land locations worldwide. The Company has approximately 1,200 employees and 50 offices on six continents. Global Eagle incurred a net loss of $236.6 million for the year ended Dec. 31, 2018, compared to a net loss of $357.1 million for the year ended Dec. 31, 2017. As of March 31, 2019, Global Eagle had $734.9 million in total assets, $998.98 million in total liabilities, and a total stockholders' deficit of $264.1 million. * * * In mid-April 2019, S&P Global Ratings lowered all ratings on Global Eagle, including the ICR to 'CCC', to reflect its view that the company is currently vulnerable to nonpayment over the next 12 months and is dependent on favorable business, financial, and economic conditions to meet its financial commitments. GLOBAL PAYMENTS: Moody's Puts Ba2 CFR Under Review for Upgrade -------------------------------------------------------------- Moody's Investors Service placed the credit ratings of Global Payments Inc. under review for upgrade, including the Ba2 Corporate Family Rating and Ba2 senior secured credit facility rating. This rating action follows the announcement of an agreement by Global Payments to merge with Total System Services, Inc ("TSYS", Baa3 stable) in an all-stock transaction which is expected to close in the second half of 2019. Global Payments will be the surviving parent company following the merger. Global Payments' shareholders' pro forma ownership share in the combined company is expected to be 52%. RATINGS RATIONALE The pending merger will create a leading company in the payments industry with projected combined revenue of $8.5 billion in 2019 (including Global Payments' network fees and excluding synergies) diversified across merchant acquiring, issuer card processing and consumer payment services. The three business lines of the combined company are complementary and synergistic, notably in international markets. The merger of the merchant acquiring businesses of Global Payments and TSYS creates a scaled leader in small and medium sized enterprise merchant acquiring in the US with leading integrated payments capabilities. The complementary end market vertical strengths and similar distribution strategies of the two companies create opportunities to both enhance revenue growth and generate cost efficiencies over time. Moody's views the announced cost synergies of $300 million and revenue synergies of $100 million as achievable (though Moody's base case forecast incorporates a modestly lower amount). The combined entity's financial policy pro forma for the merger will reflect a balance of maintaining prudent leverage levels, investment in organic growth opportunities and acquisitions, and capital return to shareholders. Management's publicly stated financial policy contemplates a target leverage level of 2.5x based on the company's definition of the leverage ratio, which translates into leverage of approximately 3.0x based on the Moody's methodology. As the company's EBITDA generation is projected to grow over time, Moody's expects debt balances to increase gradually through issuance of incremental debt as the company maintains the target leverage ratio. Use of proceeds from such incremental debt issuance may include capital return to shareholders among other uses. While Moody's expects the company to continue to make acquisitions over time after a significant portion of merger integration work is completed, Moody's expects debt-financed acquisitions to be followed by prompt deleveraging back to the stated target leverage level. Based on the proposed transaction structure and assuming no material deviations in financial policies and performance from Moody's current expectations, Moody's would expect to assign an unsecured rating of Baa3 with a stable outlook upon conclusion of the review. Moody's is unlikely to conclude the review until regulatory approvals are obtained and the transaction closes. Moody's would expect to withdraw Global Payments Ba2 CFR, Ba2-PD Probability of Default Rating, SGL-1 Speculative Grade Liquidity Rating (unchanged at this time) and Ba2 secured credit facility rating upon the closing and repayment of the secured credit facility. On Review for Upgrade: Issuer: Global Payments Inc. Probability of Default Rating, Placed on Review for Upgrade, currently Ba2-PD Corporate Family Rating, Placed on Review for Upgrade, currently Ba2 Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba2 (LGD3) Issuer: Global Payments Inc. Outlook, Changed To Rating Under Review From Positive The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. With reported net revenues of $3.4 billion in 2018, Global Payments is a leading provider of merchant acquiring and payment technology services in 32 countries in North America, Europe, the Asia-Pacific region, Brazil and Mexico. GMD SERVICES: Unsecureds to Get $500 Per Month for 5 Years ---------------------------------------------------------- GMD Services, LLC, filed an amended combined Plan and Disclosure Statement proposing that General Unsecured Creditors, which are impaired, will be paid over 5 years with a monthly payment of $500.00 beginning September 1, 2019 and continuing the first day of each month thereafter until the total of $30,000 is paid. The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Tables showing the amount of cash on hand on the effective date of the Plan, and the sources of that cash are attached to as Exhibit E, Cash on Hand on Effective Date of Plan. A full-text copy of the amended Disclosure Statement dated May 16, 2019, is available at https://tinyurl.com/yxknqykf from PacerMonitor.com at no charge. Attorneys for the Debtor is Colin N. Gotham, Esq., at Evans & Mullinix, P.A., in Shawnee, Kansas. About GMD Services GMD Services, LLC, is a fiber and utility installer with a location at 17140 US 169 Highway, Olathe, KS. GMD Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 18-20374) on March 6, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1,000,000 to $10 million. Judge Robert D. Berger presides over the case. Colin N. Gotham of Evans & Mullinix, P.A., is the Debtor's counsel. JHC Accounting is the accountant. GNC HOLDINGS: Stockholders Elect Nine Directors ----------------------------------------------- GNC Holdings, Inc. held its annual meeting of stockholders on May 21, 2019, at which the stockholders: (a) elected Hsing Chow, Alan D. Feldman, Michael F. Hines, Amy B. Lane, Philip E. Mallott, Kenneth A. Martindale, Michele S. Meyer, Robert F. Moran, and Yong Kai Wong as directors for terms that expires at the Company's 2020 annual meeting of stockholders, or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal; (b) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 11, 2019; and (c) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2019. About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global health and wellness brand with a diversified, multi-channel business. The Company's assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink and other general merchandise features innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC. As of March 31, 2019, GNC had approximately 8,200 locations, of which approximately 6,000 retail locations are in the United States (including approximately 2,100 Rite Aid licensed store-within-a-store locations) and the remainder are franchise locations in approximately 50 countries. GNC Holdings reported net income of $69.78 million for the year ended Dec. 31, 2018, compared to a net loss of $150.26 million for the year ended Dec. 31, 2017. As of March 31, 2019, GNC Holdings had $1.77 billion in total assets, $1.74 billion in total liabilities, $211.4 million in convertible preferred stock, and a $189.08 million in total stockholders' deficit. * * * As reported by the TCR on Nov. 15, 2018, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Pittsburgh-based vitamin and supplement retailer GNC Holdings Inc. and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Feb. 14, 2018. "The affirmation reflects our belief that GNC's capital structure remains unsustainable over the long term in light of its current operating performance, including its cash flow generation, because of increased competitive threats amid the ongoing secular changes in the retail industry. GO DADDY: Moody's Rates Proposed $600MM Sr. Unsecured Notes 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Go Daddy Operating Company, LLC's proposed $600 million senior unsecured notes due 2027 and a Ba1 rating to the amended and extended first lien revolving credit facility due 2024 (to be upsized to $600 million). At the same time, Moody's affirmed the company's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, SGL-1 Speculative Grade Liquidity Rating and upgraded its first lien senior secured term loan B due 2024 to Ba1. The outlook is stable. GoDaddy intends to issue $600 million of senior unsecured notes due 2027, the proceeds of which, together with approximately $13 million of balance sheet cash, will be used to paydown a portion of its existing senior secured term loan B due 2024. Concurrently, the company is expected to upsize it's $200 million revolving credit facility to $600 million and extend the maturity to 2024, in line with the current first lien term loan B. GoDaddy's Ba2 CFR is affirmed given it is effectively leverage-neutral transaction and only marginally improves the company's debt maturity profile. Moody's anticipates that GoDaddy will continue to shifts its capital structure to predominately unsecured over time. The Ba1 rating on the senior secured first lien credit facility (term loan and revolver) is one notch above the company's CFR reflects the increased loss absorption cushion provided by the proposed notes. The unsecured notes are rated B1 and are effectively subordinated to the company's senior secured first lien credit facility (revolver and term loan). The unsecured notes are guaranteed unsecured obligations of Go Daddy Operating Company, LLC and GD Finance Co, Inc. Moody's took the following rating action on Go Daddy Operating Company, LLC: --- Corporate Family Rating, affirmed at Ba2 --- Probability of Default Rating, affirmed at Ba2-PD --- Amended and extended $600 million senior secured revolving credit facility due 2024, assigned Ba1 (LGD3) --- $1.851 billion (reduced from $2.451 billion) senior secured first lien term loan due 2024, upgraded to Ba1 (LGD3) from Ba2 (LGD3) --- Proposed $600 million senior unsecured global notes, assigned B1 (LGD6) --- Speculative Grade Liquidity Ratings, affirmed at SGL-1 Outlook Action: --- Outlook Stable The assigned ratings remain subject to Moody's review of the final terms and conditions of the proposed financing that is expected to close in June 2019. RATINGS RATIONALE The Ba2 CFR reflects GoDaddy's solid free cash flow and earnings growth, strong brand in the US with growing international presence, and its position as the largest domain name registrar and a leading web-hosting services provider. The rating is further supported by GoDaddy's growing scale and recurring revenues derived from high customer retention rates that have exceeded 85% over the last five years. Moody's expects GoDaddy to maintain balanced financial policies between creditor and equity holder interests and to remain within management's long term net debt to cash EBITDA target of 2.0-4.0x (as defined by the company; 1.9x at March 31, 2019). Moody's also projects GoDaddy's will generate annual free cash flow in excess of $550 million in 2019 and maintain free cash flow to debt (Moody's adjusted) above 10%. Conversely, GoDaddy's rating is constrained by its moderately high financial leverage, estimated at around 4.5 times gross debt-to-EBITDA (Moody's adjusted) at March 31, 2019, which is projected to decline below 4.0 times over the next 12-18 months through earnings growth. Because GoDaddy is currently at the low end of their leverage target range, uses of cash will likely become more aggressive than over the last year including acquisitions and share repurchases. To that end, the board recently approved a $500 million share buyback program. The rating also incorporates the company's operations within the mature and intensely competitive web-services industry that has low barriers to entry, an operating margin that trails rated industry peers, as well as potential for debt-funded acquisitions. GoDaddy's ratings could be upgraded if the company were able to maintain strong organic topline and earnings growth, meaningfully increase scale and diversification and management establishes a more conservative financial policy. The ratings could be downgraded if the revenue growth rate decelerates, market share weakens, subscriber churn increases, or free cash flow declines below 10% of total debt for an extended period of time from weakening operating performance or aggressive financial policies. GoDaddy Operating Company, LLC, is an indirect subsidiary of publicly-traded GoDaddy, Inc. GoDaddy Inc. is a leading provider of domain name registration, web hosting and other services to small business. GoDaddy generated revenues of approximately $2.7 billion in the last twelve months ended March 31, 2019. GOD'S HOUSE OF REFUGE: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, objects to approval of the Disclosure Statement explaining the Chapter 11 Plan of God's House of Refuge Christian Center, Inc. The U.S. Trustee complains that the Disclosure Statement includes an incomplete summary of the Plan; the summary describes the treatment provided for four classes of creditors but the Plan provides for seven classes of creditors. The U.S. Trustee points out that the Disclosure Statement does not disclose the amount of compensation for the Debtor's management post-confirmation as required by 11 U.S.C. Section 1129(a)(5). The U.S. Trustee further complains that the Disclosure Statement does not identify administrative claimants or provide an estimated amount of their claims; rather, the Debtor only states that administrative claims are not expected to exceed $100,000 but gives no basis for this number. The U.S. Trustee asserts that the Disclosure Statement does not disclose nor evaluate the prospects of the pending litigation against Underwriters at Lloyd's London (Case. No. 05-2018-CA-039250) listed on the Debtor's Statement of Financial Affairs with a value of over $1.1 million. According to the U.S. Trustee, the Disclosure Statement lacks information regarding its tenants and tithing or offerings which are the Debtor's regular source of income. The U.S. Trustee further points out that the liquidation analysis provided by the Debtor fails to take into account the pending insurance claim against Underwriters at Lloyd's London and vehicles listed on its schedules. About God's House of Refuge Christian Center God's House of Refuge Christian Center, Inc., a religious organization in Cocoa, Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07997) on December 28, 2018. It previously sought bankruptcy protection on May 19, 2017 (Bankr. M.D. Fla. Case No. 17-03291) and on Nov. 19, 2018 (Bankr. M.D. Fla. Case No. 18-07201). At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped Mathis Law Group as its bankruptcy counsel. GOODWILL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Goodwill Industries of South Central Virginia, Inc. fdba Goodwill Industries of Danville Area, Inc. 512 Westover Drive Danville, VA 24541 Tel: 434-792-2511 Business Description: Goodwill Industries of South Central Virginia, Inc. -- https://goodwillscv.org -- is a nonprofit agency that provides education and career services for individuals attempting to enter the workforce. Goodwill Industries offers training and career opportunities for people with barriers to employment. Goodwill Industries was established in 1972. Vocational Rehabilitation Services Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Western District of Virginia (Lynchburg) Case No.: 19-61207 Judge: Hon. Paul M. Black Debtor's Counsel: Michael E. Hastings, Esq. WHITEFORD TAYLOR & PRESTON, LLP 10 S. Jefferson Street, Ste 1110, Drawer 1101 Roanoke, VA 24011 Tel: 540-759-3579 Fax: 540-759-3569 Email: mhastings@wtplaw.com - and - Brandy M. Rapp, Esq. WHITEFORD TAYLOR & PRESTON, LLP 10 S. Jefferson Street, Suite 1110 Roanoke, VA 24011 Tel: 540-759-3577 Fax: 540-759-3567 E-mail: brapp@wtplaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Craig W. Van Valkenburgh, interim CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/vawb19-61207_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/vawb19-61207.pdf GREENWAY SERVICES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Greenway Services, Inc. 448 Cummings St., Box 228 Abingdon, VA 24210 Business Description: Greenway Services, Inc. -- http://greenwayservicesincorporated.com/-- offers clearing and demolition, earthwork, storm drainage, utilities, and paving and concrete services. Since 1989, the Company has been serving the NC, SC, VA, TN and KY areas. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Case No.: 19-70750 Judge: Hon. Paul M. Black Debtor's Counsel: Max Cody Morris, Esq. COPELAND LAW FIRM, P.C. PO Box 1296 Abingdon, VA 24212 Tel: 276-628-9525 Email: mcm@rcopelandlaw.com - and - Robert T. Copeland, Esq. COPELAND LAW FIRM, P.C. P.O. Box 1296 Abington, VA 24212 Tel: 276-628-9525 Email: brw@rcopelandlaw.com;rtc@rcopelandlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark D. Osborne, 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/vawb19-70750.pdf HEXION HOLDINGS: 1st Lien Notes Claims Allowed at $2.4-Bil. ----------------------------------------------------------- Hexion Holdings LLC, Hexion LLC, Hexion Inc., Lawter International Inc., Hexion CI Holding Company (China) LLC, Hexion Nimbus Inc., Hexion Nimbus Asset Holdings LLC, Hexion Deer Park LLC, Hexion VAD LLC, Hexion 2 U.S. Finance Corp., Hexion HSM Holdings LLC, Hexion Investments Inc., Hexion International Inc., North American Sugar Industries Incorporated, Cuban-American Mercantile Corporation, The West India Company, NL Coop Holdings LLC, and Hexion Nova Scotia Finance, ULC, propose a first amended joint plan of reorganization and accompanying disclosure statement to modify the treatment of note claims. Class 2 - First Lien Notes Claims are impaired. Except to the extent that a Holder of an Allowed First Lien Notes Claim agrees to less favorable treatment (with the consent of the Required Consenting Noteholders not to be unreasonably withheld), in exchange for full and final satisfaction, settlement, release, and discharge of each First Lien Notes Claim, (x) each Holder of an Allowed First Lien Notes Claim shall receive its Pro Rata Share of the 6.625% First Lien Notes Ration, the 10.000% First Lien Notes Ration or the 10.375% First Lien Notes Ration, as applicable, of the First Lien Notes Recovery, and (y) on the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall pay in full in Cash, all outstanding First Lien Notes Trustee Fees. First Lien Notes Claims will be deemed allowed in the aggregate principal amount of $2,425,000,000 as follows: (i) 6.625% First Lien Notes Claims shall be Allowed in the aggregate principal amount of $1,550,000,000, (ii) 10.000% First Lien Notes Claims shall be Allowed in the aggregate principal amount of $315,000,000, and (iii) 10.375% First Lien Notes Claims shall be Allowed in the aggregate principal amount of $560,000,000 Class 3 - Junior Notes Claims are impaired. Except to the extent that a Holder of an Allowed Junior Notes Claim agrees to less favorable treatment (with the consent of the Required Consenting Noteholders not to be unreasonably withheld), in exchange for full and final satisfaction, settlement, release, and discharge of each Junior Notes Claim, (x) each Holder of an Allowed Junior Notes Claim shall receive its Pro Rata Share of (i) 27.5% of New Common Equity (including any New Common Equity issuable upon exercise of the New Warrants as of the Effective Date, without regard to any limitations on the exercise of the New Warrants), subject to the Agreed Dilution, and (ii) 27.5% of the Rights, and (y) on the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall pay in full in Cash, all outstanding Junior Notes Trustee Professional Fees. Junior Notes Claims will be allowed in the aggregate principal amount of $1,061,383,000 as follows: (i) 1.5 Lien Notes Claims shall be Allowed in the aggregate principal amount of $225,000,000, (ii) Second Lien Notes Claims shall be Allowed in the aggregate principal amount of $574,016,000, and (iii) Borden Debentures Claims shall be Allowed in the aggregate principal amount of $262,367,000. The Debtors shall fund Cash distributions under the Plan with: (1) Cash on hand, including Cash from operations and the proceeds of the DIP Facilities, (2) the proceeds of the New Debt, and (3) the proceeds of the Rights Offering. A full-text copy of the Disclosure Statement dated May 16, 2019, is available at https://tinyurl.com/y57vzwwc from PacerMonitor.com at no charge. Blacklined versions of the Amended Disclosure Statement dated May 16, 2019, is available at https://tinyurl.com/yyrqbbr2 from Omni Management at no charge. Counsel to the Debtors are George A. Davis, Esq., Andrew M. Parlen, Esq., and Hugh Murtagh, Esq., at Latham & Watkins LLP, in New York; Caroline A. Reckler, Esq., and Jason B. Gott, Esq., at Latham & Watkins LLP, in Chicago, Illinois; and Mark D. Collins, Esq., Michael J. Merchant, Esq., Amanda R. Steele, Esq., and Brendan J. Schlauch, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. About Hexion Holdings Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com/ -- is a producer of thermoset resins or thermosets, and a producer of adhesive and structural resins and coatings. The company is incorporated in New Jersey while most of its co-debtors are Delaware limited liability companies or Delaware corporations. Hexion Inc. is the direct or indirect parent of the debtors and the non-debtor affiliates. Hexion Holdings LLC is the sole member of Hexion LLC, which is the sole owner of Hexion Inc. Hexion Inc. employs 4,000 people around the world, including 1,300 in the U.S. across 27 production facilities. Hexion Holdings LLC and its co-debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10684) on April 1, 2019. At the time of the filing, the Debtors estimated assets and liabilities of between $1 billion and $10 billion. The cases are assigned to Judge Kevin Gross. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as bankruptcy counsel; Paul Weiss Rifkind Wharton & Garrison LLP, as special financing and securities; Moelis & Company LLC as financial advisor; AlixPartners LLP as restructuring advisor; and Omni Management Group as claims, noticing, solicitation and balloting agent. The Office of the U.S Trustee appointed an official committee of unsecured creditors on April 10, 2019. The committee tapped Bayard P.A. and Kramer Levin Naftalis & Frankel LLP as its legal counsel. HOLLANDER SLEEP: Taps Omni Management as Claims Agent ----------------------------------------------------- Hollander Sleep Products, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Omni Management Group as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Omni has agreed to a 10 percent discount on its standard hourly rates, which range from $25 to $155. Prior to the Petition Date, the Debtors provided the firm a retainer in the amount of $25,000. Alison Miller, senior vice president of Omni, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Omni can be reached through: Alison Miller Omni Management Group 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 Email: nycontact@omnimgt.com About Hollander Sleep Products Founded in 1953 and headquartered in Boca Raton, Florida, Hollander Sleep Products, LLC -- https://www.hollander.com/ -- designs, manufactures, and markets utility bedding products that it sells to a variety of prominent retailers, distributors, and hotels. Hollander supplies bed, pillow, and mattress pad under owned and licensed brands which include I AM, Pacific Coast Feather, Live Comfortably, Great Sleep, Restful Nights, Beautyrest, Ralph Lauren, Chaps, and Calvin Klein. Hollander employs approximately 2,370 people in the United States and Canada. Hollander Sleep Products and its six affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11608) on May 19, 2019. Hollander estimated $100 million to $500 million in assets and the same range of liabilities. The Debtors tapped Kirkland & Ellis LLP as counsel; Proskauer Rose LLP as conflicts counsel; Carl Marks Advisory Group LLC as interim management services provider; Houlihan Lokey Capital, Inc.; Houlihan Lokey Capital, Inc., as investment banker; and Omni Management Group as claims agent. HOSPITAL ACQUISITION: J. Seelig Named PCO ----------------------------------------- Acting United States Trustee Andrew R. Vara appointed Jery Seelig as the Patient Care Ombudsman for Hospital Acquisition LLC, et al. The appointment was made pursuant to an order, dated May 15, 2019, directing the Acting U.S. Trustee to appoint a PCO for the Debtor. In a Verified Statement filed by Mr. Seelig, he disclosed that he has no connection with the Debtors, creditors, any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of the U.S. Trustee. About Hospital Acquisition Headquartered in Plano, Texas, and founded in 1992, Hospital Acquisition LLC and its affiliates are operators of long-term acute care hospitals. Hospital Acquisition LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10998) on May 6, 2019. The petition was signed by James Murray, chief executive officer and manager. The Debtor had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP and Young Conaway Stargatt & Taylor, LLP as counsel; Houlihan Lokey, Inc. as financial advisor; BRG Capital Advisors LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. IDEANOMICS INC: Consummates Sale Agreement with Redrock Capital --------------------------------------------------------------- Effective on May 17, 2019, Ideanomics, Inc., entered into a sale agreement with Redrock Capital Group Limited, a Cayman Island based private company in which Dr. Bruno Wu, chairman of Ideanomics, is the major shareholder. Pursuant to the Red Rock Agreement, Dr. Wu purchased 100% of the total registered capital and corresponding shareholder rights of Red Rock Global Capital Limited, a Deleware company, from the Company in exchange for $700,000. This transaction is a related party transaction and was approved by the Company's audit committee. As previously disclosed by the Company, on Sept. 4, 2018, the "Company closed the acquisition of 65.65% of Grapevine Logic, Inc., a Delaware corporation ("GLI"), pursuant to the Agreement and Plan of Merger (the "Agreement") by and among the Company, GLI, GLI Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (the "Merger Sub") and Mr. Grant Deken, as the representative of the holders of capital stock of GLI. Pursuant to the Agreement the Company acquired 65.65% of GLI for an aggregate cash payment of $2,400,000. Fomalhaut Limited, a British Virgin Islands company and an affiliate of Bruno Wu, the CEO of the Company, was an equity holder of 34.35% in GLI prior to the merger and remained so following the merger. Fomalhaut did not receive any part of the Purchase Price. Fomalhaut entered into a Stock Option Agreement, effective as of Aug. 31, 2018, with the Company pursuant to which the Company provided Fomalhaut with the option to sell the Fomalhaut Interest to the Company. The aggregate sale price for the Fomalhaut Interest is the fair market value of the Fomalhaut Interest as of the close of business on the date preceding the date upon which the right to sell the Fomalhaut Interest to the Company is exercised by Fomalhaut. Upon exercise of the option, the sale price for the Fomalhaut Interest was to be payable in a combination of 1/3 cash and 2/3 Company shares of common stock at the then market value. Effective on May 17, 2019, (i) the Company and Fomalhaut agreed to amend the Option Agreement to allow the Company to deliver only Company shares of common stock in exchange for the Fomalhaut Interest upon the exercise by Fomalhaut of the Option Agreement and (ii) Fomalhaut exercised its option to sell the Fomalhaut Interest to the Company in exchange for 628,500 restricted common shares of the Company at $1.73 per share. The fair market value of the Fomalhaut Interest was based on a 3rd party valuation which concluded that the fair market value of GLI is $3,164,000. Therefore, the Fomalhaut Interest would be deemed to be worth $1,087,305. Effective on May 17, 2019, the Company has terminated its agreement with Zhongjinhuifu Resources CO., LTD, a Hong Kong registered company, and a wholly owned subsidiary of Big Thumb Company, Co., Ltd. The Company announced in October of 2018 it had entered into a financial advisory service agreement whereby Ideanomics would advise and lead Zhonjinhuifu on its planned capital raise over the next two years. After suffient due diligence both parties have agreed to terminate this agreement pursuant to an agreement with no post termination obligations of either party. About Ideanomics Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a global fintech advisory and Platform-as-a-Service company. Ideanomics combines deal origination and enablement with the application of blockchain and artificial intelligence technologies as part of the next-generation of financial services. The company is headquartered in New York, NY, and has offices in Beijing, China. It also has a planned global center for Technology and Innovation in West Hartford, CT, named Fintech Village. Ideanomics reported a net loss of $28.42 million for the year ended Dec. 31, 2018, compared to a net loss of $10.86 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $146.22 million in total assets, $72.26 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $72.69 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. IDERA INC: S&P Rates $205MM Second-Lien Term Loan 'CCC' ------------------------------------------------------- S&P Global Ratings assigned its 'CCC' issue-level rating and '6' recovery rating to Houston-based Idera Inc.'s proposed $205 million second-lien term loan due 2027. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. At the same time, S&P affirmed its 'B-' issue-level rating on the company's existing first-lien term loan due 2024 and revolving credit facility due 2022 after the company issued a $100 million add-on to the term loan and upsized the revolving credit facility to $50 million from $30 million. The '3' recovery rating remains unchanged. Idera will use the proceeds from the additional debt to refinance its existing second-lien term loan and fund a $170 million dividend to its shareholders. All of S&P's other ratings on the company remain unchanged. The dividend recapitalization will be done in conjunction with a sale of a minority stake to Partners Group, who will join TA Associates as minority owners, along with existing majority owner HGGC. "We expect that Idera's leverage will be in the mid-8x area as of the close of the transaction based on its March 2019 results, though we acknowledge that certain of the company's recent acquisitions have yet to provide it with a full 12 months of contributions," S&P said. The rating agency also expects the company's leverage to improve over the next 12 months to the low 7x area as the company recognizes the contributions from these acquisitions while continuing to increase its revenue. "Although the additional debt will increase Idera's annual interest expense by almost $10 million, we maintain that the company has sufficient liquidity to service the debt and expect it to generate free operating cash flow of around $30 million in fiscal year 2020," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P values the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA. -- The 6x multiple is consistent with the multiples that S&P uses for similar software companies. -- S&P said its simulated default scenario assumes a default occurring in 2021 due to increased competition that leads to elevated pricing pressure and lower renewal rates. Its scenario also assumes that the database original equipment manufacturers provide competing products at no charge to their database customers, which erodes the need for third-party software solutions." Simulated default assumptions -- Year of default: 2021 -- EBITDA at emergence: $76 million -- EBITDA multiple: 6x -- LIBOR at default: 2.5% Simplified waterfall -- Net enterprise value (after 5% administrative costs): $435 million -- Valuation split (obligors/nonobligors): 65%/35% -- Collateral value available to first-lien debt claims: $416 million -- Secured first-lien debt claims: $789 million --Recovery expectations: 50%-70% (rounded estimate: 50%) -- Secured second-lien debt claims: $217 million --Recovery expectations: 0%-10% (rounded estimate: 5%) Ratings List Idera, Inc. Issuer Credit Rating B-/Stable New Rating Idera, Inc. Senior Secured US$205 mil 2nd lien term bank ln due 2027 CCC Recovery Rating 6(5%) Ratings Affirmed; Recovery Expectations Revised To From Idera, Inc. Senior Secured B- B- Recovery Rating 3(50%) 3(60%) IFRESH INC: Reaches Forbearance Agreement with Keybank ------------------------------------------------------ iFresh Inc., NYM Holding, Inc., certain subsidiaries of NYM, Mr. Long Deng and KeyBank National Association have entered into a forbearance agreement with respect to that certain Credit Agreement, dated as of Dec. 23, 2016, as amended, pursuant to which KeyBank National Association made available to NYM, the "Borrower", a revolving credit facility, a term loan facility, and other credit accommodations. Pursuant to that certain Guaranty Agreement, dated as of Dec. 26, 2016, as amended by several joinder agreements, the Company, certain subsidiaries of NYM and Mr. Long Deng have agreed to guarantee the payment and performance of the obligations of the Borrower under the Credit Agreement. The Lender has agreed to delay the exercise of its rights and remedies under the Loan Agreement based on the existence of certain events of default until the earlier to occur of: (a) 5:00 p.m. Eastern Time on the 90th day from Effective Date; and (b) a Forbearance Event of Default. The Lender has agreed to provide its limited consent to the Company creating or acquiring Xiaotai International Investment Inc. as a direct subsidiary. The Lender has agreed to provide its limited consent to (i) the Company consummating the sale of all of the equity interests of the Borrower held by the Company to Go Fresh 365, Inc., a Florida corporation, (ii) the Company receiving and retaining the proceeds of such sale free and clear of any Lien of the Lender on or in such proceeds, and (iii) remove the Company as a party to the Guaranty and each other Loan Document to which the Company is a party, provided that certain conditions have been satisfied prior to the consummation of such transaction. The Loan Parties have agreed to release the Lender from any claims the Loan Parties may have against the Lender, including in relation to the Credit Agreement or the Forbearance Agreement. The Forbearance Agreement contains customary forbearance covenants and other forbearance covenants, including (but not limited to): * All payments and interest shall be paid in immediately available funds when due. * Effective as of the Effective Date, interest shall accrue on the Loans at the Stated Rate. * The Loan Parties shall retain a chief restructuring officer acceptable to the Lender, and permit the CRO to access books and records, inspect operations, communicate directly with Lender's representatives, oversee and supervise a refinance, sale, and/or capital contribution transactions on such terms and conditions, and with proceeds in sufficient amounts, that will enable the repayment in full of the outstanding Obligations. * The Loan Parties and the CRO shall provide telephonic updates to the Lender regarding status of a Repayment Transaction on a bi-weekly basis and as otherwise reasonably requested by the Lender. * On or prior to the 89th day following the Effective Dates, executed Preliminary Transaction Documents shall be delivered to the Lender. * Provision of other periodic reporting. The Forbearance Agreement contains customary representations and warranties and conditions precedent, including the Loan Parties must pay, in immediately available funds, a non-refundable forbearance fee of $60,000.00 which forbearance fee shall be deemed fully earned by the Lender on the Effective Date. Each of the following constitutes an immediate default and event of default under the Forbearance Agreement: * Failure of the Loan Parties to pay any amounts as and when due and payable under the Forbearance Agreement or any other Loan Document; * Failure of any Loan Party to observe any term, condition, or covenant set forth in the Forbearance Agreement or any Loan Document, except for the Specified Events of Default; * Any representation or warranty made by any Loan Party is false or misleading in any respect at the time it was made. * The occurrence of an Event of Default (other than the Specified Events of Default) under the Credit Agreement or any other Loan Document occur and is continuing. * The occurrence of an event, or the existence of a circumstance or condition that has a Material Adverse Effect. * The validity, binding nature of, or enforceability of the Forbearance Agreement is disputed by, on behalf of, or in the right or name of any Loan Party or any material term or provision of the Forbearance Agreement is found or declared to be invalid, avoidable, or unenforceable by any court of competent jurisdiction. * Any material term or provision of the Forbearance Agreement is found invalid, avoidable, or unenforceable by any court of competent jurisdiction. About iFresh, Inc. iFresh Inc., headquartered in Long Island City, New York, is an Asian American grocery supermarket chain and online grocer. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. For more information, please visit: http://www.ifreshmarket.com. iFresh reported a net loss of $791,293 for the year ended March 31, 2018, following net income of $1.19 million for the year ended March 31, 2017. As of Dec. 31, 2018, the Company had $50.41 million in total assets, $48.19 million in total liabilities, and $2.21 million in total shareholders' equity. Friedman LLP, in New York, New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 29, 2018, on the Company's consolidated financial statements for the year ended March 31, 2018, citing that the Company incurred operating losses and did not meet the financial covenant required in the credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. On April 1, 2019, iFresh received a notice of noncompliance from The Nasdaq Stock Market LLC stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended March 31, 2018, which is required to be held within twelve months of the Company's fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G). The Letter also states that the Company has 45 calendar days to submit a plan to regain compliance and if Nasdaq accepts the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until Sept. 27, 2019, to regain compliance. IMPALA BORROWER: Fitch Gives Final 'BB-' LT IDR, Outlook Negative ----------------------------------------------------------------- Fitch Ratings has assigned a final Long-Term Issuer Default Rating and secured debt rating of 'BB-' to Impala Borrower LLC, a debt-issuing subsidiary of Virtu Financial LLC. Fitch has also assigned a final secured debt rating of 'BB-' to VFH Parent LLC, a co-issuer under the loan agreement. The Rating Outlook is Negative. The assignment of the final ratings follows the receipt of documents conforming to information already received. Impala and VFH Parent LLC (VFH; BB-/Negative), both wholly owned subsidiaries of Virtu, co-issued a $1.5 billion, seven-year, senior secured first lien term loan and a $50 million senior secured revolving credit facility. The issuances were completed in connection with Virtu's acquisition of Investment Technology Group, Inc., which was announced in November 2018. Proceeds from the issuance were partially used to refinance an existing $400 million term loan. KEY RATING DRIVERS IDRS AND SENIOR DEBT The secured term loan and revolving credit facility ratings assigned to Impala and VFH are equalized with Virtu's IDR, based on an unconditional guarantee and Fitch's expectation for average recovery prospects for the instruments. Virtu's ratings reflect its established market position as a technology-driven market maker across various venues, geographies and products, further enhanced by the acquisition of KCG Holdings, Inc. (KCG) in July 2017. Virtu also has good historic operating performance, a scalable business model, an experienced management team and demonstrated execution against operational and financial objectives with respect to the KCG acquisition. Fitch believes that Virtu's market-neutral trading strategies in highly liquid products and extremely short holding periods minimize market and liquidity risks. Fitch also believes the firm's risk controls are robust, as evidenced by minimal instances of material historical operational losses. The Negative Outlook reflects Fitch's view of elevated execution risk associated with the ITG acquisition in terms of integration, achievement of envisioned synergies and deleveraging. Fitch believes these risks could result in leverage remaining above 2.5x on a gross debt to EBITDA basis, for an extended period of time, particularly in the event of a sustained market disruption. Fitch also notes recent financial underperformance and historical governance deficiencies at ITG, the latter of which resulted in recent settlements with the SEC related to events up until late 2016. These risks associated with the ITG acquisition are partially balanced against the potentially improved client execution franchise, reduced earnings volatility and improved geographic diversification as a result of the transaction. Pro forma for the run rate ITG EBITDA, cash flow leverage, as expressed by gross debt to adjusted EBITDA increased to 3.2x from 1.5x for the 12 months ended Dec. 31, 2018, excluding any potential cost or capital synergies. Virtu expects to realize $114 million in net cash synergies by the end of 2019 and $133 million in the 18-24 months since the transaction closure. Including the cost synergies scheduled to be realized by end-2019, pro forma cash flow leverage would be 2.7x. Virtu has also indicated it could potentially achieve capital synergies of $125 million, mostly in the form of reduced prudential capital requirements as a result of optimization of overlapping regulated broker-dealer subsidiaries. Should capital synergies be used to repay debt, Fitch estimates leverage would be 2.6x on a gross debt/adjusted EBITDA basis. Virtu has communicated a long-term leverage target of 2.00x-2.25x to be achieved by end-2020. SUBSIDIARY AND AFFILIATED COMPANY The Long-term IDR assigned to Impala is equalized with Virtu's IDR, reflecting Virtu's unconditional guarantee on outstanding debt. RATING SENSITIVITIES IDRS AND SENIOR DEBT The secured term loan rating and revolving credit facility rating are primarily sensitive to changes in Virtu's IDR, and secondarily, to changes in Virtu's capital structure and/or changes in Fitch's assessment of the recovery prospects for the various instruments. Negative rating actions with respect to Virtu's IDR could result from integration or execution challenges associated with the ITG acquisition, which results in shortfalls in projected cost and capital synergies, an inability to reduce leverage toward or below 2.5x on a gross debt/adjusted EBITDA basis over the next 12-24 months, a material deterioration of interest coverage, or adverse legal or regulatory actions against Virtu. A rating downgrade could also result from material operational or risk management failures, a failure to maintain Virtu's market position in the face of evolving market structures and technologies, and/or a material shift into trading less liquid products. Demonstrated progress in de-leveraging toward the company's publicly-articulated long-term target of 2.00x-2.25x on a gross debt/adjusted EBITDA basis, successful execution against stated business and financial objectives associated with the ITG acquisition, and a demonstrated ability to manage the potential conflict of interest between proprietary market making and client execution businesses could lead to the Rating Outlook being revised to Stable from Negative. Positive rating action, though likely limited to the 'BB' rating category given the significant operational risk inherent in technology-driven trading, could be driven by consistent operating performance and minimal operational losses over a longer period of time while maintaining cash flow leverage consistently at-or-below 2.0x on a gross debt/adjusted EBITDA basis. Increased funding flexibility, including demonstrated access to third-party funding through market cycles, could also contribute to positive rating momentum. SUBSIDIARY AND AFFILIATED COMPANIES The ratings of Impala are expected to remain equalized with those of Virtu, reflecting the full ownership and unconditional guarantee on the senior secured debt co-issued by Impala and Virtu's another debt-issuing subsidiary VFH Parent LLC. INPIXON: Receives Noncompliance Notice from Nasdaq -------------------------------------------------- Inpixon received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on May 30, 2019 indicating that, based upon the closing bid price of the Company's Common Stock for the last 30 consecutive business days beginning on April 15, 2019 and ending on May 28, 2019, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until Nov. 26, 2019, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's Common Stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its Common Stock will be subject to delisting. The letter does not result in the immediate delisting of the Company's Common Stock from the Nasdaq Capital Market. The Company intends to monitor the closing bid price of its Common Stock and consider its available options in the event that the closing bid price of the Company's Common Stock remains below $1 per share. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or maintain compliance with the other listing requirements. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $24.56 million for the year ended Dec. 31, 2018, compared to a net loss of $35.03 million for the year ended Dec. 31, 2017. As of March 31, 2019, Inpixon had $20.12 million in total assets, $7.21 million in total liabilities, and $12.90 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INPIXON: Signs Exchange Agreement with Noteholder ------------------------------------------------- Inpixon and Iliad Research and Trading, L.P., the holder of that certain outstanding promissory note issued on Oct. 12, 2018 with an outstanding balance of $1,815,462 as of May 28, 2019, entered into an exchange agreement on May 28, 2019, pursuant to which the Company and the Note Holder agreed to (i) partition a new promissory note in the form of the Original Note in the original principal amount equal to $250,000 and then cause the Outstanding Balance to be reduced by the Exchange Amount; and (ii) exchange the Partitioned Note for the delivery of 312,891 shares of the Company's common stock, par value $0.001 per share, at an effective price per Exchange Share equal to $0.799. The Exchange Shares will be delivered to the Note Holder on or before May 30, 2019 and the Exchange will occur with the Note Holder surrendering the Partitioned Note to the Company on the date when the Exchange Shares are approved and held by the Note Holder's brokerage firm for public resale. A full-text copy of the Exchange Agreement is available for free at: https://is.gd/6UgYsG About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $24.56 million for the year ended Dec. 31, 2018, compared to a net loss of $35.03 million for the year ended Dec. 31, 2017. As of March 31, 2019, Inpixon had $20.12 million in total assets, $7.21 million in total liabilities, and $12.90 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JADOOTV INC: Case Summary & 10 Unsecured Creditors -------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- JadooTV, Inc. 19-41283 5880 W. Las Positas Blvd., #37 Pleasanton, CA 94588 CloudStream Media, Inc. 19-41284 5880 W. Las Positas Blvd., #37 Pleasanton, CA 94588 Business Description: JadooTV, Inc. -- https://jadootv.com/ -- is a consumer technology and services company, delivering live and on-demand entertainment to viewers through its Internet based set-top box (STB). JadooTV is a distributor of Internet based South Asian & Multicultural content, bringing television, movies, music and more to diaspora from India, Pakistan, Bangladesh, Afghanistan and Middle East. CloudStream Media is a cloud-based content & technology services company serving multicultural customers worldwide across all media channels and devices. CloudStream owns and operates JadooTV. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. Roger L. Efremsky Debtors' Counsel: Jane Kim, Esq. KELLER & BENVENUTTI LLP 650 California St, Suite 1900 San Francisco, CA 94108 Tel: (415) 364-6793 Email: jkim@kellerbenvenutti.com JadooTV, Inc.'s Estimated Assets: $500,000 to $1 million JadooTV, Inc.'s Estimated Liabilities: $1 million to $10 million CloudStream's Estimated Assets: $500,000 to $1 million CloudStream's Estimated Liabilities: $1 million to $10 million The petitions were signed by Sajid Sohail, chief executive officer. A copy of JadooTV, Inc.'s list of 10 unsecured creditors is available for free at: http://bankrupt.com/misc/canb19-41283_creditors.pdf A copy of CloudStream's list of two unsecured creditors is available for free at: http://bankrupt.com/misc/canb19-41284_Creditors.pdf Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/canb19-41283.pdf http://bankrupt.com/misc/canb19-41284.pdf JAZZ ACQUISITION: S&P Rates New $480MM Loans 'B-' ------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '4' recovery rating to Jazz Acquisition Inc.'s proposed $75 million revolving credit facility due 2024 and $405 million first-lien term loan due 2026. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 45%) recovery in a default scenario. At the same time, S&P assigned its 'CCC' issue-level rating and '6' recovery rating to the company's proposed $125 million second-lien term loan due 2027. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in a default scenario. All of S&P's other ratings on Jazz remain unchanged. The rating agency expects the company to use the proceeds from the new term loans to refinance the $361 million outstanding on its existing first-lien term loan and the $155 million outstanding on its existing second-lien term loan, repay its outstanding revolver borrowings, and pay transaction fees and expenses of about $9 million. The proposed transaction extends the maturities of the company's capital structure, including the revolver, as the existing is maturing in June 2019. "Our ratings on Jazz reflect its small size, the limited scope of its operations in highly competitive markets, and its weak--but improving--credit metrics. These factors are slightly offset by the company's good position in distributing bearings, seals, filters, and lighting to commercial aerospace customers and its improving customer and program diversity," S&P said. "We expect Jazz's credit metrics to improve in 2020 on increasing revenue and earnings due to new parts manufacturer approval (PMA) parts, new repair capabilities, and additional distribution lines." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P completed a recovery analysis and assigned its '4' recovery rating to Jazz's new $75 million revolving credit facility due 2024 and $405 million first-lien term loan due 2026. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; rounded estimate: 45%) in a default scenario. -- S&P also assigned its '6' recovery rating to the company's $125 million second-lien term loan due 2027. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in a default scenario. -- Other default assumptions include LIBOR rising to 250 basis points (bps) and the revolver is 85% drawn at default. Simulated default assumptions -- Default year: 2021 -- EBITDA at emergence: $48 million -- Multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative expenses): $226 million -- Estimated first-lien claims: $479 million -- Recovery expectations: 30%-50% (rounded estimate: 45%) -- Estimated second-lien claims: $132 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Ratings List Jazz Acquisition Inc. Issuer Credit Rating B-/Positive/-- New Rating Jazz Acquisition Inc. Senior Secured US$125 mil 2nd lien term bank ln due 2027 CCC Recovery Rating 6(0%) Senior Secured US$405 mil 1st lien term bank ln due 2026 B- Recovery Rating 4(45%) Senior Secured US$75 mil revolver bank ln due 2024 B- Recovery Rating 4(45%) JLM ENERGY: Secured Creditor Seeks Case Conversion, Ch. 11 Trustee ------------------------------------------------------------------ Alliance Fund II JLM Energy Funding, LLC, the senior secured creditor of JLM Energy, Inc., asked the U.S. Bankruptcy Court for the Eastern District of California to convert the Chapter 11 case of the Debtor to one under Chapter 7 or, in the alternative, appoint a Chapter 11 trustee. Further, Alliance Fund requested the Court to enter an order for a shortened notice of the hearing on the Conversion Motion on June 5, 2019, at 10:00 A.M. Alliance Fund believed that the conversion of the case to Chapter 7 is in the best interests of the creditors and the estate to enable a trustee to more quickly distribute all the secured creditors’ property and further marshal available assets via investigation of, and potentially ultimate pursuit of, preferential and/or fraudulent transfer claims against all of the Debtor’s insiders. In the alternative, Alliance Fund also believed that the appointment of a Chapter 11 trustee is in the best interests of creditors. In this case, an independent Chapter 11 trustee would allow for an unconflicted party to properly assess the efficacy of pursing claims related to transfers to all of the Debtor’s insiders and potentially propose a plan of liquidation—as the current Plan, styled as a plan of reorganization is unconfirmable and results in no demonstrable reorganization of the Debtor. Alliance Fund is represented by: Michael Jaeger, Esq. FAEGRE BAKER DANIELS LLP 11766 Wilshire Boulevard, Suite 750 Los Angeles, CA 90025 Tel: (310) 500-2090 Fax: (310) 500-2091 Email: michael.jaeger@FaegreBD.com -- and -- George R. Mesires, Esq. FAEGRE BAKER DANIELS LLP 311 S. Wacker Drive, Suite 4300 Chicago, IL 60606 Tel: (312) 356-5101 Fax: (312) 212-6501 Email: george.mesires@faegrebd.com About JLM Energy JLM Energy, Inc. -- https://jlmenergyinc.com Ã¢â‚¬â€œ is an energy technology company that created a fully-integrated software platform and energy ecosystem that optimizes energy use and maximizes savings for customers. The ecosystem includes the market's only plug-and-play energy storage product, monitoring devices, algorithms and load controllers that are all unified via a single software platform. JLM Energy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 18-25811) on Sept. 13, 2018. In the petition signed by Kraig Clark, director, the Debtor estimated assets of less than $500,000 and liabilities of $10 million to $50 million. Judge Robert S. Bardwil presides over the case. The Debtor tapped Stephen M. Reynolds, Esq., at Reynolds Law Corporation, as its legal counsel. KANDY LIMITED: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: The Kandy Limited Partnership 6927 East Cheney Drive Paradise Valley, AZ 85253 Business Description: The Kandy Limited Partnership is primarily engaged in renting and leasing real estate properties. The Company is the fee simple owner of a property located at 15024 Yenne Point, Bigfork MT 59911 value by the Debtor at $1.8 million. Chapter 11 Petition Date: May 30, 2019 Court: United States Bankruptcy Court District of Arizona (Phoenix) Case No.: 19-06712 Judge: Hon. Paul Sala Debtor's Counsel: Kasey C. Nye, Esq. WATERFALL, ECONOMIDIS, CALDWELL, HANSHAW & VILLAMANA, P.C. 5210 E Williams Circle, Suite 800 Tucson, AZ 85711 Tel: 520-202-5018 Fax: 520-745-1279 E-mail: knye@waterfallattorneys.com Total Assets: $2,552,681 Total Liabilities: $1,541,313 The petition was signed by Andrew J. Kacic, trustee of Andrew J. Kacic Revocable Trust, general partner. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/azb19-06712.pdf KEVIN KERVENG TUNG: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: Kevin Kerveng Tung, P.C. 136-20 38th Avenue, Suite 3D Flushing, NY 11354 Business Description: Founded in 2004, Kevin Kerveng Tung, P.C. -- http://www.kktlawfirm.com/-- provides full service legal advice. The firm specializes in bankruptcy, business transactions, capital market & securities, civil litigation, commercial litigation, corporate, criminal defense, employment & work compensation, family & matrimonial, immigration, intellectual property, landlord/tenant, real estate, tax, and U.S.- China practice. Chapter 11 Petition Date: May 30, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-43315 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Kevin K. Tung, Esq. KEVIN KERVENG TUNG, P.C. 136-20 38th Avenue, Suite 3D Flushing, NY 11354 Tel: (718) 939-4633 Fax: (718) 939-4468 E-mail: ktung@kktlawfirm.com Total Assets: $49,800 Total Liabilities: $1,547,100 The petition was signed by Kevin K. Tung, managing attorney/director. The Debtor listed Janet Yijuan Fou as its sole unsecured creditor holding a claim of $1,547,100. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-43315.pdf LA VINAS MD: DOJ Watchdog Directed to Appoint PCO ------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Souther District of Flordia entered an Order directing the U.S. Trustee to appoint a patient care ombudsman for L.A. Vinas, M.D., P.A. The Court Order is without prejudice to another motion of the U.S. Trustee or a party in interest, filed no later than 21 days following its commencement on May 29, 2019, or within another time fixed by the court, finding that the appointment of a patient care ombudsman is not necessary under the specific circumstances of the case for the protection of patient. About L.A. Vinas, M.D., P.A. Based in West Palm Beach, Florida, 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). L.A. Vinas, M.D., P.A. filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.: 19-17065) on May 29, 2019, and is represented by Dana L. Kaplan, Esq., in W. Palm Beach, Florida. At the time of the filing, the Debtor had $0 to $50,000 in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Luis A. Vinas, M.D., president. LAKEWAY PUBLISHERS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Lakeway Publishers, Inc. 19-51163 dba The Central Virginian dba The Carolina Progress (shuttered) dba Northern Neck News dba The Citizen's Companion dba Citizen Tribune dba Manchester Times dba Civil War Courier dba Lakeway Printers dba Elk Valley Times dba Northumberland Echo dba Westmoreland News dba Tullahoma News dba Moore County News dba The Herald Progress (shuttered) dba Tri-Lake Ledger (shuttered) dba Camp Chase Gazette dba Winchester Herald Chonicle dba LogOn Computer Services dba Grundy County Herald P.O. Box 625 Morristown, TN 37815 Lakeway Publishers of Missouri, Inc. 19-51164 dba Press Journal Printing dba Newstime dba Louisiana Press Journal dba The Vandalia Leader dba Lincoln County Journal dba Herman Advertiser Courier dba Bowling Green Times dba Smart Shopper dba Current News Journal (shuttered) dba The Lake Gazette dba Centralia Fireside Guard dba Elsberry Democrat P.O. Box 625 Morristown, TN 37815 Business Description: Lakeway Publishers, Inc. is a multi-state publisher of newspapers, magazines and special publications. Lakeway owns and operates community newspapers and magazines in Tennessee, Missouri, Virginia, and Florida. Lakeway Publishers, Inc. was incorporated in 1966 and is based in Morristown, Tennessee. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Hon. Marcia Phillips Parsons Debtors' Counsel: Ryan E. Jarrard, Esq. QUIST, FITZPATRICK & JARRARD, PLLC 2121 First Tennessee Plaza Knoxville, TN 37929 Tel: 865.524.1873 Email: rej@qcflaw.com Debtors' Accountant: JAMES W. CRAINE Lakeway Publishers, Inc.'s Total Assets: $20,884,027 Lakeway Publishers, Inc.'s Total Liabilities: $9,245,645 Lakeway Publishers of Missouri's Total Assets: $7,047,972 Lakeway Publishers of Missouri's Total Liabilities: $9,206,193 The petitions were signed by Jack R. Fishman, president. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/tneb19-51163.pdf http://bankrupt.com/misc/tneb19-51164.pdf A. List of Lakeway Publishers, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. BlueCross BlueShield of TN Business Expense $52,509 Group Receipts Dept. P.O. Box 6539 Carol Stream, IL 60197-6539 2. Gene Jolley Investor Note $150,000 3. Internal Revenue Service Payroll Taxes $37,164 P.O. Box 37941 Hartford, CT 06176-7941 4. Internal Revenue Service Payroll Taxes $36,849 P.O. Box 37941 Hartford, CT 06176-7941 5. Internal Revenue Service Payroll Taxes $36,731 P.O. Box 37941 Hartford, CT 06176-7941 6. Internal Revenue Service Payroll Taxes $36,285 P.O. Box 37941 Hartford, CT 06176-7941 7. Internal Revenue Service Payroll Taxes $33,363 P.O. Box 37941 Hartford, CT 06176-7941 8. John Johnson Investor Note $100,000 9. McGuffins Partners Investor Note $75,000 10. Omer E. Perryman Investor Note $50,000 1310 Bales Ave. Morristown, TN 37814 11. PAGE Cooperative Business Expense $169,580 P.O. Box 842228 Boston, MA 02284-2228 12. Pinnacle Bank 1608-1619 W 1st $2,609,566 1111 N. Northshore North St. Dr., Ste. S-800 Ste. 130 Morristown, TN Knoxville, TN 37919 37814 (CT) Office Building 13. Pinnacle Bank 3650 West Industrial $1,785,000 1111 N. Northshore Dr. Louisiana, MO Dr., Ste. S-800 63353 Knoxville, TN 37919 14. Pinnacle Bank Equipment and building $954,564 1111 N. Northshore at (PJP) 3650 W Dr., Ste. S-800 Industrial Dr. Knoxville, TN 37919 Louisiana, MO 63353 15. Pinnacle Bank AR, Inventory, CV $750,000 1111 N. Northshore Ins. Dr., Ste. S-800 Knoxville, TN 37919 16. Ray Bible Investor Note $50,000 17. Terry Law Firm Investor Note $50,000 918 W 1st St. Morristown, TN 37814 18. Wallace Properties Investor Note $75,000 813 S. Northshore Dr. Knoxville, TN 37919 19. Wayne Pigmon Investor Note $150,000 20. William North Investor Note $50,000 B. List of Lakeway Publishers of Missouri's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Higgins Electric, Inc. Business Expense $33,608 P.O. Box 218 Montgomery City, MO 63361 2. Internal Revenue Service Federal Payroll $17,817 P.O. Box 37941 Taxes Hartford, CT 06176-7941 3. Internal Revenue Service Federal Payroll $17,555 P.O. Box 37941 Taxes Hartford, CT 06176-7941 4. Internal Revenue Service Federal Payroll $17,555 P.O. Box 37941 Taxes Hartford, CT 06176-7941 5. Internal Revenue Service Federal Payroll $17,298 P.O. Box 37941 Taxes Hartford, CT 06176-7941 6. Internal Revenue Service Federal Payroll $17,182 P.O. Box 37941 Taxes Hartford, CT 06176-7941 7. Internal Revenue Service Federal Payroll $16,718 P.O. Box 37941 Taxes Hartford, CT 06176-7941 8. Internal Revenue Service Federal Payroll $15,891 P.O. Box 37941 Taxes Hartford, CT 06176-7941 9. Internal Revenue Service Federal Payroll $15,612 P.O. Box 37941 Taxes Hartford, CT 06176-7941 10. Internal Revenue Service Federal Payroll $15,455 P.O. Box 37941 Taxes Hartford, CT 06176-7941 11. Internal Revenue Service Federal Payroll $15,344 P.O. Box 37941 Taxes Hartford, CT 06176-7941 12. Konica Minolta Business Expense $15,379 Premier Finance P.O. Box 105710 Atlanta, GA 30348-5710 13. Konica Minolta Business Expense $16,296 Premier Finance P.O. Box 41602 Philadelphia, PA 19101 14. Lincoln County Tax Property Taxes $10,657 Collector Jessica Zumwalt 201 Main St. Troy, MO 63379 15. PAGE Cooperative Business Expense $1,211,324 P.O. Box 842228 Boston, MA 02284-2228 16. Perq, LLC Trade Debt $30,713 7225 Georgetown Rd. Indianapolis, IN 46268 17. Pike County Property Taxes $31,893 Collector 115 W Main St., #21A Bowling Green, MO 63334 18. RR Donnelley Trade Debt $38,191 Logistics Services P.O. Box 932721 Cleveland, OH 44193 19. Swift Printing Trade Debt $77,168 P.O. Box 28252 Saint Louis, MO 63132-0252 20. Veritiv Operating Trade Debt $15,993 Company f/k/a Unisource 1111 N 28th Ave. Dallas, TX 75261 LASALLE GROUP: DOJ Watchdog Appointed Susan Goodman as PCO ---------------------------------------------------------- William T. Neary, the United States Trustee for Region 6, appointed Susan Goodman as the Patient Care Ombudsman for The LaSalle Group, Inc. The appointment was made pursuant to an agreed order directing the appointment of a patient care ombudsman for the Debtor. According to Ms. Goodman's Verified Statement, she is a disinterested person as defined in 11 U.S.C. Sec. 101(14) of the Bankruptcy Code. Ms. Goodman can be reached at: Susan N. Goodman, Esq. Mesch Clark Rothschild P.C. 259 N. Meyer Ave., Tucson, AZ 85701 Tel: (800) 467-8886 Fax: (520) 798-1037 About LaSalle Group Inc. The LaSalle Group, Inc., along with certain of its subsidiaries, designs, develops, builds, and owns interests in memory care assisted living communities designed specifically for people with Alzheimer's and other forms of dementia. The communities operate under the name Autumn Leaves. LaSalle is a holding company for numerous wholly owned, non debtor subsidiaries and affiliates. It directly and indirectly owns interests in 40 memory care assisted living communities located in Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma, South Carolina, and Wisconsin. LaSalle and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on May 2, 2019. At the time of the filing, the Debtors estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Stacey G. Jernigan. The Debtors tapped Crowe & Dunlevy, P.C., as their legal counsel, and Donlin, Recano & Company, Inc. as their claims and noticing agent. MAISON PREMIERE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Maison Premiere Corp. 19-43359 298 Bedford Avenue Brooklyn, NY 11249 Lafitte LLC 19-43360 dba Sauvage 905 Lorimer Street Brooklyn, NY 11222 Business Description: Maison Premiere owns and operates an oyster bar, cocktail den & seafood restaurant in Brooklyn, New York. Lafitte LLC is a privately held company in Brookyn, New York, doing business as Sauvage. Sauvage is a restaurant that serves breakfast, lunch, dinner, brunch, wines, cocktails, and desserts. On the web: https://maisonpremiere.com/ https://sauvageny.com/ Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtors' Counsel: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Fax: (212) 695-6007 Email: dpick@picklaw.net Maison Premiere's Total Assets: $13,600 Maison Premiere's Total Liabilities: $2,507,685 Lafitte LLC's Total Assets: $22,100 Lafitte LLC's Total Liabilities: $2,773,402 The petitions were signed by Krystof Zizka, president and managing member. A full-text copy of Maison Premiere's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb19-43359.pdf 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/nyeb19-43360.pdf MESOBLAST LIMITED: Will Discuss Product Pipeline at ISCT Meeting ---------------------------------------------------------------- Mesoblast Limited will feature at the International Society for Cell and Gene Therapy (ISCT) annual meeting being held May 29-June 1, 2019. In the plenary session 'Commercial Strategies for Expanding Global Cell and Gene Therapy Access', Mesoblast Chief Executive Dr Silviu Itescu will discuss the Company's product pipeline and commercialization plans for its lead cell therapy remestemcel-L. The presentation will focus on potential approval and market launch of remestemcel-L in the United States for the treatment of pediatric steroid-refractory acute graft versus host disease (aGVHD), and subsequent proposed label extension for adults with aGVHD and additional indications in children and adults. Additionally, Mesoblast's Global Head of Research and Development, Dr Paul Simmons, will discuss the Company's commercial scale manufacturing capabilities, its proprietary technologies, and strategies for meeting expected peak market demand. About Mesoblast Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB; Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform to establish a broad portfolio of late-stage product candidates with three product candidates in Phase 3 trials - acute graft versus host disease, chronic heart failure and chronic low back pain due to degenerative disc disease. Through a proprietary process, Mesoblast selects rare mesenchymal lineage precursor and stem cells from the bone marrow of healthy adults and creates master cell banks, which can be industrially expanded to produce thousands of doses from each donor that meet stringent release criteria, have lot to lot consistency, and can be used off-the-shelf without the need for tissue matching. Mesoblast has facilities in Melbourne, New York, Singapore and Texas and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). Mesoblast reported a net loss attributable to the owners of Mesoblast of US$35.29 million for the year ended June 30, 2018, compared to a net loss attributable to the owners of Mesoblast of US$76.81 million for the year ended June 30, 2017. As of Dec. 31, 2018, the Company had US$688.33 million in total assets, US$163.77 million in total liabilities, and US$524.55 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, the Company's auditor since 2008, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2018. The auditors noted that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MONITRONICS INTERNATIONAL: Inks Merger Agreement with Ascent ------------------------------------------------------------ Monitronics International, Inc., entered into an Agreement and Plan of Merger with Ascent Capital Group, Inc. on May 24, 2019. The merger agreement provides for, among other things and subject to the satisfaction or waiver of certain specified conditions, the merger of Ascent with and into Monitronics. Upon completion of the merger, Monitronics will be the surviving company and Ascent expects that immediately thereafter Monitronics will be redomiciled as a Delaware corporation, and the separate corporate existence of Ascent will cease. Restructured Monitronics will keep the name "Monitronics International, Inc." following the consummation of the merger and redomiciliation. Pursuant to the merger agreement, at the time the merger becomes effective, each share of Ascent's Series A common stock, par value $0.01 per share, and Ascent's Series B common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the merger effective time (other than (i) shares of Ascent common stock held by stockholders who are entitled to demand and have properly made a demand for appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the General Corporation Law of the State of Delaware and do not thereafter fail to perfect, effectively withdraw, or otherwise lose their right to appraisal or (ii) shares of Ascent common stock held by Monitronics or by Ascent as treasury shares) will be converted into the right to receive a number of fully paid and non-assessable shares of common stock, par value $0.01 per share, of Restructured Monitronics equal to the exchange ratio. The "exchange ratio" equals the quotient of (a) (i) (A) all cash held by Ascent at the merger effective time, net of all liabilities of Ascent (including, but not limited to, funded indebtedness, professionals' fees, settlements, severance payments, unclaimed property liabilities, agreements or understandings with respect to the use of cash, contingent liabilities, and operating expenses expected to be paid in connection with the merger or that will be assumed by Monitronics or Restructured Monitronics, as applicable, in connection with the merger), which in no event will be greater than $23,000,000, divided by (B) $395,111,570 (pursuant to the terms of the Restructuring Support Agreement, dated May 20, 2019, between Monitronics and its domestic subsidiaries, Ascent, certain noteholders and term lenders of the Debtors and the other parties thereto pursuant to which the parties have agreed to support a restructuring transaction for the Debtors, representing the discounted equity value at which (x) holders of Monitronics' 9.125% senior notes due April 2020 exchange their notes and (y) certain parties to the Put Option Agreement invest in subscription rights, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the effective date of the partial prepackaged Chapter 11 plan of reorganization consistent in all material respect with the RSA; divided by (b) the number of outstanding shares of Ascent common stock immediately prior to the merger effective time. By way of illustration, as of May 24, 2019, the exchange ratio would be 0.1040865, assuming Net Cash Amount (as defined in the merger agreement) of $23,000,000 and Outstanding Ascent Shares (as defined in the merger agreement) of 12,583,352, and (x) for each $100,000 increase or decrease in Net Cash Amount at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00045, and (y) for each increase or decrease of 25,000 Outstanding Ascent Shares at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00020. For purposes of clarity, such calculation is on a fully diluted basis giving effect to issuances to creditors pursuant to the Plan. Shares of Ascent common stock issued and outstanding and owned by Monitronics or held in Ascent's treasury will be canceled and cease to exist, and no merger consideration will be delivered in exchange for such shares. All of the shares of Ascent common stock converted into the right to receive Monitronics common stock or cancelled pursuant to the merger agreement will no longer be outstanding and will automatically be cancelled and cease to exist as of the merger effective time. Restructured Monitronics will not issue any fractional shares of Monitronics common stock in the merger. Instead of any fractional shares that would otherwise be issuable to a holder of Ascent common stock (after aggregating all fractional shares of Monitronics common stock which such holder would otherwise receive), such holders of Series A common stock or Series B common stock, as applicable, will receive cash in lieu of fractional shares, following the aggregation of fractional share interests allocable to the holders of Ascent common stock and the sale by the exchange agent of the whole shares obtained by such aggregation in open market transactions at prevailing trading prices (after making appropriate deductions for taxes and costs). As a result of the merger and without any action on the part of Ascent or Monitronics, at the merger effective time, each share of Monitronics capital stock that was issued and outstanding immediately prior to the merger effective time will be cancelled and shall cease to exist and no consideration will be delivered in exchange therefor. As of May 31, 2019, 100% of Monitronics' issued and outstanding capital stock is owned by Ascent. The obligations of each of Ascent and Monitronics to effect the merger and the other transactions contemplated by the merger agreement are subject to the fulfillment, or (to the extent permitted by applicable law) waiver, of the following conditions on or prior to the merger effective time, including (i) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Ascent common stock entitled to vote, voting together as a single class; (ii) the adoption of the merger agreement by Ascent, as the sole stockholder of Monitronics; (iii) the effectiveness of the Plan on terms materially consistent with the RSA which shall (x) be confirmed by the United States Bankruptcy Court for the Southern District of Texas, Houston Division pursuant to a confirmation order materially consistent with the RSA (such confirmation order in full force and effect and not stayed, modified, or vacated) and (y) occur contemporaneously with the closing of the merger; (iv) the quotation of the shares of Monitronics common stock to be issued to the holders of Ascent common stock upon consummation of the merger and the redomiciliation on any tier of the OTC Markets Group (including, without limitation, the OTCQX, OTCQB or OTC Pink marketplaces) or any other similar national or international quotation service, in each case subject to notice of official issuance; (v) the effectiveness of a registration statement under the Securities Act of 1933, as amended, and no stop order suspending the effectiveness of such registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission; (vi) the lack of any outstanding order, decision, judgment, writ, injunction, stipulation, award or decree (whether temporary, preliminary, or permanent) issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement; (vii) the lack of any statute, rule, regulation, order, decision, judgment, writ, injunction, stipulation, award or decree having been enacted, entered, promulgated or enforced by any governmental authority that prohibits or makes illegal the consummation of the merger; and (viii) the receipt by Ascent of an opinion of Baker Botts L.L.P., tax counsel to Ascent, dated the closing date of the merger and based on facts, representations, exclusions and assumptions set forth or described in such opinion, to the effect that the merger should be treated as a "reorganization" within the meaning of Section 368(a) of the Code. The merger agreement may be terminated at any time prior to the merger effective time, whether before or after Ascent stockholder approval or Monitronics stockholder approval has been obtained, by mutual consent of each of Ascent and Monitronics. The merger agreement will be terminated at any time prior to the merger effective time, whether before or after Ascent stockholder approval or Monitronics stockholder approval has been obtained, without any further action by either of Ascent or Monitronics upon the earlier to occur of (i) the non-Ascent restructuring toggle (as defined in the RSA) and (ii) 82 days after the date that Monitronics commences Chapter 11 proceedings. Put Option Agreement On May 28, 2019, Monitronics, the Debtors, Ascent, certain signatories entered into a Put Option Agreement. Within five business days following the date on which the Debtors commence Chapter 11 proceedings, Monitronics shall grant Noteholders subscription rights to purchase in the aggregate 44.80% of the total shares of Monitronics common stock for an aggregate purchase price of $177 million. Pursuant to the Put Option Agreement, the Backstop Commitment Parties agree to purchase any Rights Offering Shares that are not duly subscribed for in the Rights Offering at the same price available to Noteholders. Additionally, if a non-Ascent restructuring toggle event occurs, the Backstop Commitment Parties agree to purchase a number of shares issued by Restructured Monitronics after its emergence from Chapter 11, for $23 million and, if a non-Ascent restructuring toggle event has not occurred and Ascent's Net Cash Amount is less than $23 million (but not less than $20 million), a number of shares of Monitronics common stock for $23 million less Ascent's Net Cash Amount. Additionally, pursuant to the Put Option Agreement, the Equity Commitment Parties agree to purchase 25.31% of the total shares of Monitronics common stock to be issued and outstanding as of the effective date of the Plan, subject to dilution by the post-emergence management incentive plan, for an aggregate purchase price of $100 million (at a per-share purchase price equal to the Exercise Price), payable by exchanging an aggregate principal amount of $100 million of term loans owned or controlled by such Equity Commitment Parties in accordance with the terms and conditions of the RSA and the Put Option Agreement. Pursuant to the Put Option Agreement, at the effective date of the Plan, the Debtors will be required to issue to the Commitment Parties as consideration for their Backstop Commitments and Equity Commitments, respectively, a put option premium in the form of Monitronics common stock issued at a discount to Plan equity value representing 6.07% of the total shares of Monitronics common stock to be issued and outstanding as of the effective date of the Plan. The Put Option Premium was deemed earned in full on the date of the Put Option Agreement. The Put Option Premium: (a) will not be refundable under any circumstance or creditable against any fee or other amount paid in connection with the Put Option Agreement (or the transactions contemplated thereby) or otherwise; (b) will be paid on the effective date of the Plan to the Commitment Parties on a pro rata basis (based on their respective Backstop Commitments and Equity Commitments); and (c) will be paid without setoff or recoupment and will not be subject to defense or offset on account of any claim, defense or counterclaim. The rights to purchase the Rights Offering Shares, any shares issued upon the exercise thereof, and all shares issued to the Backstop Commitment Parties in respect of their Backstop Commitments pursuant to the Put Option Agreement will be issued in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to section 1145 of title 11 of the United States Code, as amended, or in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof and/or Regulation D thereunder. As a condition to the closing of the transactions contemplated by the Put Option Agreement, Restructured Monitronics will enter into a registration rights agreement with the Backstop Commitment Parties desiring to be a party thereto, requiring Restructured Monitronics to register the Backstop Commitment Parties' securities under the Securities Act. The Backstop Commitment, the Equity Commitment and the other transactions contemplated by the Put Option Agreement are conditioned upon the satisfaction or waiver of customary conditions on transactions of this nature, including, without limitation, that there has been no material adverse effect that exists and is continuing. The issuances of Monitronics common stock pursuant to the Rights Offering and the Put Option Agreement are conditioned upon, among other things, confirmation of the Plan by the Bankruptcy Court and the Plan's effectiveness. A full-text copy of the Put Option Agreement is available for free at: https://is.gd/jjNu6Y About Monitronics Headquartered in the Dallas-Fort Worth area, Monitronics provides security alarm monitoring services to approximately 900,000 residential and commercial customers as of March 31, 2019. Ascent Capital Group, Inc., is a holding company that owns Monitronics International, Inc., doing business as Brinks Home Security. Monitronics reported a net loss of $678.8 million for the year ended Dec. 31, 2018, compared to a net loss of $111.29 million for the year ended Dec. 31, 2017. As of March 31, 2019, Monitronics had $1.33 billion in total assets, $1.95 billion in total liabilities, and a total stockholders' deficit of $623.8 million. KPMG LLP, in Dallas, Texas, the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has substantial indebtedness classified within current liabilities that raises substantial doubt about its ability to continue as a going concern. * * * In April 2019, S&P Global Ratings lowered the issuer credit rating on Monitronics International Inc. to 'SD' from 'CC'. The downgrade follows Monitronics' election not to make an approximately $26.7 million in interest on its 9.125% unsecured notes due 2020. In April 2019, Moody's Investors Service downgraded Monitronics' Corporate Family Rating to 'Ca' from 'Caa2'. The downgrade reflects the Company's near-term debt maturities and the high likelihood of a default event under Moody's definition in the near term. MOOD MEDIA: Moody's Cuts CFR to 'Ca' & Rates Second Lien Notes 'C' ------------------------------------------------------------------ Moody's Investors Service stated that if the proposed Exchange Offer and Consent Solicitation relating to the senior secured second lien notes announced by Mood Media Borrower, LLC on May 28, 2019 proceeds as outlined, it will constitute a distressed exchange, a default under Moody's definition of default. At the same time, Moody's downgraded Mood's ratings, including its Corporate Family Rating (to Ca from Caa3), Probability of Default Rating (to Ca-PD from Caa3-PD), and the rating on its senior secured second lien notes (to C from Ca). Moody's also assigned a C rating to its new proposed senior secured second lien notes. The outlook remains negative. Mood is seeking to exchange its existing partial cash pay second lien notes for new second lien notes whose interest will only be paid-in-kind. Given that Mood's financial sponsors own more than 70% of the second lien notes, Moody's expects the exchange offer to largely close as contemplated. While the remaining holders of the second lien notes may not elect to exchange their existing notes, opting instead to continue to receive some cash interest, they will be stripped of their collateral as the sponsor's ownership is sufficient enough to approve the Consent Solicitation. Once the transaction closes, Moody's will append the "/LD" designation to Mood's Ca-PD for three business days. Moody's expects the rating actions taken today to stand, whether or not the transaction is completed. "The proposed exchange offer will do little to improve Mood's liquidity," said Harold Steiner, Moody's lead analyst for Mood Media. "Performance declines are accelerating, and we expect continued pressures to negate the short-term benefits of the exchange," Steiner added. Moody's took the following rating actions: Assignments: Issuer: Mood Media Borrower, LLC Senior Secured Second Lien Notes, Assigned at C (LGD5) Downgrades: Issuer: Mood Media Borrower, LLC Probability of Default Rating, Downgraded to Ca-PD from Caa3-PD Corporate Family Rating, Downgraded to Ca from Caa3 Senior Secured Second Lien Notes, Downgraded to C (LGD5) from Ca (LGD5) Outlook Actions: Issuer: Mood Media Borrower, LLC Outlook, Remains Negative RATINGS RATIONALE The downgrade of Mood's Corporate Family Rating and Probability of Default Rating to Ca and Ca-PD, respectively, reflects the company's ongoing performance pressures, weak liquidity, and unsustainable capital structure. Even if all second lien holders exchange their notes, the company will only save $6 million of annual cash interest. Moody's expects free cash flow after debt service to continue to be negative in 2019 and 2020, owing to persistently weak earnings quality and continued declines in recurring revenues in spite of the planned acquisition of another franchisee. With only $18 million of cash on the balance sheet, no available external liquidity sources, and covenant cushion erosion owing to step downs in 2019 and 2020, a more fulsome balance sheet restructuring or other default is highly likely over the next 12 to 18 months. The negative outlook reflects Moody's expectation for further erosion of revenue, earnings, and liquidity in 2019. The ratings could be downgraded if the company defaults on its obligations or if anticipated recoveries for creditors in an assumed event of default scenario weaken further. While unlikely in the near-term, the ratings could be upgraded if the company can sustainably improve revenue, earnings, and liquidity such that its capital structure is considered to be tenable by Moody's. The principal methodology used in these ratings was Media Industry published in June 2017. Headquartered in Austin, Texas, Mood Media Borrower, LLC provides in-store/on-premises digital audio and visual media for customers in a variety of industries, including quick serve restaurants, retailers and hotels. The company is privately held by Apollo Global Management, LLC, GSO Capital Partners LP, and FS/KKR Advisor, LLC. 2018 revenues were approximately $370 million. MOOD MEDIA: S&P Lowers ICR to 'CC' on Proposed Debt Exchange ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Mood Media Corp. to 'CC' from 'CCC+' and its issue-level ratings on the company's senior unsecured notes to 'C' from 'CCC' with no change to the '5' recovery rating. The downgrade follows Mood's announcement that it has offered to exchange its L+14% cash and paid-in-kind (PIK) (6% cash and 8% PIK) second-lien notes due in 2024 for new second-lien notes due in 2023. The new second-lien notes will carry the same coupon at L+14%, with interest 100% PIK to all holders. Following the exchange, the existing second-lien notes due in 2024 will have many of its restrictive covenants eliminated and collateral released, becoming unsecured debt. S&P views the exchange as a reduction in value to lenders due to the increased PIK interest and the debt being exchanged becoming more junior in the capital structure. The rating agency views this transaction as tantamount to a default based on its criteria. "We expect the proposed exchange to free up about $6 million of additional cash interest savings, which the company will likely direct to fund additional strategic growth initiatives and provide additional liquidity," S&P said. "However, pro forma for the exchange, adjusted leverage will remain above 7.5x as the company continues to face the prospect of increased leverage because of the PIK feature under the new notes." In July 2018, the company benefited from increased room under its covenants following a first-lien credit facility amendment and backing from its financial sponsors for incremental reinvestment of the cash interest on second-lien debt owned by the sponsor. Yet S&P's 'CCC+' rating and negative outlook reflected the uncertainty around the long-term viability of the company's capital structure given its high debt burden and the rating agency's expectation that free operating cash flow generation will continue to be negligible over the next 12 months. "The rating outlook is negative. We could lower our issuer credit rating on Mood Media to 'SD' and the affected issue-level ratings to 'D' if the debt exchange is completed. Subsequently, we could assign an issuer credit rating, no higher than 'CCC+' and outlook as well as a rating for the newly issued debt reflecting the new capital structure," S&P said. NEOVASC INC: Will Hold its Annual Meeting on June 4 --------------------------------------------------- Neovasc Inc. said it will hold its annual general meeting and special meeting of shareholders of June 4, 2019 at 2600 - 595 Burrard St., Vancouver, British Columbia, at 8:00 a.m. (Vancouver time) for these purposes: 1. to receive and consider the audited financial statements of the Company for the year ended Dec. 31, 2018 together with the auditor's report thereon; 2. to elect directors for the ensuing year; 3. to consider and, if thought fit, to approve, with or without amendment, a special resolution of shareholders approving and authorizing an amendment to the Company's articles to effect a consolidation of the issued and outstanding common shares of the Company on the basis of up to 10 existing Common Shares for one new Common Share; 4. to appoint an auditor for the ensuing year and authorize the directors to approve the remuneration to be paid to the auditor; and 5. to transact such other business as may properly come before the meeting. The board of directors has fixed May 2, 2019 as the record date for determining the shareholders entitled to receive notice of and vote at the Meeting. Shareholders unable to attend the meeting in person are requested to read the management information circular and proxy (or Voting Instruction Form) and complete and deposit the proxy or VIF in accordance with its instructions. Unregistered shareholders must deliver their complete proxy or VIF in accordance with the instructions given by their financial institution or other intermediary that forwarded the proxy to them. A full-text copy of the Management Information Circular as filed with the Securities and Exchange Commission is available for free at https://is.gd/g2tUOp About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$108.04 for the year ended Dec. 31, 2018, compared to a net loss of US$22.90 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Neovasc had US$11.99 million in total assets, US$21.66 million in total liabilities, and a total deficit of US$9.66 million. Grant Thornton LLP, in Vancouver, BC, the Company's auditor since 2002, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a net loss of $108,042,868 during the year ended Dec. 31, 2018, and as of that date, the Company's liabilities exceeded its assets by $9,666,884. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NICHOLS BROTHER: $105K Sale of Oil/Gas Interests to MPB Approved ---------------------------------------------------------------- Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma authorized Nichols Brothers, Inc. and its affiliates to sell the oil and gas interests listed on Exhibit A to Michael L. Bailey and Pamela D. Bailey, doing business as MPB Oil & Gas for $105,000, cash. The sale is free and clear of any Lien, Claim or other Interest, except for Assumed Liabilities and Permitted Encumbrances. All Lien, Claims, or Interests will attach to the proceeds of the sale with the same validity and in the same order of priority as they attached to the Property prior to the sale. The Debtor' assumption and assignment to the Purchaser, and the Purchaser's assumption on the terms set forth in the Purchaser Agreement, of the Assumed Contracts is approved, and the requirements of Section 365(b)(1) with respect to such Assumed Contracts are deemed satisfied. Notwithstanding any other provision in the Motion, the Order or any implementing use, sale, or transfer documents, will be ineffective with respect thereto absent the consent of the United States and any applicable Indian Landowner. The Debtors are authorized and directed to pay the net proceeds to the DIP Lenders and/or Pre-Petition Lenders on account of their secured claims consistent with the DIP Order and DIP Agreement entered by the Court on Aug. 1, 2018. A copy of Exhibit A attached to the Order is available for free at: http://bankrupt.com/misc/Nichols_Brothers_372_Order.pdf About Nichols Brothers Nichols Brothers, Inc., and its subsidiaries are primarily focused on oil and gas production operating 400 producing wells, which are generally considered "stripper wells" in the industry. The business group is owned and operated by Richard and Orville Nichols. Nichols Brothers is headquartered in Tulsa, Oklahoma. Nichols Brothers and its subsidiaries filed voluntary petitions (Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the petition signed by Richard Nichols, president, Nichols Brothers disclosed $10,388 in assets and $32.87 million in liabilities. The case is assigned to Judge Terrence L. Michael. Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt, Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel; Padilla Law Firm, serves as special counsel to the Debtor; and Koehler & Associates, Inc., as its chief restructuring officer. The U.S. Trustee for Region 20 on June 22, 2018, appointed an official committee of unsecured creditors. The Committee retained Rosenstein Fist & Ringold, as counsel. NICHOLS BROTHER: $625K Sale of Oil/Gas Interests to Okie Approved ----------------------------------------------------------------- Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma authorized Nichols Brothers, Inc. and its affiliates to sell the oil and gas interests listed on Exhibit B to Okie Operating Co., Ltd. for $625,000, cash. The sale is free and clear of any and all Claims and Interests. The Debtor' assumption and assignment to the Purchaser, and the Purchaser's assumption on the terms set forth in the Purchaser Agreement, of the Assumed Contracts is approved, and the requirements of Section 365(b)(1) with respect to such Assumed Contracts are deemed satisfied. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, the Court expressly finds there is no reason for delay in the implementation of the Order and, accordingly: (i) the terms of the Order will be immediately effective and enforceable upon its entry; (ii) the Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in the Order; and (iii) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under the Order. The Debtors are authorized and directed to pay the net proceeds to the DIP Lenders and/or Pre-Petition Lenders on account of their secured claims consistent with the DIP Order and DIP Agreement entered by the Court on Aug. 1, 2018. The liens, claims, and interests of all parties will attach to the escrowed funds. A copy of Exhibit B attached to the Order is available for free at: http://bankrupt.com/misc/Nichols_Brothers_371_Order.pdf About Nichols Brothers Nichols Brothers, Inc., and its subsidiaries are primarily focused on oil and gas production operating 400 producing wells, which are generally considered "stripper wells" in the industry. The business group is owned and operated by Richard and Orville Nichols. Nichols Brothers is headquartered in Tulsa, Oklahoma. Nichols Brothers and its subsidiaries filed voluntary petitions (Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the petition signed by Richard Nichols, president, Nichols Brothers disclosed $10,388 in assets and $32.87 million in liabilities. The case is assigned to Judge Terrence L. Michael. Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt, Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel; Padilla Law Firm, serves as special counsel to the Debtor; and Koehler & Associates, Inc., as its chief restructuring officer. The U.S. Trustee for Region 20 on June 22, 2018, appointed an official committee of unsecured creditors. The Committee retained Rosenstein Fist & Ringold, as counsel. NORTH AMERICAN LITHIUM: Gets Protection Under CCAA -------------------------------------------------- The Hon. Jean-Francois Michaud of the Superior Court Commercial Division in the Province of Quebec, District of Montreal, granted the petition of North American Lithium Inc. for an initial order pursuant to the Companies' Creditors Act, and appointed Raymond Chabot Inc. to act as the Company's monitor. According the court documents, the company believes that it is entirely appropriate for the order requested herein to be made forthwith seeing as it finds itself in a difficult financial circumstances, is insolvent, is not able to meet its obligation and requires the continuance of the stay of proceedings for the benefit of its creditors and other stakeholders. The company noted that it is seriously concerned that certain suppliers, creditors and other stakeholders may take further steps that will deplete its estate to the detriment of all stakeholders. Such concern is clearly justified considering that a bankruptcy petition has already been filed against the company. The company added the CCAA proceedings are necessary to preserve the potential value of its business with minimal disruption. The company retained as counsel: Fasken Martineau DuMoulin LLP Stock Exchange Tower 800 Victoria Square, Suite 3700 PO Box 242 Montreal, Quebec H4Z 1E9 Alain Riendeau, Esq. Tel: +1 514 397 7678 Brandon Farber, Esq. Tel: +1 514 397 5179 The monitor can be reached at: Benoit Fontaine Raymond Chabot Inc. 200-600 rue de la Gauchetiere West Montreal, QC H3B 4L8 Email: fontaine.benoit@rcgt.com A copy of the Initial Order and other materials related to these proceedings is available on the Monitor's web-site: https://www.raymondchabot.com/dossiers-publics/north-american-lithium-inc/ North American Lithium Inc. -- https://na-lithium.com/projects/ -- is a Canadian industrial minerals mining company located in Abitibi, near Val d'Or, Quebec. The project is under development with commissioning of an open pit lithium carbonate mine and processing plant nearing completion. NORTHERN BOULEVARD: Lucy Thomson Named CPO ------------------------------------------ William K. Harrington, the United States Trustee for Region 2, appointed Lucy Thomson, Esq. as the Consumer Privacy Ombudsman for Northern Boulevard Automall, LLC. The appointment of a CPO is made in respect of the sale transaction pursuant to the Interim Order signed on May 16, 2019. About Northern Boulevard Automall Northern Boulevard Automall, LLC, which conducts business under the name Long Island City Volkswagen, is a dealer of new and used Volkswagen vehicles in Woodside, New York. It also offers Volkswagen service parts, accessories, and provides repair services. Northern Boulevard Automall sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41348) on March 7, 2019. At the time of the filing, the Debtor disclosed $5,851,178 in assets and $9,008,267 in liabilities. The case is assigned to Judge Nancy Hershey Lord. Spence Law Office, P.C. represented the Debtor as legal counsel. Richard J. McCord was appointed Chapter 11 trustee for the Debtor on April 11, 2019. Certilman Balin Adler & Hyman, LLP represents the trustee as legal counsel. PACKERS HOLDINGS: Fitch Rates Incremental 1st Lien Loan 'B+' ------------------------------------------------------------ Fitch Ratings has affirmed Packers Holdings, LLC's Long-Term Issuer Default Rating at 'B-'. Fitch has also affirmed the long- term ratings on the company's senior 1st lien secured term loan and revolver at 'B+'/'RR2', and assigned a long-term rating to the company's incremental senior 1st lien secured term loan of 'B+'/'RR2'. The Rating Outlook has been revised to Stable from Positive. PKR's Long-Term IDR is supported by its strong cash flow generation, leading market position as the largest contract sanitation company serving the food processing industry in North America, and the high degree of regulation within the markets in which it operates. The rating is further supported by the company's consistent and expanding profit margins and long-held, blue-chip customer relationships. These positive factors are offset by PKR's customer concentration and by the company's elevated leverage and aggressive financial policy. The Outlook revision to Stable from Positive reflects Fitch's expectations that the company's leverage will remain elevated over the long term as a result of relatively aggressive shareholder activities, such as the planned debt-funded dividend distribution in May 2019. Absent its expectations that these activities will likely continue over time, Fitch believes the company has capacity to delever either organically or through bolt-on acquisitions. Fitch views the company's cash flow generation, market position, and operating profile as favorable and strong for the 'B-' rating. Customer concentration will likely remain a concern over the next few years, although this risk is mitigated somewhat as individual contracts are typically negotiated on a facility by facility basis. Expansion into new end-markets could also broaden the company's exposure over time. KEY RATING DRIVERS Elevated Leverage: Fitch considers PKR's leverage (lease-adjusted debt/EBITDAR) to be a significant factor when considering the company's rating. PKR's metrics are generally in line with other companies at a similar 'B-' rating. Fitch expects leverage to remain elevated around or above 6.5x over the next few years. The company would likely exceed Fitch's expectations if there were any material voluntary debt repayments, or if the company shifts to a more conservative capital deployment strategy and avoids further material shareholder friendly, leveraging transactions, such as sponsor dividend recapitalizations. Fitch does not anticipate the company making any material voluntary debt prepayments. Fitch cites that the company's consistent profitability, long-standing customer relationships and mission-critical nature as mitigants to elevated leverage. Strong Market Position: As the largest contract sanitation company for the food-processing industry in North America, PKR has a limited set of competitors that can fully service large plants or quickly relocate resources to address customer needs. The industrial food preparation segment is highly fragmented across the U.S. and Canada with a large concentration of closely held regional players; however, PKR is nearly three times the size (by location) of its closest competitor, The Vincent Group-QSI. Bolt-on Acquisitions Likely: Despite being the largest firm in the industry, PKR believes there is ample greenfield opportunity through further penetration into additional plants of existing customers or through acquisition, as the firm has completed several acquisitions in the past five years, typically with a size of roughly $10 million to $30 million and financed primarily through internally generated cash. Fitch expects this will remain part of PKR's overall strategy over the next several years, particularly as the company aims to expand in geographies and end-markets where it is currently less exposed. Strong Profitability, FCF: Fitch considers PKR's stable margins, growing revenue base, and strong FCF to be more commensurate with a higher rating than 'B-'. The company has generated positive FCF over the last several years, and Fitch expects this to continue through 2021. The company has implemented and executed on several cost cutting initiatives over the past two to three years, particularly in regards to training and employee retention. Fitch expects these initiatives will result in EBITDA margins remaining steady over the rating horizon. Necessity of Service: Fitch also believes the company's rating is supported by its clear position within the market. All U.S. protein plants are USDA-inspected daily prior to opening. Protein plants must pass these daily inspections or be subject to fines, citations and production delays with costs running in the tens of thousands of dollars per hour. In addition, non-protein plants are regularly reviewed by the FDA with end-customers such as Walmart, McDonalds and Subway driving higher sanitation standards. Fitch believes such standards and regulations are increasing, further strengthening PKR's position and expanding the available opportunities for the company. Fitch assess PKR's function as mission-critical for its customers such as JBS or Cargill as opposed to other plant production costs that may be delayed such as maintenance or capex for machinery. Sanitation usually represents less than 5% of a customer's plant's cost structure. Positive Industry Trends: PKR's credit risk is somewhat reduced by several current broad markets trends that are likely to continue over the medium term. As the grocery segment continues to see pricing pressure from online retailers, both protein and non-protein producers will seek to further streamline production by outsourcing additional functions such as human resources and sanitation. Fitch believes that human resources is a core competency of PKR as the company has over 16,000 full-time employees, no union representation and employee turnover that is below industry average. An additional source of demand is the increased regulatory complexity across various food categories coupled with increasingly unannounced FDA audits. Finally, PKR's management notes that the growing presence of automation in the food processing arena has in many cases led to increased demand for sanitation services as a growing number of mechanical components need to be disassembled, sanitized and reassembled by its trained staff. Customer Concentration: Fitch considers PKR's customer concentration to be one of its more material concerns. Fitch estimates the company's top five customers comprise approximately half of the company's revenue. The loss of any of these top customers would significantly impact the company's financial performance and subsequently its credit profile. PKR's strong market position offsets some of Fitch's concerns, while the concentration is also somewhat mitigated by the fact that these relationship are spread out across dozens of unique plants that have discrete plant managers, each responsible for plant performance and regulatory compliance, who decide to employ PKR's services. Additionally, contracts are typically negotiated on a plant-by-plant basis, rather than on a corporate level, though corporate relationships can impact broader wins, renewals, and losses. They typically have very high renewal rates, which Fitch expects to be above 95% on average. DERIVATION SUMMARY PKR compares favorably to its (industry) peers in terms of cash flow generation, strategy and profitability. In particular, Fitch considers the company's FCF margins and stable margins to be exceptional compared to similar-rated companies. Fitch also considers PKR to be differentiated from its other 'B-' rated peers due to its strong market position within its segment. Many other companies in the 'B' category operate in highly fragmented markets with minimal competitive advantage. The company's rating is somewhat limited due to its leverage, which is high, but relatively in line with similarly rated companies. The propensity for shareholder focused leveraging transactions was also a rating consideration. There are no parent/subsidiary, country ceiling, or operating environment influences or constraints on this rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Company completes issuance of $120 million incremental term loan as planned; -- Proceeds of incremental term loan, combined with cash on the balance sheet, are used to pay a $135 million special dividend to the company's sponsor; -- Cash deployment is allocated between re-investment in the company and modest debt reduction, with intermittent leveraging transactions such as a dividend recapitalization keeping leverage around or above our positive sensitivity of 6.5x over the long term; -- Low double-digit revenue growth in 2019, partially driven by a small acquisition the company completed around the start of the year, coupled with mid-single digit organic growth; -- Low-to-mid single digit organic growth in 2020 and 2021, coupled with modest bolt-on acquisitions; -- Acquisitions of between $20 million and $30 million per year from 2019 to 2021, predominantly funded with internally generated cash; -- EBITDA margins stable throughout forecast with increased marketing and corporate expenses offset by effects of improved employee training, employee retention and cost savings initiatives; -- Minimal capex of less than 1% of total revenue. Recovery Analysis The recovery analysis assumes Packers Holdings would be reorganized rather than liquidated, and would be considered on a going concern (GC). Fitch has assumed a 10% administrative claim in the recovery analysis. In Fitch's recovery analysis, potential default is assumed to come from a combination of one or more of the following: a prolonged economic downturn leads to one or more major customers to close a significant number of facilities; customers shifting to insource a high percentage of currently outsourced contracts; or loss of more than one of the company's major customers. Fitch's recovery assumptions reflects the equivalent of PKR losing one of its top two customers along with at least one of its remaining top five customers, resulting in each a revenue and EBITDA decline of approximately 20% compared to Fitch's rating case, as margins also decline modestly. Fitch expects the EV multiple used in Packers' recovery analysis will be approximately 6.5x. Fitch believes the company's business profile and market position are strong, despite the highly leveraged capital structure. PKR has consistently generated positive FCF and stable margins, while growing organically. Fitch's EV multiple also considers the approximately 13x transaction multiple when Leonard Green (sponsor) purchased Packers in 2014. The $50 million senior first lien secured revolving credit facility is assumed to be fully drawn upon default. The revolver and senior first lien secured term loan are senior to the senior unsecured notes in the waterfall. The waterfall incorporates the negative impact of the incremental term loan although the recovery remains between 71% and 90% for the senior first lien revolver and term loans. This corresponds to a Recovery Rating of 'RR2'. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Lease adjusted leverage (adjusted debt/EBITDAR) below 6.5x for a sustained period; -- FFO Adjusted leverage below 6.5x for a sustained period; -- FFO Fixed Charge Coverage above 2.5x for a sustained period; -- Shift to a consistently conservative financial policy. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Lease adjusted leverage consistently above 7.5x; -- Multiple consecutive periods of negative FCF; -- FFO Fixed Charge Coverage sustained below 1.5x; -- Loss of a major customer. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: PKR had adequate liquidity at the end of 2018, comprised of cash on the balance sheet coupled with revolver availability. The company has a relatively nimble operating structure and minimal annual maintenance capital expenditures. Its liquidity is also supported by the company's positive FCF generation, which Fitch expects to continue over the rating horizon. Fitch does not consider any of the company's cash to be restricted, and it does not believe the company requires a material cash balance to sustain operations given its nimble operating structure and minimal fixed costs. The company's debt structure as of May 2019 consists of a $50 million revolving credit facility, $600 million senior 1st lien term loan B, expected $120 million incremental first lien term loan B, and $275 million of senior unsecured notes. The TLBs amortize at 1% per year and matures in 2024, and the notes are due in 2025. Fitch considers the company's capital structure and maturity schedule to be favorable. PACKERS HOLDINGS: Moody's Affirms B3 CFR on Dividend Recap ---------------------------------------------------------- Moody's Investors Service affirmed Packers Holdings, LLC's B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's has affirmed the upsized B2 senior secured first-lien bank credit facilities ratings. The outlook remains stable. The proceeds from the upsized first lien term loan as well as balance sheet cash will be used to fund a $135 million dividend to its private equity owners, and pay transaction-related fees. "Moody's views PSSI financial policy as aggressive, with high financial leverage of approximately 7.3 times (from 6.5 times) following the dividend recap, however the rating affirmation is supported by expectation of deleveraging through EBITDA growth," said Moody's analyst, Vladimir Ronin. "While financial leverage will remain high, Moody's expects PSSI to benefit from favorable industry fundamentals supported by a non-discretionary demand for the company's sanitation services in a highly-regulated environment," added Ronin. Moody's took the following rating actions on Packers Holdings, LLC: Affirmations: Corporate Family Rating, B3 Probability of Default Rating, B3-PD Senior Secured First Lien Revolving Credit Facility, B2 (LGD3) Senior Secured First Lien Term Loan, B2 (LGD3) Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE PSSI's B3 CFR reflects the company's high pro forma debt-to-EBITDA leverage, estimated at 7.3 times (on Moody's adjusted basis) at March 31, 2019. The rating also incorporates the company's aggressive financial policies reflected in shareholder distributions, as well as company's acquisitive nature and associated integration risks. Additionally, long-term risks arise from potential variability in customer production levels, as well as meaningful customer concentration. The company must also balance the need for timely service for clients with operational challenges such as managing high employee turnover, maintaining safe working conditions, and the costs necessary to meet strict regulatory-driven service requirements The rating favorably reflects the stability and recurring nature of the company's revenues given the non-discretionary need for the daily sanitation services it provides to protein and other food manufacturers and the strict regulatory environment in the food processing industry. Other supportive factors include PSSI's solid market position and long-term relationships with large food processing customers in North America, and industry trends towards increased outsourcing of sanitation services. The rating is also supported by the relative stability of the company's operating margins and solid free cash flow generation. The ratings could be upgraded if Moody's expects the company to sustain leverage below 6.0x adjusted debt to EBITDA, while maintaining profitability, a prudent approach to acquisitions and good liquidity. The ratings could experience downward pressure if leverage does not consistently trend towards 7.0x, if EBITA-to-interest coverage weakens to 1.0x, if revenues and/or profitability were to decline meaningfully, or if liquidity deteriorated, including due to a weakening in cash flow. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Packers Holdings, LLC, founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the U.S. and Canada. The company serves 486 customer locations, including protein (about 86% of revenue) and non-protein facilities. In May 2018 PSSI was acquired by Blackstone Group L.P. For the LTM period ended March 31, 2019, PSSI generated approximately $933 million in revenues. PAREXEL INTERNATIONAL: S&P Downgrades ICR to B- on Weak Cash Flow ----------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Parexel International Corp. to 'B-' from 'B'. The outlook is stable. The rating agency also lowered the issue-level ratings on the company's senior secured credit facility and senior unsecured notes to 'B-' and 'CCC', respectively, from 'B' and 'CCC+', respectively. The downgrade primarily reflects S&P's expectation for free cash flow deficits in fiscal 2020, given the potential large restructuring charges as Parexel addresses operational shortcomings that have resulted in still anemic booking and revenue growth and lower-than-peer EBITDA margin in an otherwise very favorable contract research organization (CRO) industry. S&P also has a more negative view on Parexel's competitive positioning against other large CROs, as evidenced by the persistently weak booking metrics and market share losses in the top-25 pharma client segment over the past year, limiting prospects for meaningful revenue growth in the near term. The net book-to-bill (BTB) ratio was 1.02x for the trailing 12 month (TTM) period ending March 31, 2019. Excluding the reevaluation of the backlog that resulted in a $300 million reduction in the backlog last quarter, TTM BTB was 1.13x, still much weaker than most of its peers. In S&P's opinion, Parexel's competitive position has weakened somewhat at a critical time when other large CRO peers are growing steadily and investing in innovative solutions (e.g., big data) to fortify their competitive advantage. In addition, Parexel lags its peers in gaining exposure to small biotechnology clients, which are growing at a faster clip than Parexel's traditional large pharma client base. It has had modest success in gaining biotech businesses; however, competition in this customer segment is intense. The company also had to keep extra headcounts in certain business areas to improve customer satisfaction. The stable outlook reflects the company's still-sufficient liquidity, which will cover cash flow deficits expected in fiscal 2020. It also reflects S&P's expectation that the company should generate positive annual free cash flow beyond fiscal 2020. S&P said it could consider lowering the rating if Parexel fails to achieve meaningful improvement in its operations, market share loss accelerates, and negative free cash flows become more pronounced and persist beyond fiscal 2020. "We could also consider a negative ratings action should Parexel pay another dividend to its financial sponsor, meaningfully lowering its financial cushion, before demonstrating meaningful operational improvement, likely leading us to view the capital structure as unsustainable," S&P said. "While unlikely over the next 12 months, we could consider a higher rating if we gained confidence that Parexel has stabilized its operations, likely manifested by a track record of book-to-bill ratios of above 1.2x and mid-single-digit revenue growth, coupled with material free cash flow," the rating agency said. PEN INC: Incurs $257,900 Net Loss in Third Quarter 2018 ------------------------------------------------------- Pen Inc. filed with the U.S. Securities and Exchange Commission on May 29, 2019 its quarterly report on Form 10-Q a net loss of $257,921 on $765,957 of total revenues for the three months ended Sept. 30, 2018, compared to a net loss of $124,730 on $2.02 million of total revenues for the three months ended March 31, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $299,241 on $3.57 million of total revenues compared to a net loss of $351,508 on $6.24 million of total revenues for the three months ended Sept. 30, 2017. As of Sept. 30, 2018, Pen Inc. had $1.83 million in total assets, $3.20 million in total liabilities, and a total stockholders' deficit of $1.36 million. The Company had working capital deficit of $1,606,365 and $114,321 of cash as of Sept. 30, 2018 and working capital deficit of $1,345,095 and $138,296 of cash as of Dec. 31, 2017. Net cash provided by operating activities was $31,074 for the nine months ended Sept. 30, 2018 as compared to $283,581 for the nine months ended Sept. 30, 2017, a decrease of $252,507 or 89%. Net cash provided by operating activities for the nine months ended Sept. 30, 2018 primarily reflected a net loss of $(299,241) adjusted for add-backs of $152,590 and changes in operating assets and liabilities of $(74,282). Net cash flow used by investing activities was $(3,917) for the nine months ended Sept. 30, 2018 as compared to $87,000 in cash provided by investing activities for the nine months ended Sept. 30, 2017. For the 2018 period, the use of cash by investing activities was due to purchases of property, plant and equipment. The 2017 period included proceeds from the sale of property and equipment that was not recurring. Net cash used in financing activities of $(61,135) for the nine months ended Sept. 30, 2018 as compared to $(485,782) in the same period in 2017. During the nine months ended Sept. 30, 2018, the Company paid down the bank line of credit reborrowing slightly less. The Company also received advances from related parties of $25,000. A full-text copy of the Form 10-Q is available for free at: https://is.gd/tuE17X About PEN Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. The Company's principal operating segments coincide with its different business activities and types of products sold. This is consistent with the Company's internal reporting structure. As of Dec. 31, 2017, Pen Inc. had $2.18 million in total assets, $3.27 million in total liabilities and a total stockholders' deficit of $1.09 million. PEN Inc. incurred a net loss of $687,068 in 2017, compared to a net loss of $556,001 in 2016. The report from the Company's independent accounting firm Salberg & Company, P.A., the Company's auditor since 2013, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a net loss and cash provided by operating activities of $687,068 and $438,558, respectively, in 2017 and has a working capital deficit, stockholders' deficit and accumulated deficit of $1,345,095, $1,096,005 and $6,587,235, respectively, at Dec. 31, 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. PERFORCE INTERMEDIATE: S&P Affirms 'B-' ICR on Sponsor Investment ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' long-term issuer credit ratings on Perforce Intermediate Holdings LLC, a U.S. provider of enterprise software development and operations (DevOps) tools, and its wholly owned borrowing entity, Perforce Software Inc. The rating affirmation follows the company's announcement that Francisco Partners Management L.P. will invest new equity to become an equal partner with existing sponsor Clearlake Capital Group L.P. As part of the transaction, Perforce will refinance its existing credit facilities by raising a new $800 million first-lien term loan, $300 million second-lien term loan (unrated), and $75 million revolving credit facility (RCF). S&P assigned its 'B-' issue-level rating and '3' recovery rating to the proposed first-lien term loan and RCF. "The rating action reflects our expectation that leverage will remain elevated at about 8.5x pro forma in 2019, as well as our view of the company's financial policy as aggressive due to its recent debt-funded acquisitions and continued financial sponsor ownership. However, Perforce continues to maintain good deleveraging prospects," S&P said, adding that it expects leverage to decline to just over 6.5x by the end of 2020, driven by EBITDA growth with margin improvements from cost savings and organic revenue growth in the mid-to-high single-digit percent area. The company should also be able to maintain positive FOCF to debt in the low-to-mid single-digit percent area due to its modest capital expenditure (capex) needs and typical net working capital inflows, according to the rating agency. The stable outlook reflects S&P's view that Perforce will continue to integrate the acquisition of Rogue Wave according to plan, resulting in EBITDA margin expansion from cost synergies without a material adverse impact on organic revenue growth. In addition to its expectation of limited debt-funded acquisitions, the rating agency expects deleveraging to below 7x by the end of 2020, continued positive FOCF generation, and sufficient liquidity over the next 12 months. "We could raise the rating if Perforce achieved planned cost savings and maintained organic revenue growth, resulting in a reduction in leverage to below 7x and an improvement in FOCF to debt to above 5% on a sustainable basis. An upgrade would also require that management maintain these metrics even after accounting for strategic acquisitions," S&P said. "This would likely be due to cost savings and a positive impact from operating leverage resulting in adjusted EBITDA margins approaching 50%. This could combine with organic revenue growth maintained in the mid-to-high single-digit percent area supported by industry tailwinds and cross-selling efforts," the rating agency said. S&P said it could lower the rating if it believed the capital structure were unsustainable. "This could be due to negligible FOCF generation driven by increased integration costs or weaker revenue growth due to reduced sales productivity or disruptions. It could also be the result of large debt-funded acquisitions leading to greater cash interest payments," S&P said. PERFORMANCE FOOD: S&P Cuts Unsec. Note Rating to BB- on Upsized ABL ------------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on Performance Food Group Inc. (PFG), which has recently amended, extended and upsized its asset-based revolver (ABL) to $2.4 billion from $1.95 billion. S&P lowered its issue-level rating on PFG's senior unsecured notes to 'BB-' from 'BB' and revised its recovery rating to '5' from '3' due to the increase in priority debt in the company's capital structure and its expectation for modest (10%-30%; rounded estimated: 20%) recovery for unsecured noteholders in the event of default. S&P also withdrew its rating on PFG's ABL facility. The affirmation reflects S&P's expectation that Performance Food Group Inc. (PFG) will manage rising labor and transportation costs, continue to generate steady profit growth in both its foodservice distribution and candy, snacks, and beverage distribution businesses, and maintain leverage around 3x. The rating agency believes PFG will continue its aggressive pursuit of tuck-in acquisitions (it completed four acquisitions in fiscal 2019 for about $200 million), but that large-scale acquisitions resulting in leverage above 4x are less likely given the industry's fragmented nature, particularly moving outside the top 10 players. S&P's rating also incorporates its expectation for modest share repurchase activity over the next couple of years. While PFG initiated its first-ever share repurchase program in November 2018 (totaling $250 million), S&P believes it will be utilized primarily to offset share dilution and does not expect activity would lead to noticeable credit metric deterioration. The stable outlook reflects S&P's expectation that PFG will manage the difficult labor environment and continue to generate steady profit growth in both its foodservice distribution and candy, snacks, and beverage distribution businesses. The rating agency expects the company will continue to pursue tuck-in acquisitions and make moderate opportunistic share repurchases, keeping leverage around 3x over the next couple of years. "We could lower the rating over the next 12 months if we believe leverage would remain over 4x for an extended period due to a larger debt-financed acquisition or more aggressive share repurchase activity. This could also occur if the company can't manage the tighter labor environment, or if volatile input costs including fuel cause profitability to decline significantly," S&P said. The rating agency estimates leverage could weaken to 4x if EBITDA declines about 25% from its 2019 forecast or if the company increases debt by about $500 million. "We could upgrade the company either if it materially strengthens it business risk or if it adopts a more conservative financial policy. An improved business risk would likely require increased scale and higher profit margins closer to its peers," S&P said. "We could view the company's financial policies more favorably if it becomes less acquisitive, does not materially increase share repurchases if merger and acquisition opportunities do not present themselves, and reduces and sustains leverage well below 3x." PERMIAN PRODUCTION: S&P Alters Outlook to Neg., Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Permian Production Partners LLC (PPP) to negative from stable and affirmed its 'B-' issuer credit rating. At the same time, S&P affirmed its 'B+' issue-level rating on PPP's senior secured term loan due 2024. The '1' recovery rating remains unchanged, indicating the rating agency's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. The negative outlook reflects PPP's lower-than-expected cash flows following production declines in its tertiary production. The company's weaker-than-anticipated reservoir response caused its production and related cash flows to decline. To arrest this fall in its production, Permian has initiated repurchases of CO2, and once injected has a history of successfully stimulating production from the reservoir (albeit at a higher cost). Given the typical lag in response to such injections, S&P expects the company's average 2019 production to be flat with its 2018 exit levels. Therefore, the rating agency now expects PPP's funds from operations (FFO)-to-debt ratio to be between 15% and 20% in 2019 and 2020. The company's coverage of its capital spending and debt amortization have also declined, thus S&P no longer anticipates that the company will repay debt above the required $15 million per year. "The negative outlook on PPP reflects that we could lower our ratings on the company if it fails to address the production shortfalls and return its production to 2018 levels. A failure to address these shortfalls would reduce the company's cash flows and, in turn, negatively affect its financial measures and liquidity," S&P said. "We could lower our ratings on PPP if it is unable to return its production to the levels it attained in 2018 and we expect cash flow to be notably lower than anticipated. This would likely lead the company's debt ratios to exceed our prior expectations, such as FFO to debt approaching 12% on a sustained basis, and weaken its liquidity," the rating agency said, adding that this would likely occur if higher levels of CO2 injections fail to trigger a strong response from the field and the company's production remains at diminished levels. This could also occur if PPP's liquidity shrinks such that it must reduce its spending on CO2 injections, leading to lower production, according to the rating agency. "We could revise our outlook on PPP to stable if its production returns to or surpasses 2018 levels and its operating cash flow comfortably exceeds its capital spending and mandatory debt amortization. Additionally, we would want to see the company's FFO to debt approach 20% before revising the outlook," S&P said. "This would most likely occur following higher CO2 injections in 2019 that improve the company's production and cash flow to levels that are more consistent with our expectations for the current rating." PG&E CORP: Wildfire Mitigation Plan Okayed by Regulator ------------------------------------------------------- The California Public Utilities Commission (CPUC) on May 30, 2019, approved the wildfire mitigation plan submitted by PG&E Corp. PG&E sought Chapter 11 bankruptcy in January after facing liabilities of more than $30 billion in the wake of November 2018's Camp Fire, the deadliest and most destructive wildfire in California history. The Camp Fire killed more than 85 people, destroyed over 14,600 houses, mobile homes and other housing units. Earlier in May, the company won approval from the U.S. court to set up a $105 million housing fund for wildfire victims. The CPUC said May 30, 2019, that the 2019 Wildfire Mitigation Plans filed by Pacific Gas and Electric Company, Southern California Edison, San Diego Gas and Electric, Liberty Utilities/CalPeco Electric, Bear Valley Electric Service, Pacific Power, Trans Bay Cable LLC, and NextEra Energy Transmission West, LLC, contain the elements required under Senate Bill 901. To ensure that the Wildfire Mitigation Plans actually reduce the risk and occurrence of catastrophic wildfires, the CPUC directed electrical corporations to track data and assess outcomes so that future plans reflect this year's lessons. "The series of wildfire mitigation decisions that we approved today are an important step forward in California's work to address the very serious risk of wildfires that is affecting us all," said Commissioner Liane M. Randolph. "I appreciate the work done by electric utilities, stakeholders, and our own safety experts and attorneys to evaluate the plans on a very rapid timeline. The most important thing is to launch the actions that will reduce our state's risk of catastrophic wildfires in 2019, and I will be keen to see the results." The California Public Utilities Commission (CPUC) on Thursday approved the wildfire mitigation plan submitted by PG&E Corp. PG&E sought Chapter 11 bankruptcy protection in January after facing liabilities of more than $30 billion in the wake of Camp Fire, California's deadliest and most destructive wildfire in recent times. The Camp Fire killed more than 85 people, destroyed over 14,600 houses, mobile homes and other housing units, according to California's Department of Finance. Earlier in May, the company said it could set up a $105 million housing fund for wildfire victims, after a judge overseeing the bankruptcy of the company approved a motion seeking permission to establish the fund. 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. PLATTSBURGH MEDICAL: Shireen T. Hart Appointed PCO -------------------------------------------------- Judge Robert E. Littlefield, Jr. of the U.S. Bankruptcy Court for the Northern District of New York entered an Order approving the appointment of Shireen T. Hart as the Patient Care Ombudsman for Plattsburgh Medical Care PLLC. The Court Order was made following the United States Trustee’s application for an order approving the appointment of a PCO for the Debtor filed on May 21, 2019. About Plattsburgh Medical Care Plattsburgh Medical Care, PLLC, is a New York corporation with its principal place of business located at 675 Route 3, Plattsburgh, New York 12901. It is a family medicine medical practice. The sole member is Glenn Schroyer, M.D., who provides medical services to patient through the entity. Plattsburgh Medical Care filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 19-10894) on May 13, 2019, estimating under $1 million in both assets and liabilities. The Debtor tapped Nolan Heller Kauffman LLP as bankruptcy counsel; and Dreyer Boyajian LaMarche Safranko, as special counsel. PRINTEX INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Two affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Printex, Inc. 19-20132 401 S Maple Hannibal, MO 63401 Midamerica Pick & Pack Inc. 19-20133 401 S Maple Hannibal, MO 63401 Business Description: Printex offers screen printing, embroidery & promotional products. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Eastern District of Missouri (Hannibal) Judge: Hon. Charles E. Rendlen III Debtors' Counsel: Fredrich J. Cruse, Esq. CRUSE CHANEY-FAUGHN 718 Broadway PO Box 914 Hannibal, MO 63401-0914 Tel: (573) 221-1333 Fax: (573) 221-1333 Email: fcruse@cruselaw.com bjdaughtery@cruselaw.com Printex's Estimated Assets: $1 million to $10 million Printex's Estimated Liabilities: $1 million to $10 million Midamerica Pick's Estimated Assets: $0 to $50,000 Midamerica Pick's Estimated Liabilities: $1 million to $10 million The petitions were signed by Medford Randal Park, president. A full-text copy of Printex's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/moeb19-20132.pdf A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at: http://bankrupt.com/misc/moeb19-20133.pdf PROUSYS INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: ProUsys, Inc. PO Box 20579 Bakersfield, CA 93390 Business Description: ProUsys, Inc. -- http://www.prousys.com/-- is a service provider of automation, electrical instrumentation, control systems, fabrication, SCADA, wireless and network solutions adding value-added services in maintenance and construction. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Case No.: 19-10981 Judge: Hon. Martin R. Barash Debtor's Counsel: Reed H. Olmstead, Esq. LAW OFFICES OF REED H. OLMSTEAD 5266 Hollister Ave, Ste 224 Santa Barbara, CA 93111 Tel: 805-963-9111 Fax: 805-963-2209 Email: reed@olmstead.law Total Assets: $338,784 Total Liabilities: $1,505,242 The petition was signed by Kevin Mueller, 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/cacb19-10981.pdf PRYOR DEFIORE: Case Summary & 13 Unsecured Creditors ---------------------------------------------------- Debtor: Pryor, DeFiore & Bradford CPAs, PLLC fka Larry C Bradford CPA, PLLC 1213 RR 620 South, Ste. #200 Austin, TX 78734 Business Description: Pryor, DeFiore & Bradford CPAs, PLLC -- https://www.pdbcpas.com -- provides personal and business accounting, tax and financial services. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Western District of Texas (Austin) Case No.: 19-10717 Judge: Hon. Christopher H. Mott Debtor's Counsel: Barbara M. Barron, Esq. BARRON & NEWBURGER, P.C. 7320 MoPac Expwy. N., Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Fax: (512) 476-9253 E-mail: bbarron@bnpclaw.com bbarron@bn-lawyers.com - and - Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N MoPac Expy, Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 E-mail: ssather@bn-lawyers.com Total Assets: $470,325 Total Liabilities: $1,181,064 The petition was signed by Larry Bradford, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at: http://bankrupt.com/misc/txwb19-10717.pdf QUORUM HEALTH: All Five Proposals Approved at Annual Meeting ------------------------------------------------------------ Quorum Health Corporation held its 2019 annual meeting of stockholders on May 31, 2019, at which the stockholders: (a) elected each of Terry Allison Rappuhn, Robert H. Fish, Joseph A. Hastings, D.M.D., Jon H. Kaplan, Barbara R. Paul, M.D., William Paul Rutledge, Alice D. Schroeder, and R. Lawrence Van Horn, Ph.D. as a director of the Company for term that expire at the 2020 annual meeting of stockholders and until his or her successor is elected and qualified; (b) approved the Quorum Health Corporation Amended and Restated 2016 Stock Award Plan; (c) approved the Quorum Health Corporation 2018 Restricted Stock Plan; (d) approved the advisory (non-binding) resolution regarding the compensation of the Company's named executive officers; and (e) ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2019. About Quorum Health Headquartered in Brentwood, Tennessee, Quorum Health -- http://www.quorumhealth.com-- is an operator of general acute care hospitals and outpatient services in the United States. As of March 31, 2019, the Company owned or leased 27 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,604 beds. Through Quorum Health Resources LLC, a wholly-owned subsidiary, the Company provides hospital management advisory and healthcare consulting services to non-affiliated hospitals across the country. Over 95% of the Company's net operating revenues are attributable to its hospital operations business. Quorum Health incurred net losses attributable to the Company of $200.24 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of March 31, 2019, Quorum Health had $1.64 billion in total assets, $1.75 billion in total liabilities, $2.27 million in redeemable non-controlling interests, and a total deficit of $114.12 million. * * * As reported by the TCR on May 20, 2019, S&P Global Ratings lowered its issuer credit rating on Brentwood, Tenn.-based Quorum Health Corp. to 'CCC' from 'CCC+' with negative outlook. S&P said the downgrade reflects weak operating performance in the first quarter of 2019, a slower-than-expected pace of divestitures, and greater prospects for a covenant violation and possible debt restructuring, adding that the company has only divested one of the eight planned hospital divestitures for 2019. RAINBOW LAND: Case Summary & 8 Unsecured Creditors -------------------------------------------------- Debtor: Rainbow Land & Cattle Company, LLC PO Box 1030 Caliente, NV 89008 Business Description: Rainbow Land & Cattle Company, LLC is a privately held company that is engaged in activities related to real estate. The Company previously sought bankruptcy protection on April 4, 2012 (Bankr. D. Nev. Case No. 12-14009). Chapter 11 Petition Date: May 30, 2019 Court: United States Bankruptcy Court District of Nevada (Reno) Case No.: 19-50627 Judge: Hon. Bruce T. Beesley Debtor's Counsel: Holly E. Estes, Esq. ESTES LAW, P.C. 605 Forest St. Reno, NV 89509 Tel: (775) 321 1333 Fax: (775) 321 1314 E-mail: hestes@esteslawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John H. Huston, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/nvb19-50627.pdf S&B PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: S&B Properties, LLC 90 White Rd. San Jose, CA 95127 Business Description: S&B Properties, LLC is the fee simple owner of seven acres of undeveloped land located at 2424 S. El Dorado Streeet, Stockton, CA 95204 having an appraised value of $2.77 million. Chapter 11 Petition Date: May 30, 2019 Court: United States Bankruptcy Court Northern District of California (San Jose) Case No.: 19-51088 Judge: Hon. Stephen L. Johnson Debtor's Counsel: Stanley A. Zlotoff, Esq. LAW OFFICES OF STANLEY A. ZLOTOFF 300 S 1st St. #215 San Jose, CA 95113 Tel: (408) 287-5087 E-mail: zlotofflaw@gmail.com Total Assets: $2,770,000 Total Liabilities: $1,095,000 The petition was signed by Cesar Cadena, managing member. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb19-51088.pdf SAN DIEGO UNIFIED: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- San Diego Unified Holdings Group, LLC 19-03162 1350 Columbia Street, Suite 503 San Diego, CA 92101 Balboa Ave. Cooperative 19-03164 1350 Columbia Street, Suite 503 San Diego, CA 92101 Business Description: The Debtors are privately held companies whose principal assets are located at 8861 Balboa Ave, Unit B, 8863 Balboa Ave, Unit E, and 8859-8863 Balboa Ave., San Diego, California. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Laura S. Taylor (19-03162) Hon. Margaret M. Mann (19-03164) Debtors' Counsel: Dayna C. Chillas, Esq. THE CHILLAS LAW FIRM 3645 Ruffin Road, Suite 210 San Diego, CA 92123 Tel: 858-625-0250 Email: dayna.c@hotmail.com San Diego Unified's Estimated Assets: $1 million to $10 million San Diego Unified's Estimated Liabilities: $1 million to $10 million Balboa Ave.'s Estimated Assets: $1 million to $10 million Balboa Ave.'s Estimated Liabilities: $1 million to $10 million The petitions were signed by Ninus Malan, manager. A full-text copy of San Diego Unified's petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/casb19-03162.pdf A full-text copy of Balboa Ave.'s petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/casb19-03164.pdf SANCHEZ ENERGY: Lenders Approve $240 Million Borrowing Base ----------------------------------------------------------- Pursuant to the First Lien Credit Agreement among SN EF UnSub, LP, an unrestricted, non-guarantor subsidiary of Sanchez Energy Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders, dated as of March 1, 2017, the Administrative Agent notified SN UnSub that the lenders under the UnSub Credit Agreement have approved a borrowing base of $240 million as part of the scheduled semi-annual redetermination. All terms of the UnSub Credit Agreement remain unchanged. SN UnSub presently has $156 million in borrowings drawn under the UnSub Credit Agreement. About Sanchez Energy Headquartered in Houston, Texas, Sanchez Energy Corporation -- http://www.sanchezenergycorp.com/-- is an independent exploration and production company focused on the acquisition and development of oil and natural gas resources in the onshore United States. The Company is currently focused on the horizontal development of significant resource potential from the Eagle Ford Shale in South Texas, and it also holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale in Mississippi and Louisiana which offers potential future development opportunities. The Company reported a net loss attributable to common stockholders of $3.46 million in 2018, following a net loss attributable to common stockholders of $35.05 million in 2017. As of Dec. 31, 2018, Sanchez Energy had $2.81 billion in total assets, $2.81 billion in total liabilities, $452.82 million in mezzanine equity, and a total stockholders' deficit of $444.52 million. * * * As reported by the TCR on Nov. 12, 2018, S&P Global Ratings lowered its issuer credit rating on Sanchez Energy Corp. to 'CCC' from 'B' and revised the outlook to negative from stable. S&P said "The downgrade reflects our view that Sanchez' capital structure is unsustainable and that the risk of debt restructuring is high. Also in November, 2018, Moody's Investors Service downgraded Sanchez Energy Corporation's B3 Corporate Family Rating to 'Caa1'. "Sanchez's ratings downgrade reflects its stubbornly high debt levels and disappointing production results attributable to its $1.05 billion (net) acquisition of additional Eagle Ford Shale acreage in March 2017, which has pressured its liquidity and prompted Moody's concern that the company's capital structure as presently constituted may be unsustainable," commented Andrew Brooks, Moody's vice president. SCHROEDER BROTHERS: J. Zimmerman Named as Liquidating Trustee ------------------------------------------------------------- Judge Catherine J. Furay of the U.S. Bankruptcy Court for the Western District of Wisconsin entered an Order approving the appointment of Jane F. Zimmerman as the Liquidating Trustee for Schroeder Brothers Farm of Camp Douglas LLP. The Order was made following the motion of the Official Committee of Unsecured Creditors for the appointment of Attorney Jane F. Zimmerman as the Liquidating Trustee of the Debtor. Ms. Zimmerman's duties include the filing of a report of any sales or abandonment of the Debtor's assets, and an accounting of the gross proceeds of all sales with the Court. About Schroeder Brothers Schroeder Brothers Farm of Camp Douglas LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 16-13719) on Nov. 2, 2016. The petition was signed by Rocky Schroeder, authorized representative. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debt at $1 million to $10 million. The case is assigned to Judge Catherine J. Furay. The Debtor is represented by Pittman & Pittman Law Offices, LLC. On Dec. 7, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained DeWitt Ross & Stevens S.C. as its bankruptcy counsel. SEAWORLD PARKS: S&P Upgrades ICR to 'B+' on Operating Performance ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S. theme park operator SeaWorld Parks & Entertainment Inc. to 'B+' from 'B'. The rating action follows SeaWorld's announcement that it entered into an agreement to repurchase approximately 5.6 million shares held by an affiliate of PAG Holdings for $150 million and that shareholder Hill Path Capital agreed to buy 13.2 million shares to become the largest shareholder in SeaWorld, increasing its stake to approximately 34.5%. S&P believes these transactions will complete the need to sell SeaWorld shares by a former lender group that foreclosed on shares previously owned by a former large shareholder and removes the immediate risk that the company would significantly increase leverage to fund a materially larger share repurchase. The rating agency also believes SeaWorld will continue to show improved operating performance and sustain leverage well below 5x, in line with a one-notch higher rating. Meanwhile, S&P raised its issue-level rating on its senior secured credit facility to 'B+' from 'B', in line with the higher issuer credit rating. The recovery rating remains '3'. The upgrade reflects the completion of the need to sell SeaWorld's shares by a former lender group that foreclosed on shares previously owned by a former large shareholder. It also removes the immediate risk that SeaWorld would significantly increase leverage to fund a materially larger share repurchase. S&P expects that leverage in 2019 will modestly increase from where it would otherwise be as a result of SeaWorld's participation and repurchase of approximately 5.6 million shares for $150 million but decline overall to around 4x this year. This is well below S&P's 5x upgrade threshold for the 'B+' rating. The stable outlook reflects S&P's expectation that SeaWorld will continue to reduce leverage as a result of improving operating performance and adjusted EBITDA in the next 12 months, driven by attendance growth and cost-saving initiatives. The rating agency expects the company to maintain adjusted EBITDA margins in the high-20% area and reduce leverage to about 4x by the end of 2019. "Although unlikely over the next 12 months, we could lower the rating on SeaWorld if it significantly underperforms our forecast, increasing leverage above 5x on a sustained basis due to debt-financed investments or a material deterioration in operating performance," S&P said. "Before we would revise the outlook to positive and consider ratings upside, we want to be confident that Hill Path's investment won't eventually lead to increased leverage. However, we could raise the rating on SeaWorld once we are confident it can sustain lease-adjusted debt to EBITDA comfortably below 4x, incorporating future operating variability," S&P said. SOURCE ENERGY: S&P Alters Outlook to Negative, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Calgary, Alta.-based frac sand producer and supplier Source Energy Services Ltd. to negative from stable. The rating agency also affirmed its 'B' long-term issuer credit rating on Source and 'B+' issue-level rating on Source Energy Services Canada LP and Source Energy Services Canada Holdings Ltd.'s first-lien secured debt. "The outlook revision primarily reflects Source's weaker-than-expected cash flow leverage metrics owing to our estimated lower hydraulic fracturing activity in the Western Canadian Sedimentary Basin in the next 12 months, based on our hydrocarbon price assumptions and Canadian local price differentials," S&P said. Under its base-case scenario, S&P estimates Source will generate 2019-2020 average debt-to-EBITDA of 3x owing to reduced frac sand demand and lower realized pricing. These estimated leverage metrics are much weaker than S&P's previous estimates (debt-to-EBITDA in the low 2x area) and primarily underpin the rating agency's outlook revision. In addition, with drawdowns on the asset-backed loan (ABL) facility over the past couple of quarters to fund ongoing operations, Source has materially lower availability under the facility compared with a year ago, which reduces its financial flexibility. Despite the deterioration in projected annual and the two-year weighted-average debt-to-EBITDA ratios, S&P still considers Source's forecast cash flow and leverage ratios commensurate with the aggressive financial risk profile and 'B' issuer credit rating. S&P expects the company will generate an average adjusted debt-to-EBITDA ratio of 3x and adjusted funds from operations (FFO)-to-debt in the low 20% area over the next two years. However, S&P's assessment also incorporates its view of high volatility in Source's revenues and cash flows and resulting sensitivity of the credit metrics to volume and pricing changes. Increased competition, low-cost substitution, or further decline in industry activity could all contribute to heightened cash flow volatility. For example, S&P estimates the company's credit measures could be subject to a high degree of sensitivity for a modest decline in the average realized sand prices. The rating agency expects the company's debt-to-EBITDA to move by 1.5x in 2019-2020 for a C$10/metric ton (mt) change in realized frac sand prices. The negative outlook reflects the risk that Source's leverage metrics could remain elevated, with debt-to-EBITDA remaining above 3x, if the frac sand volumes and realized price remain weak over the next 12 months. S&P said it would lower the ratings if the company's cash flow generation materially underperforms the rating agency's base-case scenario (due to significantly lower volumes or realized prices) over the next 12 months, leading to the fully adjusted debt-to-EBITDA remaining sustainably above 3x and weakened liquidity position. S&P said any aggressive financing of growth (for instance, through acquisitions) that increases leverage without prospects for rapid deleveraging could also lead the rating agency to lower the rating. "We could revise the outlook to stable if Source's debt-to-EBITDA sustainably improves to the 2x-3x range concurrent with the company generating positive free cash flows and maintaining adequate liquidity. This could occur if higher hydrocarbon prices lead to increased hydraulic fracturing activity in WCSB, which in turn elevates the demand for the company's frac sand production and improves cash flow generation beyond our expectations," S&P said. SUNGLO HOME: Obtains Favorable Comments in PCO's Initial Report --------------------------------------------------------------- Gary Toche, the Patient Care Ombudsman appointed for Sunglo Home Health Services, Inc., submitted an initial report before the U.S. Bankruptcy Court for the Southern District of Texas for the period covering April 14, 2019 through May 26, 2019. Based on the Report, the Debtor is a health care provider that operates three state licensed healthcare agencies. During visits, the PCO reported that he is satisfied with the quality of care by the Debtor. He added that the services provided by the Debtor are also in the best interest of each patient. However, as disclosed in the Report, the PCO found that there have been incidents of patient concerns about supplies and inconsistency in scheduling. In this regard, the agency has taken action to correct any issue immediately. Further, the PCO reported that the agency had an incident in the last two weeks of the reporting period that has the potential of disrupting patient care. However, the PCO has seen the agency to have taken the necessary actions to correct the issues. In general, the PCO reported that the overall comments from the Debtor's patients, families, and staff have been favorable. Hence, the PCO has seen nothing to show a change in the quality of care since the Debtor filed for Chapter 11. A full-text copy of the PCO's Initial Report is available at https://is.gd/KLa8pH from PacerMonitor.com at no charge. About Sunglo Home Health Services Sunglo Home Health Services, Inc. -- http://www.sunglohhs.com/-- is a home health care services provider that offers a variety of programs to assist the aging and disabled in sustaining an improved quality of life. With more than 27 years of experience, Sunglo offers adult daycare, nurses, nursing aides, therapies, domestic help and spiritual support. Based in Harlingen, Texas, Sunglo Home Health Services, Inc., which conducts business under the names Sunglo Adult Day Care VIII, Sunglo Adult Day Care II and Brighten Academy, filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-10061) on Feb. 14, 2019, and disclosed $476,699 in assets and $1,540,810 in liabilities. The petition was signed by Linda Salazar, vice president. Judge: Marvin Isgur presides over the case. The Debtor is represented by Jana Smith Whitworth, Esq., at JS Whitworth Law Firm, PLLC. TH REMODELING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: TH Remodeling & Renovations, Inc. 42 Windsor Highway New Windsor, NY 12553 Business Description: TH Remodeling & Renovations -- https://thremodeling.com/ -- builds and renovates all types of properties from private homes to manufacturing facilities and commercial buildings. The Company provides every service property owners need, including roofing, siding, gutter systems, decks & porches, windows & doors, additions & sunrooms. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Case No.: 19-35919 Judge: Hon. Cecelia G. Morris Debtor's Counsel: Michelle L. Trier, Esq. GENOVA & MALIN Hampton Business Center 1136 Route 9 Wappingers Falls, NY 12590 Tel: 845-298-1600 Fax: 845-298-1265 E-mail: michelle_genmal@optonline.net Total Assets: $524,027 Total Liabilities: $1,551,506 The petition was signed by Thomas Hazard, 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/nysb19-35919.pdf TRUCKING AND CONTRACTING: Case Summary & 16 Unsecured Creditors --------------------------------------------------------------- Debtor: Trucking and Contracting Services, LLC 1400 San Jose Blvd. Carlsbad, NM 88220-5412 Business Description: Trucking and Contracting Services, LLC is a privately held company that primarily operates in the local trucking business. Chapter 11 Petition Date: May 31, 2019 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Case No.: 19-11319 Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: P. Diane Webb, Esq. DIANE WEBB ATTORNEY AT LAW, P.C. 8500 Menaul Blvd. NE Ste A-317 PO Box 30456 Albuquerque, NM 87190-0456 Tel: 505-243-0600 Fax: 505-242-7140 E-mail: diwebb@swcp.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Melissa Acosta, member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nmb19-11319.pdf WALL STREET: Moody's Cuts CFR to B3 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service downgraded Wall Street Systems Delaware, Inc.'s Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the ratings on the company's senior secured first lien bank facility to B3 from B2. The ratings downgrades principally reflect the deterioration in WSS' credit quality following its debt-financed acquisition of Allegro Development Corporation with pro forma debt leverage (Moody's adjusted) increasing by more than 1x to approximately 6.5x. The outlook was revised to stable from negative. Moody's downgraded the following ratings: Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Revolving Credit Facility expiring 2022, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured First Lien Term Loan due 2024, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook revised to Stable from Negative RATINGS RATIONALE WSS' B3 CFR is constrained by the company's high pro forma debt leverage of approximately 6.5x and relatively small scale as a niche provider of software and services for treasury and risk management, foreign exchange processing as well as commodity and energy trading risk management applications. The company's credit profile is also negatively impacted by a degree of volatility in WSS' business performance in recent years and near term expectations of low single digit growth due to the maturation of the company's current target markets. In addition, the ratings reflect concerns relating to potential incremental acquisitions and dividends that could constrain deleveraging efforts. However, these risks are partially mitigated by WSS' solid market position and the company's recurring subscription-based sales model that provides a high degree of top-line visibility and minimal client attrition. Additionally, WSS' healthy profitability metrics support the company's strong free cash flow which is above average for the rating category. WSS' good liquidity position is supported by just under $50 million in pro forma cash (as of December 31, 2018) on the company's balance sheet and Moody's expectation that WSS will generate free cash flow exceeding 5% of debt on an annual basis over the intermediate term. The company's liquidity is also bolstered by an undrawn $15 million revolving credit facility. While the company's term loans are not subject to financial covenants, the revolving credit facility has a springing covenant which is not expected to be in effect over the next 12-18 months. The stable outlook reflects Moody's expectation that operating leverage and cost rationalization initiatives should facilitate moderate adjusted EBITDA expansion over the next 12-18 months, fueling a contraction in debt leverage towards the 6x level. However, Moody's believes WSS will be challenged to sustain meaningful organic growth during this period, with particular softness stemming from the company's suite of products targeting the foreign exchange processing market. The rating could be upgraded if WSS realizes consistent revenue growth and profitability expansion while adhering to a conservative financial policy such that debt to EBITDA (Moody's adjusted) is expected to be sustained below 6.0x. The rating could be downgraded if WSS were to experience a weakening competitive position, free cash flow deficits, or the company maintains aggressive financial policies that prevent meaningful deleveraging. The principal methodology used in these ratings was Software Industry published in August 2018. WSS, owned by ION Investment Group, provides software and services for treasury risk management, foreign exchange processing as well as commodity and energy trading risk management applications (pro forma for the Allegro acquisition). Moody's expects the company's pro forma revenues to approximate $375 million in 2019. WARRIOR CAPITAL: Case Summary & 40 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Warrior Capital Management, LLC 15 Mason, Suite A Irvine, CA 92618 Business Description: Warrior Capital Management, LLC operates as a subsidiary of Westwind Manor Resort Association, Inc. Westwind Manor Resort Association, Inc. and its subsidiaries operate two distinct business segments: (a) manufacturing and sale of custom golf clubs, (b) management of affiliates that own and manage golf courses. Jeremy Rosenthal, of Force 10 Partners, LLC, the CRO to Westwind, et al., determined that it would be necessary and appropriate to commence a chapter 11 case for Warrior Capital. Chapter 11 Petition Date: May 30, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-32951 Judge: Hon. David R. Jones Debtor's Counsel: Michael D. Warner, Esq. COLE SCHOTZ P.C. 301 Commerce Street, Suite 1700 Fort Worth, TX 76102 Tel: 817-810-5250 Fax: 817-810-5255 Email: mwarner@coleschotz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeremy Rosenthal, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-32951.pdf List of affiliates with pending cases: Debtor Case No. ------ -------- Westwind Manor Resort Association, Inc. 19-50026 Warrior Custom Golf, Inc. 19-50027 Warrior Acquisitions, LLC 19-50028 Warrior Golf Development, LLC 19-50029 Warrior Golf Assets, LLC 19-50030 Warrior Golf Venture, LLC 19-50031 Warrior Golf Management, LLC 19-50032 Warrior ATV Golf, LLC 19-50033 Warrior Premium Properties, LLC 19-50034 Warrior Golf, LLC 19-50035 Warrior Golf Equities, LLC 19-31953 Warrior Golf Capital, LLC 19-31954 Warrior Golf Resources, LLC 19-31955 Warrior Golf Legends, LLC 19-31957 Warrior Golf Holdings, LLC 19-31958 Consolidated List of Debtor's 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Anthony Ivankovich Note $2,000,000 791 Crandon Blvd. Key Biscayne, FL 33149 2. Raymond J. Kiefer Note $1,220,019 1147 Bayshore Dr. Antioch, IL 60002-1483 3. A and O Family, LLC Note $1,121,644 1150 Michigan Ave. Wilmette, IL 60091-1976 4. Mark & Linda Price Note $1,054,119 2601 Secretariat Ct. Evansville, IN 47720-2386 5. Donald P. Grzankowski Note $871,100 2239 Preservation Green Ct. Sun City Center, FL 33573-4417 6. Mark Bauman Note $802,547 2320 Vanreen Dr. Colorado Springs, CO 80919-5593 7. Dr. Susan Winchell Note $596,503 810 CR 133 Rd Wharton, TX 77488-2051 8. Gregory A. Caretto Note $590,993 P.O. Box 2018 Vail, CO 81658-2018 9. Richard C. Klamer Living Note $558,462 Trust Richard C. Klamer, Trustee 3450 34th St. Hamilton, MI 49419-9547 10. Thomas J. Hilty, Jr. Note $465,324 10707 NW 27th St. Terrebonne, OR 97760-9763 11. R.E. Alexander Note $441,845 9411 South Church St. Pahrump, NV 89048-8349 12. John & Carla Synatschk Note $392,691 1100 US Hwy 385 Springlake, TX 79082-6319 13. Karen K. Parrish Trust Deed Note $388,923 3753 Barrel Loop The Villages, FL 32163-2758 14. James L. Olsen Note $382,797 Revocable Trust 117 Carolina Forest Rd Chapel Hill, NC 27516-9033 15. Dan Garrison Note $350,000 19303 San Solomon Springs CT Cypress, TX 77433-4076 16. Thomas Adler Note $344,037 140 Hards Ln Lawrence, NY 11559-1315 17. Thomas Mark & Diane Note $325,874 Johnston P.O. Box 1055 Jefferson, NC 28640-1055 18. William Odell TTEE & Ella Note $323,821 Odell TTEE 1206 Knights Gate Ct Sun City Center, FL 33573-5895 19. Elliot Family Trust Note $301,156 February 11, 2011 355 San Mateo Dr. Menlo Park, CA 94025-5346 20. William P. Heddles Trust Note $276,888 P.O. Box 100 Tiffin, OH 44883 21. Cicil Mellinger Note $255,126 215 N. 56th Ave. #17 Yakima, WA 98908-5116 22. John Synatschk Note $250,000 1100 US Hwy 385 Springlake, TX 79082-6319 23. CJ & WM Reed Family Note $238,431 1986 Revocable Trust 10036 La Placita, CA 95670-3139 24. David Walker Note $232,223 9735 W. Diablo Dr Las Vegas, NV 89148-4628 25. Ron Stemen Note $227,937 308 Upham Dr Johnston, OH 43031-1029 26. Coley Docter Inc. Trade $226,732 420 Stevens Avenue Suite 310 Solana Beach, CA 92075 27. Diane J. Luoto Note $223,481 16782 Fairfield St. Livonia, MI 48154-2906 28. Donald Grzankowski Note $200,000 P.O. Box 45119 Westlake, OH 44145-0629 29. Robert Elliot Note $200,000 c/o Elliot Family Trust 355 San Mateo Drive Menlo Park, CA 94025 30. Wilfred M. Luoto Note $200,000 16782 Fairfield St Livonia, MI 48154-2906 31. Equity Trust, FBO Jeffrey Note $190,562 Bibler P.O. Box 451159 Westlake, OH 44145-0629 32. Leonard J. Kuczynski Note $182,607 4925 Valley Woods Dr Independence, OH 44131-5241 33. The Philip C. Shoaf Trust Note $172,748 1059 Marie Ave Martinez, CA 94553-3520 34. The Mintz Family Trust Note $169,731 Cheryl L. Mintz, Trustee 3205 White Sands Way League City, TX 77573-0703 35. Elizabeth Ann Harlow Note $165,602 PO Box 2326 Appomattox, VA 24522-2326 36. Erwin L. Cooper Note $161,972 7766 W State Rd 45 47403-9252 37. Roger & Rosemary Nelson Note $150,000 280 Victor Ave. Longwood, FL 32750-6157 38. Don Copus Note $150,000 46 Ridge Rd Pleasant Ridge, MI 48069-1122 39. Charles E. Huss Note $141,435 1705 Hillcrest Ct, Box 348 Mendota, IL 61342-0348 40. Ross Oliver Note $139,588 9417 35th Ave. NE Marysville, WA 98270-7252 WHITE STAR: Seeks Approval for KCC as Claims Agent -------------------------------------------------- White Star Petroleum Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kurtzman Carson Consultants LLC as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Prior to the petition date, the Debtors provided the firmC a retainer in the amount of $45,000. Robert Jordan, managing director of Kurtzman, 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: Robert Jordan Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 About White Star Petroleum Holdings White Star Petroleum Holdings, LLC and its subsidiaries -- http://www.wstr.com/-- are engaged in the acquisition, development, exploration and production of oil, natural gas and natural gas liquids located in the Mid-Continent region in the United States. The Debtors are headquartered in Oklahoma City and employ 169 people. As of December 2018, the Debtors owned approximately 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. White Star Petroleum Holdings, LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11179) on May 28, 2019. At the time of the filing, the Debtors estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. The cases have been assigned to Judge Brendan Linehan Shannon. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Sullivan's co-counsel; Guggenheim Securities, LLC as investment banker; Alvarez & Marsal North America, LLC as restructuring sdvisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. YBARRA ENTERPRISES: Filed April 2019 Self-Report on Patient Care ---------------------------------------------------------------- Ybarra Enterprises filed a self-reporting obligations covering the period of April 1, 2019 through April 30, 2019. Filed on May 20, 2019, the Report disclosed that the Debtor has not received any complaints during the reporting period. The Debtor also reported that it has not faced any changes in its staffing and that there were no curtailment in supply by any of its critical vendors. A full-text copy of the Self-Report is available at https://is.gd/FAh9At from PacerMonitor at no charge. About Ybarra Enterprises Based in Mission, Texas, Ybarra Enterprises, Inc., aka Dedication of Care Home Health Agency -- http://www.dochomehealth.com/-- provides home health care services. Currently, the Company's coverage area includes South Texas major cities: Laredo, McAllen, Edinburg, Corpus Christi, and Brownsville. The company filed a voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-70254) on July 9, 2018, and is represented by Kelly K. McKinnis, Esq., in McAllen, Texas. At the time of filing, the Debtor had estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. ZIONS BANCORP: Moody's Hikes Preferred Stock Rating to Ba1(hyb) --------------------------------------------------------------- Moody's Investors Service has upgraded the ratings and assessments of Zions Bancorporation, National Association. Zions' long- and short-term deposit ratings were upgraded to A2/Prime-1 from A3/Prime-2, while its issuer rating was upgraded to Baa2 from Baa3. This follows the upgrade of its baseline credit assessment to baa1 from baa2. Its long-term counterparty risk assessment and counterparty risk rating were upgraded to A3(cr) and Baa1 from Baa1(cr) and Baa2, respectively. The bank's short-term counterparty risk assessment of Prime-2(cr) and its short-term counterparty risk rating of Prime-2 were affirmed. The rating upgrades reflect Moody's view of the bank's stronger credit profile and expectation of better sustainability of Zions' financial performance through the economic cycle, resulting from its strengthened risk management capabilities. Following this action, the outlook is stable. Upgrades: Issuer: Zions Bancorporation Pref. Stock Non-cumulative, Upgraded to Ba1 (hyb) from Ba2 (hyb) Issuer: Zions Bancorporation, National Association Adjusted Baseline Credit Assessment, Upgraded to baa1 from baa2 Baseline Credit Assessment, Upgraded to baa1 from baa2 LT Counterparty Risk Assessment, Upgraded to A3(cr) from Baa1(cr) LT Counterparty Risk Rating, Upgraded to Baa1 from Baa2 LT Issuer Rating, Upgraded to Baa2, Stable, from Baa3, Positive ST Deposit Rating, Upgraded to P-1 from P-2 LT Deposit Rating, Upgraded to A2, Stable, from A3, Positive Affirmations: Issuer: Zions Bancorporation, National Association ST Counterparty Risk Assessment, Affirmed P-2(cr) ST Counterparty Risk Rating, Affirmed P-2 Outlook Actions: Issuer: Zions Bancorporation, National Association Outlook, Changed To Stable From Positive RATING RATIONALE The upgrade of Zions' BCA and its ratings is based on the strength of Zions' balance sheet and recurring profitability, and Moody's expectation of better sustainability of its financial performance through the economic cycle relative to Zions' historical track record. The rating agency expects Zions' enhancements to managing its asset concentrations and its post-crisis risk limits to reduce earnings volatility over the long-term. For the last several years, Zions has kept its commercial real estate (CRE) loan portfolio equal to just less than twice its Moody's tangible common equity (TCE) and the construction component, which was a source of outsized losses, equals only 50% of TCE or 7% of loans at year-end 2018. At its peak, Zions' commercial real estate equaled more than six time its TCE, with more than half in construction. Additionally, Zions has shown conservativism in its average loan growth, which was about 5% over the last year. Zions reported problem loans of 0.7% of loans and no net charge-offs in the first quarter of 2019 and has maintained strong asset quality performance, following a modest worsening of some metrics in 2016 because of its energy exposure. Even with this, its aggregate net charge offs were a low 0.31% in 2016, with energy losses offset by the strength of the remainder of the portfolio. Net charge-offs were 0.17% in 2017 and -0.04% in 2018 as some of these energy losses were recovered. Moody's views Zions' solid pre-provision earnings as sustainable over the next 12 to 18 months, though it expects some modest pressure on net interest income and net interest margin (NIM) from a likely absence of future interest rate increases. Zions had an above-average NIM of 3.68% in Q1 2019 relative to large regional bank peers. Its NIM benefits from a granular and low cost deposit base. Its cumulative total deposit beta since the first rate increase in late 2015 was 15%, and its average cost of total deposits was 0.43% in the first quarter, both strong metrics relative to large peers. A key support is its noninterest bearing deposits, which accounted for 43% of its total average deposits as of 31 March 2019. Zions also continues to demonstrate expense discipline, despite ongoing expenses for digital and technology investments. Moody's noted that Zions has an above average capital position relative to peers with a common equity tier 1 (CET1) ratio of 11.3% as of 31 March 2019. However, it also had a high payout of approximately 160% of earnings in the first quarter and is likely to continue at such levels leading to lower capitalization over the next 12 to 18 months. Moody's has incorporated this expectation in its ratings upgrade and the stable outlook. WHAT COULD MOVE THE RATINGS UP/DOWN An upgrade of the BCA and ratings could occur if Zions achieves better asset risk, capitalization, and profitability relative to higher-rated peers over the long-term. A downgrade of the BCA is possible if there is a rebuilding of asset concentrations, a significant decline in capital, or if asset quality improvements reverse. Weakening of Zions' strong funding and liquidity would also be negative for the BCA and the ratings. 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Cloud Peak Energy Finance Corp CLD 6.375 2 3/15/2024 DBP Holding Corp DBPHLD 7.75 35.392 10/15/2020 DBP Holding Corp DBPHLD 7.75 35.392 10/15/2020 DFC Finance Corp DLLR 10.5 67.125 6/15/2020 DFC Finance Corp DLLR 10.5 67.125 6/15/2020 Ditech Holding Corp DHCP 9 0.01 12/31/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 22.47 5/1/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 9.978 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 16.82 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8 30.768 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 31.654 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 16.671 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 32.651 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 16.671 9/1/2022 EXCO Resources Inc XCOO 7.5 16.71 9/15/2018 EXCO Resources Inc XCOO 8.5 16.875 4/15/2022 Energy Conversion Devices Inc ENER 3 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.75 38.125 10/15/2019 Federal Farm Credit Banks FFCB 1.39 99.838 6/5/2019 Federal Home Loan Banks FHLB 2 97.7 11/10/2026 Federal Home Loan Banks FHLB 2.25 99.904 6/4/2019 Federal Home Loan Mortgage Corp FHLMC 2.72 99.913 6/4/2021 Federal Home Loan Mortgage Corp FHLMC 2.74 99.918 6/4/2021 Federal Home Loan Mortgage Corp FHLMC 2.68 99.909 6/4/2021 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 72.949 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 73.46 6/15/2020 Fleetwood Enterprises Inc FLTW 14 3.557 12/15/2011 Goodman Networks Inc GOODNT 8 48.625 5/11/2022 HSBC USA Inc HSBC 3.112523 99.17 6/10/2019 Hexion Inc HXN 9.2 20.5 3/15/2021 Hexion Inc HXN 13.75 18.25 2/1/2022 Hexion Inc HXN 7.875 20.75 2/15/2023 Hexion Inc HXN 13.75 19.97 2/1/2022 High Ridge Brands Co HIRIDG 8.875 9.951 3/15/2025 High Ridge Brands Co HIRIDG 8.875 8.888 3/15/2025 Homer City Generation LP HOMCTY 8.137 38.75 10/1/2019 Hornbeck Offshore Services Inc HOS 5.875 61.683 4/1/2020 Hornbeck Offshore Services Inc HOS 5 56.767 3/1/2021 Hornbeck Offshore Services Inc HOS 1.5 91.75 9/1/2019 Iconix Brand Group Inc ICON 5.75 25.125 8/15/2023 JC Penney Corp Inc JCP 6.9 21.123 8/15/2026 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8 10.239 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 10.715 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8 10.323 9/20/2023 Lehman Brothers Inc LEH 7.5 1.847 8/1/2026 MF Global Holdings Ltd MF 6.75 14.482 8/8/2016 MF Global Holdings Ltd MF 9 14.5 6/20/2038 MModal Inc MODL 10.75 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.35 15.703 7/1/2026 Monitronics International Inc MONINT 9.125 7.301 4/1/2020 Murray Energy Corp MURREN 11.25 47.008 4/15/2021 Murray Energy Corp MURREN 11.25 47.35 4/15/2021 Murray Energy Corp MURREN 11.25 47.349 4/15/2021 Murray Energy Corp MURREN 9.5 46.875 12/5/2020 Murray Energy Corp MURREN 11.25 48.187 4/15/2021 Murray Energy Corp MURREN 9.5 46.875 12/5/2020 Neiman Marcus Group Ltd LLC NMG 8 55.307 10/15/2021 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 4.001 5/15/2019 Oldapco Inc APPPAP 9 3.095 6/1/2020 Pernix Therapeutics Holdings Inc PTX 4.25 0.5 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.25 0.5 4/1/2021 Pioneer Energy Services Corp PES 6.125 44.584 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Renco Metals Inc RENCO 11.5 24.875 7/1/2003 Rolta LLC RLTAIN 10.75 10 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 18.571 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 23.269 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 19.139 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 23.186 11/1/2021 Sanchez Energy Corp SNEC 6.125 11.189 1/15/2023 Sanchez Energy Corp SNEC 7.75 11.408 6/15/2021 SandRidge Energy Inc SD 7.5 0.534 2/15/2023 Sears Roebuck Acceptance Corp SHLD 7 2.937 6/1/2032 Sears Roebuck Acceptance Corp SHLD 7.5 3.035 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.5 2.535 12/1/2028 Sears Roebuck Acceptance Corp SHLD 6.75 3.388 1/15/2028 Sempra Texas Holdings Corp TXU 5.55 13.5 11/15/2014 Synergy Pharmaceuticals Inc SGYP 7.5 53.25 11/1/2019 TerraVia Holdings Inc TVIA 6 4.644 2/1/2018 Toys R Us - Delaware Inc TOY 8.75 3 9/1/2021 Transworld Systems Inc TSIACQ 9.5 26 8/15/2021 Transworld Systems Inc TSIACQ 9.5 26 8/15/2021 UCI International LLC UCII 8.625 4.78 2/15/2019 Ultra Resources Inc UPL 7.125 12.403 4/15/2025 Ultra Resources Inc UPL 6.875 20.476 4/15/2022 Ultra Resources Inc UPL 6.875 23.345 4/15/2022 Ultra Resources Inc UPL 7.125 12.69 4/15/2025 Vanguard Natural Resources Inc VNR 9 0 2/15/2024 Vanguard Natural Resources Inc VNR 9 5.963 2/15/2024 Walter Energy Inc WLTG 8.5 0.834 4/15/2021 Windstream Services LLC / Windstream Finance Corp WIN 7.5 29.5 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 29.875 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.75 29 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 27.5 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.75 30.625 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.75 30.393 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.75 29.902 10/1/2021 rue21 inc RUE 9 1.47 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***