/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190612.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 12, 2019, Vol. 23, No. 162 Headlines 1515-GEENERGY HOLDING: MH, BT Advise Forward Contract Merchants 305 EAST 61ST STREET: Voluntary Chapter 11 Case Summary ACHILLES ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable AIR INDUSTRIES: Rotenberg Meril Raises Going Concern Doubt AIRLUX AIRCRAFT: Creditors' Panel Wants Trustee, Ch. 7 Conversion AIRMEDIA GROUP: Marcum BP Raises Going Concern Doubt ALABAMA PETROLEUM: Unsecured Creditors to Get $290K Over 60 Months ALVIN SMOKED: Unsecureds to Get 100% in 60 Monthly Payments AMERICAN HOME: Hires Mr. Tanner of Aurora Management as CRO AMERICAN HOME: Seeks to Hire Kelley & Clements as Co-Counsel AMERICAN HOME: Seeks to Hire McDonald Hopkins as Counsel ANGELS FOR KIDS: Seeks to Hire OCP Financial as Accountant APELLIS PHARMACEUTICALS: Amends SFJ Development Funding Agreement APEX XPRESS: Trustee Hires Fox Rothschild as Attorney ARCHBISHOP OF AGANA: Committee Hires Cornerstone as Appraiser ATLAS STONE: Quilling Selander Represents CoB and CoI AVRICORE HEALTH: Operating Losses Casts Going Concern Doubt BANNER MATTRESS: Creditors' Panel Hires Buchalter as Counsel BELK INC: S&P Lowers ICR to 'CCC' on Increased Refinancing Risk BLACK PRESS: S&P Withdraws 'CCC+' Long-Term ICR on Recapitalization BRITLIND OIL: Unsecured Creditors to Get 75% of Net Income BURKHALTER RIGGING: Committee Files Verified Statement BURKHALTER RIGGING: Miller Law Firm Represents Ceres and Calumet C21 INVESTMENTS: Going Concern Doubt on SSC, SSR Raised CALMARE THERAPEUTICS: "GEOMC" Case Moved Back to District Court CAREVIEW COMMUNICATIONS: Board Approves Bylaws Amendment CENTER FOR PLASTIC: Hires Gordon Law Firm as Counsel CIFGO INC: July 17 Hearing on Plan Confirmation CLOUD I Q LLC: Hires McConnell Valdes as Puerto Rico Counsel COMSTOCK RESOURCES: S&P Affirms 'B' ICR on Covey Park Acquisition CONTURA ENERGY: Moody's Rates New $562MM Secured Term Loan 'B3' COOLTRADE INC: Plan and Disclosures Hearing Set for July 17 CORVALLIS FEED: Hires Patten Peterman as Legal Counsel COVEY PARK ENERGY: S&P Alters Outlook to Stable, Affirms 'B' ICR CREATIVE LEARNING: BFT Is New Manager, Mulls Purchase of Business DIVERSE LABEL: Compass Plastics Objects to Disclosure Statement DUNCAN BURCH: Seeks to Hire Golden Redd as Accountant DUNCAN BURCH: Seeks to Hire Ryan Law Firm as Special Counsel DUNKIRK HOME: Hires Smith & Messina as Special Counsel DUNKIRK HOME: Hires Thomas H. McKelvey as Special Counsel ELECTRONIC SERVICE: Unsecureds to Receive 15% of Allowed Claims EYEPOINT PHARMACEUTICALS: CAO Ross to Quit Next Month FAIRGROUNDS PROPERTIES: Modifies Unsecured Claim Provision in Plan FAIRWAY ENERGY: Adds Releasing Parties Provision in Amended Plan FAITH MISSIONARY: Unsecureds to be Paid From Charitable Donations FHC HEALTH: Moody's Reviews B2 CFR for Upgrade Amid Anthem Deal FIRST QUALITY: S&P Alters Outlook to Stable, Affirms 'BB' ICR FIRST QUANTUM: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable FLAMBEAUX GAS: Bevolo Gas Objects to Disclosure Statement FLAMBEAUX GAS: June 21 Amended Plan Confirmation Hearing FRIDAY HEALTH: A.M. Best Ups ICR to ccc- & Alters Outlook to Stable GENOCEA BIOSCIENCES: Plans to Offer Shares of Common Stock GOLDEN MATRIX: Accumulated Deficit Casts Going Concern Doubt HANNON ARMSTRONG: S&P Assigns 'BB+' Long-Term ICR; Outlook Stable HARSCO CORP: S&P Affirms 'BB' ICR on Clean Earth Acquisition INFRASTRUCTURE AND ENERGY: Fitch Assigns 'B-' IDR, Outlook Stable INNOVATIVE CONSTRUCTION: To Pay Unsecureds 10% Over 60 Months INSYS THERAPEUTICS: Seeks Court Approval of Deal With U.S. Govt. INSYS THERAPEUTICS: Seeks Estimation of 1,000 Subsys Claims INTEGRAND ASSURANCE: A.M. Best Changes Issuer Credit Rating to 'e' INTEGRATED STRUCTURES: July 23 Plan Confirmation Hearing ISRS REALTY: Amends Plan to Modify Impairment of Classes of Claims JONES ENERGY: Davis Polk, Haynes Represent Unsecured Noteholders JONES ENERGY: Milbank, Porter Hedges Represent 1st Lien Group JP ADVANCED: Inks Settlement on Treatment of Lender's Secured Claim KAPPA DEVELOPMENT: Aug. 1 Plan Confirmation Hearing KBC ENTERPRISE: June 18 Plan Confirmation Hearing KENMETAL LLC: July 16 Plan Confirmation Hearing KINERJAPAY CORP: Incurs $8.1M Net Loss for Quarter Ended March 31 KINNEY FARMS: Unsecured Creditors to Get $250K Over 5 Years KLC SAN DIEGO: Plan Modifies Treatment of VHCP, ITL Unsecured Claim LAWSON NURSING: HNB Opposes Approval of Proposed Plan Outline LAWSON NURSING: IRS Objects to Disclosure Statement LEGACY RESERVES: To File for Chapter 11 with Prearranged Plan MAJOR EVENTS: New Plan Amends Treatment of SHL Secured Claim MARKHAM, IL: S&P Lowers GO Bond Rating to 'B'; Outlook Negative MODERN PROMOS: Seeks Conditional Approval of Proposed Disclosures NEW COTAI: Noteholders Seek to Terminate Exclusivity Period NXT ENERGY: KPMG LLP Raises Going Concern Doubt OFFICE UPRISING: Bush Gottlieb Represents Union Entities OPPENHEIMER HOLDINGS: S&P Alters Outlook to Pos., Affirms B+ ICR ORGANIC BOTTLE: Case Summary & 3 Unsecured Creditors ORIGIN AGRITECH: BDO China Shu Lun Pan Raises Going Concern Doubt PETROLEOS MEXICANOS: KPMG Cardenas Raises Going Concern Doubt PUERTO RICO: Committee Says Changes to Members' Claims Minor R-BOC REPRESENTATIVES: Lundeen Couple to Retain Stock Ownership REWALK ROBOTICS: Raises $11 Million in Public Warrants Exercise ROBISON FARMS: Hinkle Represents New Century, Kansas State Bank ROCK CABIN: Plan Funded by Urban War, Tin Works Rents SCOOBEEZ INC: Committee, DOJ Watchdog Object to CRO Appointment SEARS HOLDINGS: Retirees Seeks Rejection of Amended Plan Outline SEED TO SCALE: Lake Haven to Get $3,868 Per Month Under Plan SKY-SKAN INC: Claude Ganter Objects to Disclosure Statement SOVRANO LLC: Bell Nunnally Represents Inland Commercial, et al. TEVA PHARMACEUTICAL: Fitch Cuts LT IDR to BB-, Outlook Negative TX SUPERIOR: Unsecureds to Get 50% in 20 Quarterly Payments UCOAT IT: Unsecureds to Receive Distribution of 5% Under Plan ULTRA PETROLEUM: Extends Deadlines for Notes Exchange Offer UNIQUE BROADBAND: Chapter 15 Case Summary UNITED SPORTING: Case Summary & 30 Largest Unsecured Creditors UNITED SPORTING: Files for Chapter 11 to Liquidate UNITED SPORTING: Says Donald Trump Victory Hurt Sales UNUM GROUP: Fitch Affirms Junior Subordinated Notes at 'BB+' US RENAL: Moody's Rates New Senior Unsec. Notes Due 2027 'Caa2' USG CORP: Moody's Withdraws Ba2 CFR Amid Reorganization VAN'S LAUNDROMATS: July 17 Plan Confirmation Hearing VBAR 3 LLC: June 26 Plan Confirmation Hearing VISTRA OPERATIONS: Fitch Rates Proposed $1BB Unsec. Notes 'BB' WEATHERLY OIL: Files Chapter 11 Plan of Liquidation WESTERN COMMUNICATIONS: July 31 Approval Hearing on Disclosures WHAT'S YOUR SIGN: Unsecured Creditors to Recoup 10% Under Plan WILSON MANIFOLDS: Unsecureds to Get $50K Over 2 Years Under Plan WOODSTOCK REALTY: Hires Grafstein & Arcaro as Counsel ********* 1515-GEENERGY HOLDING: MH, BT Advise Forward Contract Merchants --------------------------------------------------------------- In the Chapter 11 cases of 1515-GEEnergy Holding Co. LLC, et al., Jarrod B. Martin of McDowell Hetherington, LLP and Kevin Collins of Barnes & Thornburg LLP, filed a verified statement of the firms' representations of members of the Coalition of Forward Contract Merchants: (a) Skyview Finance Company, LLC 114 South Pearl St Port Chester, NY 10573 United States (b) Blackcomb Solar, LLC 910 Boston Post Road East, Suite 310 Marlborough, MA 01752 (c) Plainfield One Solar LLC 545 Madison Avenue Floor 14 New York, NY 10022 (d) Westborough Solar LLC 7 Maple Ave Westborough, MA 01581 Each of these entities may hold claims against the Debtors that relate to solar renewable energy certificates. Counsel to Coalition of Forward Contract Merchants: David M. Powlen, Esq. Kevin G. Collins, Esq. BARNES & THORNBURG LLP 1000 N. West Street, Ste 1500 Wilmington, DE 19801-1054 Telephone: (302) 300-3455 Facsimile: (302) 300-3456 E-mail: david.powlen@btlaw.com kevin.collins@btlaw.com - and – Jarrod B. Martin, Esq. Benjamin Ritz, Esq. McDOWELLHETHERINGTON LLP 1001 Fannin Street, Suite 2700 Houston, TX 77002 Telephone: (713) 333-6036 Facsimile: (713) 337-8850 E-mail: jarrod.martin@mhllp.com benjamin.ritz@mhllp.com About 1515-GEEnergy Holding Co. LLC and BBPC LLC With its headquarters in Brooklyn, New York, BBPC LLC, doing business as Great Eastern Energy, provides energy commodities to retail customers. BBPC began serving natural gas customers in New York, New Jersey and Massachusetts in 2000, and later expanded to serve electricity customers in New York, New Jersey, Massachusetts, and Connecticut in 2013. 1515-GEEnergy Holding Co. LLC owns 100% of the equity in BBPC. 1515-GEEnergy Holding Co. LLC and BBPC LLC sought Chapter 11 protection (Bankr. D. Del. Case Nos. 19-10303 and 19-10304) on Feb. 14, 2019. The Debtors estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Kevin J. Carey is the case judge. The Debtors tapped McLaughlin & Stern, PLLC as bankruptcy counsel; Klehr Harrison Harvey Branzburg LLP as Delaware counsel; GlassRatner Advisory & Capital Group, LLC as financial advisor; and Omni Management Group, Inc., as claims, noticing, and administrative agent. 305 EAST 61ST STREET: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: 305 East 61st Street Group LLC 445 Park Ave, 9th Floor New York, NY 10022 Business Description: 305 East 61st Street Group LLC classified its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 10, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-11911 Judge: Hon. Sean H. Lane Debtor's Counsel: Robert J. Spence, Esq. SPENCE LAW OFFICE, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 Tel: (516) 336-2060 Fax: (516) 605-2084 E-mail: rspence@spencelawpc.com Debtor's Accountant: SINGER & FALK Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jason Carter, managing member of 61 Prime LLC, the manager of the Debtor. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-11911.pdf ACHILLES ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of Achilles Acquisition LLC (together with its affiliates, OneDigital), a holding company for Digital Insurance LLC, following the company's issuance of a new a delayed draw first-lien term loan and an increase in its revolving credit facility. The company has also privately placed a $100 million second-lien term loan (unrated). Net proceeds from the second-lien term loan will be used to pay down the outstanding revolver balance, fund cash to the balance sheet, as well as pay related fees and expenses. The outlook for OneDigital is stable. The new second-lien term loan changes OneDigital's overall funding mix, resulting in a one-notch upgrade of the company's senior secured first-lien credit facilties to B2 from B3. RATINGS RATIONALE According to Moody's, OneDigital's ratings reflect its expertise in employee benefits, healthy EBITDA margins, and solid organic growth. OneDigital derives most of its revenue from a growing national retail benefits business. The company serves its customers with a proprietary technology platform, a national call center, and locally based insurance professionals in markets across the country. The company has a partnership with Zenefits, a company with online marketing expertise and comprehensive and mobile Human Resources applications, that will continue to enhance OneDigital's organic growth prospects. OneDigital's strengths are offset by its modest size relative to other rated insurance brokers and service companies, high financial leverage, and the large number of small agencies acquired since its inception in 2000. The company also has exposure to errors and omissions in the delivery of professional services. Following the transaction, OneDigital's borrowing arrangement will include a $100 million revolving credit facility, a $506 million first-lien term loan, $54 million in delayed draw term loans and a $100 million second-lien credit facility (unrated). The rating agency estimates that OneDigital will have a pro forma debt-to-EBITDA ratio in the range of 6.5x -7x, (EBITDA -- capex) interest coverage between 1.5 and 2x, and a free-cash-flow-to-debt ratio in the low single digits. These pro forma metrics reflect Moody's adjustments for operating leases, contingent earnout liabilities, run-rate earnings from completed acquisitions, and certain non-recurring costs and other items. The following factors could lead to an upgrade of OneDigital's ratings: (i) debt-to-EBITDA ratio declining below 5.5x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) demonstrated ability to grow revenue and expand margins. The following factors could lead to a downgrade of OneDigital's ratings: (i) debt-to-EBITDA ratio consistently above 7x, (ii) (EBITDA-capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has affirmed the following ratings of Achilles Acquisition LLC: Corporate family rating at B3; Probability of default rating at B3-PD. Moody's has upgraded the following ratings: $100 million (including $20 million proposed increase) senior secured first-lien revolving credit facility maturing in October 2023 to B2 (LGD3) from B3 (LGD3); $510 million (including $4 million unused delayed draw) senior secured first-lien term loan maturing in October 2025 to B2 (LGD3) from B3 (LGD3). Moody's has assigned the following ratings: $50 million secured first-lien delayed draw term loan maturing in October 2025 at B2 (LGD3). The outlook for Achilles is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Atlanta, Georgia, Achilles operates as a holding company for OneDigital, which has offices throughout the US and serves 35,000 clients. Founded in 2000, OneDigital was established to address the employee benefits needs of small businesses and mid-sized companies. Achilles generated revenue of $348 million through the end of March 2019. AIR INDUSTRIES: Rotenberg Meril Raises Going Concern Doubt ---------------------------------------------------------- Air Industries Group filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K/A, disclosing a net loss of $10,992,000 on $46,309,000 of net sales for the year ended Dec. 31, 2018, compared to a net loss of $22,551,000 on $49,869,000 of net sales for the year ended in 2017. The audit report of Rotenberg Meril Solomon Bertiger & Guttilla, P.C., states that the Company has suffered a net loss in 2018 and is dependent upon future issuances of equity or other financing to fund ongoing operations, all of which raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $47,756,000, total liabilities of $36,150,000, and $11,606,000 in total stockholders' equity. A copy of the Form 10-K/A is available at: https://is.gd/JRUQTh Air Industries Group, an aerospace and defense company, designs and manufactures structural parts and assemblies that focus on flight safety. The Company operates through three segments: Complex Machining, Aerostructures & Electronics, and Turbine Engine Components. It serves aircraft manufacturers, subcontractors, original equipment manufacturers, and aircraft component suppliers in the United States. The Company was incorporated in 2006 and is headquartered in Hauppauge, New York. AIRLUX AIRCRAFT: Creditors' Panel Wants Trustee, Ch. 7 Conversion ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Airlux Aircraft, Inc., asked the U.S. Bankruptcy Court for the Central District of California to enter an order appointing a Chapter 11 trustee for the Debtor or, in the alternative, converting the case to Chapter 7. Based on the case, the Debtor has failed to move forward with the administration of the Debtor's estate, failed to disclose assets, failed to properly employ professionals, and most importantly, is on the precipice of losing what is apparently the sole asset of the estate. According to the Committee, a Chapter 11 trustee is in the best interest of creditors. Likewise, the Committee added that unlike the Debtor, who appears to have personal reasons for not wanting to sell the real property of the Debtor to satisfy creditor claims, or to pay the mortgage payments thus making it likely that the property will be lost in foreclosure, a Chapter 11 trustee will have no such conflict. Further, the Committee noted that the conversion of the case to one under Chapter 7 may be effected in the absence of a reasonable likelihood of rehabilitation. In this case, the Committee believes that there appears to be no business to rehabilitate, as such, the status quo does not evidence a reasonable likelihood of rehabilitation by the Debtor. The Committee is represented by: M. Jonathan Hayes, Esq. Matthew D. Resnik, Esq. Roksana D. Moradi-Brovia, Esq. RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: jhayes@rhmfirm.com matt@rhmfirm.com roksana@rhmfirm.com About Airlux Aircraft Airlux Aircraft, Inc. -- http://www.airluxaircraft.com/-- is a completions and maintenance facility that is certified with the Federal Aviation Administration (FAA) under Title 14 of the Code of Federal Regulations (14 CFR) Part 145 and is engaged in the maintenance, preventive maintenance, inspection, modification, and alteration of aircraft. It aims to be an industry leader in retrofit interior solutions and maintenance for Embraer, Boeing, and Airbus lines of aircraft. Airlux Aircraft sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12433) on Sept. 30, 2018. In the petition signed by Mark Liker, CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped the Law Offices of Moses S. Bardavid as its legal counsel. AIRMEDIA GROUP: Marcum BP Raises Going Concern Doubt ---------------------------------------------------- AirMedia Group Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of $93,419,000 on $24,546,000 of net revenues for the year ended Dec. 31, 2018, compared to a net loss of $179,181,000 on $23,759,000 of net revenues for the year ended in 2017. The audit report of Marcum Bernstein & Pinchuk llp states 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. The Company's balance sheet at Dec. 31, 2018, showed total assets of $129,816,000, total liabilities of $115,417,000, and $14,399,000 in total equity. A copy of the Form 20-F is available at: https://is.gd/ehXFsd AirMedia Group Inc. operates out-of-home advertising platforms in the People's Republic of China. The company operates a network of digital (television) TV screens on planes operated by 7 airlines; and gas station media network, as well as other outdoor media advertising platforms in gas stations. AirMedia Group Inc. was founded in 2005 and is headquartered in Beijing, the People's Republic of China. ALABAMA PETROLEUM: Unsecured Creditors to Get $290K Over 60 Months ------------------------------------------------------------------ Alabama Petroleum Carrier, LLC, filed a Chapter 11 Plan and accompanying Disclosure Statement. Class 7: General Unsecured Creditors. The Debtor proposes to pay the final allowed unsecured claims up to a total of $290,402, following 60 months after the effective date of the plan. The estimated unsecured debt is $290,402. The funds will be distributed on a pro-rata basis no later than the 15th day of the month following the debtor having deposits of $80,000 in the reserve account. This will allow the Debtor to maintain $50,000 at any time during the plan as a reserve for expenses. The Debtor will continue this practice for a period of 60 months or until $290,402 has been distributed to Holders of Allowed General Unsecured Claims, whichever will come first. The Debtor proposes to pay no interest on these unsecured claims. After 60 months have passed any remaining balance not paid to the unsecured creditors will be deemed satisfied. The Debtor after clearing out the excess leased equipment and focusing on the more profitable lines of work will be a viable entity going forward. As of the end of March 2019 the debtor had $534.69 in cash on hand, $0 in receivables and about $21,000 worth of equipment. A full-text copy of the Disclosure Statement dated May 27, 2019, is available at https://tinyurl.com/yy9c6tb5 from PacerMonitor.com at no charge. About Alabama Petroleum Carrier Montgomery, Alabama-based Alabama Petroleum Carrier, LLC, operates a petroleum distribution company wherein they own trucks and trailers that haul petroleum to retail outlets. The Company is operated by Donnie Ingram and his son Houston Ingram. The Company's average gross revenue currently is about $61,200 per month, and the Company has about 8 employees. Alabama Petroleum Carrier filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 18-32126) on July 30, 2018. Judge Bess M. Creswell presides over the case. The Debtor tapped Michael A. Fritz, Sr., Esq., as its legal counsel. In the petition signed by Donnie R. Ingram, president, the Debtor estimated assets of less than $500,000 and debt of less than $1 million. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ALVIN SMOKED: Unsecureds to Get 100% in 60 Monthly Payments ----------------------------------------------------------- Alvin Smoked Meats & Eats, LLC, filed a small business Chapter 11 plan and accompanying disclosure statement. Class 3 - Non-priority Unsecured Creditors are impaired. The allowed general unsecured claims will be paid 100% of their claim in 60 monthly payments. Payments will be due and payable beginning on the 15th day of the first month following 60 days after the effective date of the plan. The amount to be paid pro-rata is estimated at $95,516. Class 2.01 - Secured Claim of Brazoria County Tax Assessor-Collector are impaired. The secured claim of the Brazoria County Tax Assessor-Collector will be paid in equal monthly installments over a 1-year period following the effective date of the plan, with interest accruing at 12% pursuant to Section 511. Thus, payments to the Brazoria County Tax Assessor-Collector will be $202.90 beginning on the 15th day of the first month following 60 days after the effective date of the plan. Class 2.02 - Secured Claim of City of Houston are impaired. The secured claim of the City of Houston will be paid in full on the effective date of the plan, with interest accruing at 12% pursuant to Section 511. The City of Houston shall retain its lien. Class 2.03 - Secured Claim of Kapitus Servicing, Inc., f/k/a/ Colonial Funding Network, Inc., as servicing provider of Blue Fund Capital Inc. are impaired. The secured claim of Colonial will be paid in equal monthly installments over a 5-year period following the effective date of the plan, with interest accruing at 6%. Thus, payments to Colonial Funding Network, Inc., will be $834.88 beginning on the 15th day of the first month following 60 days after the effective date of the plan. Class 2.04 - Secured Claim of Acme Company aka Mantis Funding are impaired. The secured claim of Acme Company aka Mantis Funding is $5,083.43 and will be paid in equal monthly installments over a 5-year period following the effective date of the plan, with interest accruing at 6%. Thus, payments on the secured claim of Acme Company aka Mantis Funding will be $98.28 beginning on the 15th day of the first month following 60 days after the effective date of the plan. The 60th payment to Acme Company aka Mantis Funding will be for any and all remaining amounts due to capture any variations based on interest, fees, and the like. Class 2.05 - Secured Claim of Green Capital Funding, LLC impaired. The secured claim of Green Capital Funding, LLC is wholly unsecured. Thus, the claim of Green Capital Funding, LLC will be treated as a general, unsecured claim and paid prorata pursuant to the terms of Class 3 claims. Class 2.06 - Secured Claim of Everest Business Funding, LLC are impaired. The secured claim of Everest Business Funding, LLC is wholly unsecured. Thus, the claim of Everest Business Funding, LLC will be treated as a general, unsecured claim and paid pro-rata pursuant to the terms of Class 3 claims. Class 2.08 - Secured Claim of US Foods, Inc. are impaired. Claim: $7,023.14. Class 4 - Equity Security Holders of the Debtor are impaired. Mohammed E. Kabir is the only equity interest holder in the debtor and will retainer her ownership interest in the corporation. Mr. Kabir will receive no distributions under this plan on account of any pre-petition insider claims, and will retain his interest in the limited liability company. Payments and distributions under the plan will be funding by cash flow from operations and future income. A full-text copy of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/yys9cofg from PacerMonitor.com at no charge. Attorney for the Debtor is Michael L. Hardwick, Esq., at Michael Hardwick Law, PLLC, in Houston, Texas. About Alvin Smoked Meats & Eats Alvin Smoked Meats & Eats, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-36657) on November 30, 2018, disclosing less than $1 million in both assets and liabilities. Michael Hardwick Law, PLLC, led by principal Michael Hardwick, Esq., serves as the Debtor's counsel. AMERICAN HOME: Hires Mr. Tanner of Aurora Management as CRO ----------------------------------------------------------- American Home Products LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Wayne Tanner of Aurora Management Partners, Inc., as chief restructuring officer to the Debtor. American Home requires Aurora Management to: -- provide the services of Wayne Tanner as CRO, which would be equal to the services typically provided by the office of the President and chief operating officer, with other Aurora Management personnel available to assist Mr. Tanner as CRO; -- assist with the day-to-day operations of the Debtor; -- assist with a 13-week cash flow to monitor ongoing projected cash flow and recommend adjustment to maximize liquidity; -- continue to assist the Debtor in the implementation of its current operating business plan and compliance with requirements under the proposed debtor in possession financing; -- assist the Debtor in executing on its plan to maximize value through the sale of its assets in this chapter 11 case; -- assist the Debtor's bankruptcy counsel in the preparation of the possible chapter 11 petition and chapter 11 first day motions; -- prepare the Debtor's chapter 11 monthly operating reports to the U.S. Trustee; -- attend the Debtor's meeting of creditors and court hearings and testify as necessary; -- work with the Debtor and its professionals to provide updates to and negotiate with the Debtor's various creditor constituencies; and -- all other items as agreed to from time to time between the Board of Managers and Aurora Management. Aurora Management will be paid at these hourly rates: Director through Managing Partner $350 to $695 Consultant / Senior Consultant $250 to $350 Analysts $175 to $250 Administrative $85 Aurora Management will be paid a retainer in the amount of $50,000. As of the Petition Date, $35,872.50 remains unapplied. Aurora Management will also be reimbursed for reasonable out-of-pocket expenses incurred. Wayne Tanner, managing partner of Aurora Management, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Aurora Management can be reached at: Wayne Tanner AURORA MANAGEMENT PARTNERS, INC. 4485 Tench Road, Suite 340 Atlanta, GA 30024 Tel: (770) 904-5209 Fax: (770) 904-5226 About American Home Products American Home Products LLC -- https://www.louvershop.com/ -- is the holding company for The Louver Shop. It provides custom interior plantation shutters, exterior shutters, and window treatments. American Home Products, based in Gainesville, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-21054) on May 29, 2019. In the petition signed by Gregory Bangs, chief financial officer, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. James R. Sacca oversees the case. Sean D. Malloy, Esq., at McDonald Hopkins LLC, serves as bankruptcy counsel to the Debtor. Kelley & Clements LLC, serves as co-counsel. Wayne Tanner of Aurora Management Partners, Inc., as CRO. AMERICAN HOME: Seeks to Hire Kelley & Clements as Co-Counsel ------------------------------------------------------------ American Home Products LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Kelley & Clements LLC, as co-counsel to the Debtor. American Home requires Kelley & Clements to: a. provide legal advice and services regarding local rules, practices, and procedures and provide substantive and strategic advice on how to accomplish the Debtor's goals in connection with the prosecution of the chapter 11 case, bearing in mind that the Court relies on co-counsel such as Kelley & Clements to be involved in all aspects of the bankruptcy case; b. review, revise, and prepare drafts of documents to be filed with the Court as co-counsel to the Debtor; c. appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtor as its co-counsel; d. perform various services in connection with the administration of the chapter 11 case, including, without limitation, (i) prepare motions, certifications of counsel, notices of fee applications, motions and hearings, and hearing binders of documents and pleadings, (ii) monitor the docket for filings and coordinating with McDonald Hopkins on pending matters, (iii) monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, (iv) handle inquiries from creditors, contract counterparties and counsel to parties-in-interest regarding pending matters and the general status of this chapter 11 case and coordinating with McDonald Hopkins on any necessary responses; and (v) provide notice to parties in interest in compliance with the Court's direction; e. interact and communicate with the Court's chambers and the Court's Clerk's Office; f. assist the Debtor and McDonald Hopkins in preparing, reviewing, revising, filing and prosecuting pleadings related to contested matters, executory contracts and unexpired leases, asset sales, plan and disclosure statement issues, and claims administration and resolving objections and other matters relating thereto, to the extent requested by the Debtor or McDonald Hopkins and not duplicative of services being provided by McDonald Hopkins; and g. perform all other services assigned by the Debtor, in consultation with McDonald Hopkins, to Kelley & Clements as co-counsel to the Debtor. Kelley & Clements will be paid based upon its normal and usual hourly billing rates. Prior to the Petition Date, the Debtor made retainer payments to the Firm totaling $17,355, which funds were deposited in the Firm's trust account. Kelley & Clements invoiced the Debtor for fees and expenses during that time period of $16,802, leaving a retainer balance of $553. Kelley & Clements will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles N. Kelley, Jr., partner of Kelley & Clements LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kelley & Clements can be reached at: Charles N. Kelley, Jr., Esq. KELLEY & CLEMENTS LLP PO Box 2758 Gainesville, GA 30503 Telephone: (678) 567-6120 E-mail: ckelley@kelleyclements.com About American Home Products American Home Products LLC -- https://www.louvershop.com/ -- is the holding company for The Louver Shop. It provides custom interior plantation shutters, exterior shutters, and window treatments. American Home Products, based in Gainesville, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-21054) on May 29, 2019. In the petition signed by Gregory Bangs, chief financial officer, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. James R. Sacca oversees the case. Sean D. Malloy, Esq., at McDonald Hopkins LLC, serves as bankruptcy counsel to the Debtor. Kelley & Clements LLC, serves as co-counsel. Wayne Tanner of Aurora Management Partners, Inc., as CRO. AMERICAN HOME: Seeks to Hire McDonald Hopkins as Counsel -------------------------------------------------------- American Home Products LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ McDonald Hopkins LLC, as counsel to the Debtor. American Home requires McDonald Hopkins to: (a) file and monitor the Debtor's chapter 11 case; (b) advise the Debtor of its obligations and duties as debtor in possession; (c) execute the Debtor's decisions by filing with the Court motions, objections, and other relevant documents; (d) appear before the Court on all matters in the bankruptcy case relevant to the interests of the Debtor; (e) assist the Debtor in the administration of the chapter 11 case; and (f) take such other actions as are necessary to protect the rights of the Debtor's estate. McDonald Hopkins will be paid at these hourly rates: Members $350 to $850 Of Counsel $315 to $815 Associates $215 to $455 Paralegals $160 to $320 Law Clerks $45 to $100 During the 5 months prior to the Petition Date, the Debtor paid McDonald Hopkins a total of $199,703 in fees and $1,334 in reimbursement of actual expenses incurred. As of the Petition Date, McDonald Hopkins is not holding a retainer and has written off $6,056 in fees incurred prior to the Petition Date. McDonald Hopkins will also be reimbursed for reasonable out-of-pocket expenses incurred. Sean D. Malloy, a partner at McDonald Hopkins, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McDonald Hopkins can be reached at: Sean D. Malloy, Esq. Michael J. Kaczka, Esq. Maria G. Carr, Esq. McDONALD HOPKINS LLC 600 Superior Avenue, E. Suite 2100 Cleveland, OH 44114 Tel: (216) 348-5400 Fax: (216) 348-5474 E-mail: smalloy@mcdonaldhopkins.com mkaczka@mcdonaldhopkins.com mcarr@mcdonaldhopkins.com About American Home Products American Home Products LLC -- https://www.louvershop.com/ -- is the holding company for The Louver Shop. It provides custom interior plantation shutters, exterior shutters, and window treatments. American Home Products LLC, based in Gainesville, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-21054) on May 29, 2019. In the petition signed by CFO Gregory Bangs, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. James R. Sacca oversees the case. Sean D. Malloy, Esq., at McDonald Hopkins LLC, serves as bankruptcy counsel to the Debtor. Kelley & Clements LLC, is co-counsel. Wayne Tanner of Aurora Management Partners, Inc., is the chief restructuring officer. ANGELS FOR KIDS: Seeks to Hire OCP Financial as Accountant ---------------------------------------------------------- Angels For Kids on Call 24/7, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ OCP Financial Corp., as accountant to the Debtor. Angels For Kids requires OCP Financial to: a. assist with the preparation of monthly operating reports during the course of the bankruptcy proceedings; b. perform general accounting services, create and maintain records of monthly or annual income and expenses; c. prepare federal and state tax returns; and d. provide accounting advice to the Debtor. OCP Financial will be paid at the hourly rate of $75. OCP Financial will also be reimbursed for reasonable out-of-pocket expenses incurred. Orlando Piedra, a partner at OCP Financial, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. OCP Financial can be reached at: Orlando Piedra OCP FINANCIAL CORP. 5394 SW 119 Ave. Ft. Lauderdale, FL 33330 Tel: (954) 708-6907 E-mail: piedraandassoc@yahoo.com About Angels For Kids on Call 24/7 Angels For Kids On Call 24/7, Inc. -- https://www.angelsforkidsoncall.com/ -- is a for-profit behavioral health company located in Orlando, Florida. The Company provides treatment of mood disorder, disorders first diagnosed in childhood, behavioral disorders, trauma, stress and poor health, substance and social reality problems. Its target population is high-risk, diverse and in need of immediate care. While the Company is uniquely suited to specialize in child and adult care, it offers a range of treatments for people of all age ranges. Angels For Kids On Call 24/7, based in Orlando, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-03262) on May 16, 2019. In the petition signed by John Valencia, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Karen S. Jennemann oversees the case. Aldo G. Bartolone, Jr., Esq., at Bartolome Law, PLLC, serves as bankruptcy counsel to the Debtor. APELLIS PHARMACEUTICALS: Amends SFJ Development Funding Agreement ----------------------------------------------------------------- Apellis Pharmaceuticals, Inc., has entered into an amendment to the development funding agreement with SFJ Pharmaceuticals Group under which SFJ agreed to pay the Company an additional $20 million to support the development of APL-2 for the treatment of patients with PNH. This payment is not a part of, and is in addition to, the Additional Funding. The Company previously entered into a development funding agreement with SFJ under which SFJ agreed to provide funding to the Company to support the development of APL-2 for the treatment of patients with paroxysmal nocturnal hemoglobinuria. Under the agreement, SFJ (i) paid the Company $60 million following the signing of the agreement and (ii) agreed to pay the Company up to an additional $60 million in the aggregate in three equal installments upon the achievement of specified development milestones with respect to the Company's Phase 3 program for APL-2 in PNH and subject to the Company having cash resources at the time sufficient to fund at least 10 months of the Company's operations. The Company agreed to make an aggregate of $195 million in payments to SFJ following regulatory approval of APL-2 for the treatment of PNH by the U.S. Food and Drug Administration or the European Medicines Agency (or $390 million if regulatory approval is granted by the FDA and the EMA). In addition, upon the mutual agreement of the Company and SFJ, at any time after the earlier of the date that the Company has reviewed the primary endpoint data from its PEGASUS Phase 3 trial of APL-2 in patients with PNH and March 31, 2020, SFJ may fund an additional $50 million of the Company's development costs (the "Additional Funding"). In connection with this additional payment, the Company agreed to increase the amount it will pay to SFJ upon regulatory approval by the FDA or the EMA by $35 million (or $70 million if regulatory approval is granted by the FDA and the EMA). The additional amount will be paid to SFJ following regulatory approval in one initial payment and six additional annual payments that will paid at the same times as the post-approval payments due to SFJ under the original agreement, with the majority of the payments being made from the third anniversary to the sixth anniversary of regulatory approval and the specific amount of each annual payment being determined by the timing of the regulatory approval. The Company also agreed to increase the cap on the amount the Company will be obligated to pay to SFJ in the event that SFJ terminates the agreement due to specified fundamental breaches or the Company's bankruptcy from $308 million to $365 million. About Apellis Headquartered in Crestwood, Kentucky, Apellis Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company focused on the development of novel therapeutic compounds for the treatment of a broad range of life-threatening or debilitating autoimmune diseases based upon complement immunotherapy through the inhibition of the complement system at the level of C3. Apellis is the first company to advance chronic therapy with a C3 inhibitor into clinical trials. Apellis incurred net losses of $127.50 million in 2018, $51 million in 2017, and $27.12 million in 2016. As of March 31, 2019, the Company had $318.35 million in total assets, $93.59 million in total liabilities, and $224.75 million in total stockholders' equity. The report of Ernst & Young, LLP on the Company's financial statements as of and for the fiscal year ended Dec. 31, 2018 includes an explanatory paragraph stating that the Company has recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. APEX XPRESS: Trustee Hires Fox Rothschild as Attorney ----------------------------------------------------- Catherine E. Youngman, the Liquidating Trustee of Apex Xpress, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Fox Rothschild LLP, as attorney to the Liquidating Trustee. The Liquidating Trustee requires Fox Rothschild to: a. investigate and prosecute claims on behalf of the Trustee and the Debtor's estate; b. prepare notices, applications, motions, certifications, and complaints, and the prosecution or settlement thereof, on behalf of and for the benefit of the Trustee and the Debtor's estate; c. assist the Trustee in connection with the liquidation of the assets of the estate as is appropriate under the circumstances; d. prepare correspondence to and attend conferences with the Debtor and creditors of the estate, the Court, the Office of the U.S. Trustee and parties in interest; and e. provide any other legal services that is necessary and proper to assist the Trustee in carrying out his duties in the administration of the estate. Fox Rothschild will be paid at these hourly rates: Partners $400 to $675 Associates $250 to $450 Paralegals $215 to $315 Fox Rothschild will also be reimbursed for reasonable out-of-pocket expenses incurred. Cathi Brown, a partner at Fox Rothschild, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fox Rothschild can be reached at: Cathi Brown, Esq. FOX ROTHSCHILD LLP 49 Market Street Morristown, NJ 07960 Tel: (973) 992-4800 Fax: (973) 992-9125 About Apex Xpress, Inc. Apex Xpress, Inc., formerly known as Apex Trucking, provides transportation services. The Company offers copier, car, and motorcycle transportation services, as well as warehousing, copier installation, prepping, flatbed and building services. The Company has locations in Secaucus, New Jersey, Brooklyn, Maryland and Brockton, Massachusetts. Apex Xpress filed for bankruptcy protection (Bankr. D.N.J. Case No. 18-13134) on Feb. 16, 2018. In the petition signed by Robert M. Cerchione, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Hon. Stacey L. Meisel oversees the case. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as its legal counsel, and Argus Management Corporation as its financial advisor. On May 19, 2018, an order was entered approving the appointment of Kenneth J. DeGraw, as the examiner of Apex Xpress. The Examiner hired Mellinger Sanders & Sanders, LLC, as his legal counsel, and Withum Smith & Brown, PC, as his accountant. ARCHBISHOP OF AGANA: Committee Hires Cornerstone as Appraiser ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Archbishop of Agana seeks authorization from the U.S. Bankruptcy Court for the District of Guam to retain Cornerstone Valuation Guam, Inc., as real estate appraiser and consultant to the Committee. The Committee requires Cornerstone to: -- appraise the Debtor's real property, conduct market analyses of similar properties, and determine the appropriate value of the real property; -- evaluate the proper techniques for appraising, marketing, and negotiate the Debtor's real property; -- research and review title reports and documents related to the sale of the property; -- draft reports regarding the appropriate price for the Debtor's real property; and -- provide other similar services as necessary to assist the Committee with respect to the valuation, assessment, and analysis of the Debtor's real property. Cornerstone will be paid at the hourly rate of $300, plus 5% Guam gross receipt tax. Cornerstone will also be reimbursed for reasonable out-of-pocket expenses incurred. Siska S. Hutapea, president of Cornerstone Valuation Guam, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cornerstone can be reached at: Siska S. Hutapea CORNERSTONE VALUATION GUAM, INC. 710 Marine Corps Drive Hagatna, Guam 96910 Tel: (671) 989-9288 About Archbishop of Agana Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/ -- is an ecclesiastical territory or diocese of the Catholic Church in the United States. It comprises the United States dependency of Guam. The Diocese of Agana was established on Oct. 14, 1965, as a suffragan of the Archdiocese of San Francisco, California. It is a tax-exempt entity (as described in 26 U.S.C. Section 501). The Archbishop of Agana, also known as the Roman Catholic Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude Byrnes, S.T.D., Archbishop of Agana, signed the petition. The Archdiocese scheduled $22,962,686 in assets and $45,662,941 in liabilities as of the bankruptcy filing. The Hon. Frances M. Tydingco-Gatewood is the case judge. The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy counsel, and John C. Terlaje, Esq., as special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 6, 2019. The Committee retained Stinson Leonard Street LLP as bankruptcy counsel, and The Law Offices of William Gavras as local counsel. ATLAS STONE: Quilling Selander Represents CoB and CoI ----------------------------------------------------- In the Chapter 11 case of Atlas Stone Distribution, Inc., the law firm of Quilling, Selander, Lownds, Winslett & Moser, P.C., submitted a verified statement pursuant to F.R.B.P. Rule 2019 to disclose that it has been asked to represent these creditors: a. Fortuna Granitos Corporation, b. Colors of Brazil, LLC, and c. Colors of India, LLC. The Parties hold claims against the Debtor arising before and after the Petition Date based upon common law, contractual agreements, property interests, and goods and services provided to the Debtor. CoB and CoI are plaintiffs in a lwsuit against, among others, the Debtor. The firm can be reached at: Quilling, Selander, Lownds, Winslett & Moser, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 871-2100 Fax: (214) 871-2111 A copy of the Rule 2019 filing is available at PacerMonitor.com at https://is.gd/mYQzeA About Atlas Stone Distribution Atlas Stone Distribution, Inc., is a wholesaler of stone, cement, lime, construction sand, gravel and other construction materials. Atlas Stone Distribution, based in Carrollton, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-31006) on March 22, 2019. In the petition signed by Rajendra Pahuja, president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Stacey G. Jernigan oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy counsel. Paul Lufkin of CMA Partners, LLC, is the chief operating officer to the Debtor. AVRICORE HEALTH: Operating Losses Casts Going Concern Doubt ----------------------------------------------------------- Avricore Health Inc., formerly known as VANC Pharmaceuticals Inc., filed its Form 6-K, disclosing a net loss and comprehensive loss of CAD599,987 on CAD124,442 of net sales for the three months ended Sep. 30, 2017, compared to a net loss and comprehensive loss of CAD314,181 on CAD399,311 of net sales for the same period in 2016. At Sep. 30, 2017 the Company had total assets of CAD1,419,166, total liabilities of CAD213,253, and CAD1,205,913 in total shareholders' equity. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations, which commenced in the last quarter of fiscal year 2015, or raise additional financing to cover ongoing cash requirements. A copy of the Form 6-K is available at: https://is.gd/f9nHo4 Avricore Health Inc. manufactures and sells over-the-counter (OTC) products in Canada. The company’s OTC products portfolio includes Hema-Fer, a natural iron supplement for use in pregnancy; CortiVera-H & SennAce creams and ointments to pharmacies; Ferrous Fumarate tablets and capsules; and Cortivera and Cortivera Plus creams and ointments for a range of minor skin irritations, allergic reactions, and eczema. It also distributes INSTI HIV 1/HIV 2 rapid antibody tests; and PhytoCann Complex, a blend of non-cannabis phytocannabinoids, along with other ingredients that support the endocannabinoid system. The company was formerly known as Vanc Pharmaceuticals Inc. and changed its name to Avricore Health Inc. in October 2018. Avricore Health Inc. was founded in 1996 and is headquartered in Vancouver, Canada. BANNER MATTRESS: Creditors' Panel Hires Buchalter as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Banner Mattress, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Buchalter, a Professional Corporation, as counsel to the Committee. The Committee requires Buchalter to: a. advise and consult with the Committee concerning legal and practical questions arising in this case and concerning the rights and remedies of the Committee with regard to property of the estate; claims asserted against the Debtor and its estate, and claims the Debtor and its estate may hold against third parties; b. appear in, prosecute and defend suits and proceedings concerning the property of the estate or matters relating thereto; c. take all necessary and proper steps in other matters involving or connected with the affairs of the estate; d. prepare on behalf of the Committee necessary applications, motions, pleadings, orders, reports and other papers required to be filed in or in connection with the Debtor's chapter 11 case; and e. perform all other legal services for the Committee that may be necessary. Buchalter will be paid at these hourly rates: Bernard D. Bollinger, Jr., Shareholder $625 Brian T. Harvey, Senior Counsel $450 Mirco Haag, Associate $325 Buchalter will also be reimbursed for reasonable out-of-pocket expenses incurred. Bernard D. Bollinger, Jr., partner of Buchalter, a Professional Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Buchalter can be reached at: Bernard D. Bollinger, Jr., Esq. Brian T. Harvey, Esq. BUCHALTER, A PROFESSIONAL CORPORATION 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017-2457 Tel: (213) 891-0700 Fax: (213) 896-0400 E-mail: bbollinger@buchalter.com bharvey@buchalter.com About Banner Mattress Banner Mattress -- https://bannermattressonline.com/ -- is a family owned and operated California mattress manufacturer and retailer. The Company designs, manufactures, and delivers mattresses directly to consumers. Every Banner mattress is designed and built for a specific sleep comfort need. Banner Mattress sources most of its raw materials from local Southern California manufacturers and suppliers. The Company was founded in 1912 and has more than 15 retail locations. Banner Mattress, Inc., based in Colton, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-13381) on April 22, 2019. In the petition signed by CEO Eugene Scorziell, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Scott C. Clarkson oversees the case. Weintrub & Selth, APC, serves as bankruptcy counsel to the Debtor. On May 16, 2019, the Office of the U.S. Trustee appointed the Official Committee of Unsecured Creditors of Banner Mattress. The Committee retained Buchalter, a Professional Corporation, as counsel. BELK INC: S&P Lowers ICR to 'CCC' on Increased Refinancing Risk --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based regional department store operator Belk Inc. to 'CCC' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's senior secured term loan to 'CCC' from 'B-'. The '3' recovery rating is unchanged. The downgrade reflects Belk's weakened competitive standing on soft operating results and deteriorated profits. It also reflects S&P's view that Belk's capital structure is unsustainable as maturities get closer, including the company's asset-based lending (ABL) revolver that matures in December 2020 and first lien term debt that matures in December 2022. "Given the weak business trends and upcoming maturities, we believe a proactive restructuring is increasingly likely," S&P said. "Additionally, we believe distressed trading on the company's term loan creates an economic incentive for the company to purchase the debt below par, which we may consider tantamount to a default in the future." The negative outlook reflects S&P's view that the company could pursue a debt exchange that the rating agency would view as distressed in the next 12 months. The negative outlook also considers S&P's expectation that financial performance will remain under pressure amid difficult operating conditions in the department store space. "We could lower the rating if we view the prospect of a default or restructuring as likely over the upcoming six months. This could occur if the company's operating performance deteriorates, resulting in persistent negative FOCF, while the maturity of its ABL revolver continues to loom, challenging the company's near-term liquidity position," S&P said. "We could take a positive rating action if the company demonstrates improving liquidity and substantial earnings growth such that we believe a refinancing of all debt instruments at par is likely," the rating agency said. BLACK PRESS: S&P Withdraws 'CCC+' Long-Term ICR on Recapitalization ------------------------------------------------------------------- S&P Global Ratings on June 10 withdrew its 'CCC+' long-term issuer credit rating and negative outlook on Black Press Ltd. at the issuer's request following the company's recent recapitalization. BRITLIND OIL: Unsecured Creditors to Get 75% of Net Income ---------------------------------------------------------- Britlind Oil, LLC, filed a Chapter 11 plan and accompanying disclosure statement. Class 8 Claimants (Allowed Unsecured Claims) are impaired and shall be satisfied as follows: The Unsecured Creditors will share pro-rata in the Unsecured Creditor's Pool. The Debtor will pay into the Unsecured Creditors Pool an amount equal to 75% of the net income received by the Debtor under the New Lease Agreement for a period of 60 months commencing 90 days after the Effective Date. The Debtor shall make payments into the Unsecured Creditors Pool for a period of 60 months or until the Allowed Unsecured Creditors have been paid in full whichever comes first. The Class 8 creditors are impaired under this Plan. The Debtor's major assets consists of the disputed interest in the Lease and Sublease. At the present time, the Lease and Sublease have no value. If the Plan is approved the Debtor shall maintain a 25% working interest in the New Lease Agreement which will provide the Debtor will the funds necessary, along with the commitments from Bushwood, to repay all the Debtor's creditors in full. A full-text copy of the Disclosure Statement dated May 27, 2019, is available at https://tinyurl.com/y52jlqze from PacerMonitor.com at no charge. About Britlind Oil Britlind Oil, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 18-33693) on Nov. 7, 2018, disclosing less than $1 million in assets and liabilities. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. BURKHALTER RIGGING: Committee Files Verified Statement ------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Burkhalter Rigging, Inc., et al., filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. On Feb. 19, 2019, the United States Trustee appointed the Committee pursuant to 11 U.S.C. Sec. 1102. The Committee is currently comprised of five members: (i) Tortorigi Transport, LLC; (ii) MARMAC, LLC d/b/a McDonough Marine Service; (iii) Fagioli, Inc.; (iv) Trinity Logistics, Inc.; and (v) Capital City Group, Inc. Effective as of Feb. 21, 2019, the Committee selected Lugenbuhl, Wheaton, Peck, Rankin & Hubbard to serve as its counsel in connection with the case. As part of the Rule 2019 filing, the Committee disclosed the economic interests held by its members as of April 5, 2019: 1. Tortorigi Hauling, Inc. PO Box 96 Trussville, AL 3517 * Trade debt for goods, services, and/or labor provided to one or more of the Debtors: $564,381 2. MARMAC, LLC, d/b/a McDonough Marine Service 3500 N. Causeway Blvd., Suite 900 Metairie, LA 70002 * Trade debt for goods, services, and/or labor provided to one or more of the Debtors: $533,361.95 3. Fagioli, Inc. 21310 Highway 6 Manvel, TX 77578 * Trade debt for goods, services, and/or labor provided to one or more of the Debtors: $401,688 4. Trinity Logistics, Inc. 50 Fallon Ave. Seaford, DE 18873 * Trade debt for goods, services, and/or labor provided to one or more of the Debtors: $348,531 5. Capital City Group, Inc. 2299 Performance Way Columbus, OH 43207 * Trade debt for goods, services, and/or labor provided to one or more of the Debtors: $1,808,534. The firm can be reached at: Benjamin W. Kadden, Esq. Stewart F. Peck, Esq. Meredith S. Grabill, Esq. Joseph P. Briggett, Esq. James W. Thurman, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 E-mail: bkadden@lawla.com speck@lawla.com mgrabill@lawla.com jbriggett@lawla.com jthurman@lawla.com About Burkhalter Rigging Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and Burkhalter Specialized Transport, LLC, each filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-30495) on Jan. 31, 2019. In the petition signed by Brooke Burkhalter, president, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Marvin Isgur. Marcus Alan Helt, Esq., at Foley & Lardner LLP, is the Debtor's counsel. Dacarba LLC, as chief restructuring officer. National Transaction Advisors, Inc., as financial advisor and investment banker. Henry Hobbs Jr., acting U.S. trustee, appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 19, 2019. The committee tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its legal counsel, and Stout Risius Ross, LLC as its financial advisor. BURKHALTER RIGGING: Miller Law Firm Represents Ceres and Calumet ---------------------------------------------------------------- Pursuant to the provisions of Rule 2019(a) of the Federal Rules of Bankruptcy Procedure, Bobby R. Miller, Jr. of The Miller Law Firm, PLLC, filed a verified statement of his firm's multiple representations in Burkhalter Rigging, Inc., et al.'s cases of two entities that provided prepetition goods/services to one or more of the Debtors: .1. Ceres Consulting, L.L.C. Attn: Diana Szolga 3808 Cookson Road East Saint Louis, IL 62201 2. Calumet River Fleeting, Inc. Attn: Terry Hoeckendorff 10048 South Indianapolis Avenue P.O. Box 178180 Chicago, IL 60617 The claims of the Parties against one or more of the Debtors in this case include, but are not necessarily limited to, claims for unpaid goods and services provided to one or more of the Debtors. The amounts of these claims are currently subject to analysis and calculation by the Parties. The firm can be reached: THE MILLER LAW FIRM, PLLC Bobby R. Miller, Jr. 2660 West Park Drive, Suite 2 Paducah, KY 42001 Tel: (270) 554-0051 Fax: (866) 578-2230 E-mail: bmiller@millerlaw-firm.com About Burkhalter Rigging Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and Burkhalter Specialized Transport, LLC, each filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-30495) on Jan. 31, 2019. In the petition signed by Brooke Burkhalter, president, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Marvin Isgur. Marcus Alan Helt, Esq., at Foley & Lardner LLP, is the Debtor's counsel. Dacarba LLC, as chief restructuring officer. National Transaction Advisors, Inc., as financial advisor and investment banker. Henry Hobbs Jr., acting U.S. trustee, appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 19, 2019. The committee tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its legal counsel, and Stout Risius Ross, LLC as its financial advisor. C21 INVESTMENTS: Going Concern Doubt on SSC, SSR Raised ------------------------------------------------------- C21 Investments Inc. filed its Form 6-K, disclosing a $5,598,252 net income of Silver State Cultivation, LLC and Silver State Relief, LLC, on $12,314,665 of revenues for the six months ended Dec. 31, 2018. At Dec. 31, 2018, SSC and SSR had total assets of $3,077,028, total liabilities of $984,269, and $2,092,759 in Members Equity. On January 16, 2019, C21 Investments completed the acquisition (the "Acquisition") from Sonny Newman (the "Vendor") of a 100% membership interest and all capital accounts (together, the "Membership Interests") in each of Silver State Cultivation LLC ("SSC") and Silver State Relief LLC ("SSR" and, together with SSC, the "Acquired Companies"). SSC is a limited liability company formed under the laws of Nevada and is the owner and operator of a 155,000 square-foot fully licensed cannabis cultivation and production facility and related assets located in Sparks, Nevada (the "Cultivation Facility"). SSR is a limited liability company formed under the laws of Nevada and is the owner and operator of an 8,000 square- foot retail cannabis sales facility and related assets located in Sparks, Nevada (the "Dispensary Facility"). The Dispensary Facility has 21 points of sale and serves over 36,000 customers per month. Together, SSC and SSR are an established and profitable, vertically integrated cannabis cultivation, processing and retailing operation with trailing 12-month revenue of US$24.5 million. The Acquisition was effective January 1, 2019, subject only to receipt of final Nevada State governmental consent; and was fully completed on January 15, 2019 upon the receipt of the approval of the Nevada Department of Taxation. January 1 is used as the "acquisition date" for accounting purposes. The audit report of CohnReznick LLP states that although the nature of the Acquired Companies' business is legalized within the State of Nevada, it is considered to be an illegal activity under the Controlled Substances Act of the United States of America. The Companies are subject to certain significant risks and uncertainties associated with conducting operations subject to conflicting federal, state and local laws in an industry with a complex regulatory environment which is continuously evolving. These risks and uncertainties include the risk that all of the Companies' assets are potentially subject to seizure or confiscation by governmental agencies and the uncertainty that regulatory changes might adversely affect the Companies' operations, or possibly even compel the Companies to cease their operations. These matters raise substantial doubt about the Companies' ability to continue as going concern. A copy of the Form 6-K is available at: https://is.gd/tl4wxJ CALMARE THERAPEUTICS: "GEOMC" Case Moved Back to District Court --------------------------------------------------------------- The United States Court of Appeals for the Second Circuit issued on June 4, 2019, its mandate in accordance with Federal Rule of Appellate Procedure 41, transferring jurisdiction of the case filed by GEOMC Co., Ltd. against Calmare Therapeutics Incorporated back to the District Court for further proceedings. As set forth in Calmare Therapeutics's Form 10-K for the fiscal year ended Dec. 31, 2016, on Aug. 22, 2014, GEOMC filed a complaint against the Calmare Therapeutics in the U.S. District Court for the District of Connecticut. The complaint alleges that the Company and GEOMC entered into a security agreement whereby in exchange for GEOMC's sale and delivery of the Scrambler Therapy devices, the Company would grant GEOMC a security interest in the Devices. Among other allegations, GEOMC claims that the Company has failed to comply with the terms of the security agreement and seeks an order to the Court to replevy the Devices or collect damages. On Sept. 29, 2017, the District Court entered a final judgment that awarded GEOMC, among other relief, monetary damages of $4,673,406, in addition to pre-judgment interest of $5,678,764, with both amounts totaling $10,352,170. Calmare appealed the judgment to the United States Court of Appeals for the Second Circuit. On March 12, 2019, the United States Court of Appeals for the Second Circuit vacated the District Court's judgment and remanded the case to the District Court for further proceedings. About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc. -- http://www.calmaretherapeutics.com/-- researches, develops and commercializes chronic, neuropathic pain and wound affliction devices. The Company's flagship medical device -- the Calmare Pain Therapy Device -- is a non-invasive and non-addictive modality that can successfully treat chronic, neuropathic pain. The Company holds a U.S. Food & Drug Administration 510k clearance designation on its flagship device, which grants it the exclusive right to sell, market, research and develop the medical device in the United States. The Calmare Devices are commercially sold to medical practices throughout the world. They are also found in U.S. military hospitals, clinics and on installations. Mayer Hoffman McCann CPAs, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficit at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Calmare reported a net loss of $3.82 million for the year ended Dec. 31, 2016, compared to a net loss of $3.67 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Calmare had $3.88 million in total assets, $17.69 million in current total liabilities and a total shareholders' deficit of $13.81 million. CAREVIEW COMMUNICATIONS: Board Approves Bylaws Amendment -------------------------------------------------------- The Board of Directors of CareView Communications, Inc., has approved an amendment to the Bylaws of the Company to amend and restate in its entirety Article II, Section 8 of the Bylaws, effective April 11, 2019, to read as follows: "Section 8 - Action Without A Meeting: (Section 78.320) Unless otherwise provided for in the Articles of Incorporation of the Corporation, any action may be taken without a meeting, without prior notice and without a vote if written consents are signed by the shareholders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted." Prior to the Bylaw Amendment, Article II, Section 8 of the Bylaws read as follows: "Section 8 – Action Without a Meeting: (Section 78.320) Unless otherwise provided for in the Articles of Incorporation of the Corporation, any action to be taken at any annual or special shareholders' meeting may be taken without a meeting, without prior notice and without a vote if written consents are signed by a majority of the shareholders of the Corporation, except however if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, then that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation." About CareView Communications CareView Communications, Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally. The Company's corporate offices are located at 405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067. Careview Communications reported a net loss of $16.07 million for the year ended Dec. 31, 2018, compared to a net loss of $20.07 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $8.21 million in total assets, $89.04 million in total liabilities, and a total stockholders' deficit of $80.83 million. BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2010, 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, stating that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CENTER FOR PLASTIC: Hires Gordon Law Firm as Counsel ---------------------------------------------------- Center For Plastic Surgery, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ The Gordon Law Firm, PC, as counsel to the Debtor. Center For Plastic requires Gordon Law Firm to represent and provide legal services in connection with the Chapter 11 bankruptcy proceedings. Gordon Law Firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sims W. Gordon, Jr., partner of The Gordon Law Firm, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gordon Law Firm can be reached at: Sims W. Gordon, Jr., Esq. THE GORDON LAW FIRM, PC 400 Galleria Parkway, SE, Suite 1500 Atlanta, GA 30339 Tel: (770) 955-5000 E-mail: law@gordonlawpc.com About Center For Plastic Surgery Center for Plastic Surgery, Inc., filed a voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-52386) on Feb. 11, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Sims W. Gordon, Jr., Esq., at the Gordon Law Firm PC. CIFGO INC: July 17 Hearing on Plan Confirmation ----------------------------------------------- Confirmation hearing of CIFGO, Inc.'s Chapter 11 Plan is on July 17, 2019 at 10:00 a.m. The Proponent's deadline for serving this order, disclosure statement, plan, and ballot on June 7, 2019 (40 days before Confirmation Hearing) Deadline for objections to claims on June 7, 2019 (40 days before Confirmation Hearing) Deadline for objections to confirmation on July 3, 2019 (14 days before Confirmation Hearing) Deadline for filing ballots accepting or rejecting plan on July 3, 2019 (14 days before Confirmation Hearing) About CIFGO, Inc. Based in Miramar, Florida, CIFGO, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-1908) on July 27, 2018, listing less than $1 million in both assets and liabilities. Guillermo A. Blanco, president signed the Petition. Mary Jo Rivero, P.A., led by principal Mary Jo Rivero, Esq., serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Debtor's case. CLOUD I Q LLC: Hires McConnell Valdes as Puerto Rico Counsel ------------------------------------------------------------ Cloud I Q, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ McConnell Valdes LLC, as local Puert Rico counsel to the Debtor. Cloud I Q, LLC requires McConnell Valdes to: a. act as co-counsel to the Debtor's Bankruptcy attorneys in Puerto Rico on any matters or issues that may need to be Pursued in the Commonwealth of Puerto Rico, which includes the pursuit of any actions necessary to be pursued for the protection of Debtor's rights or interests; and b. provide any acts necessary to further Debtor's reorganization endeavors, in Puerto Rico, and otherwise advise and assist with respect to Puerto Rico legal issues and related matters thereto. McConnell Valdes will be paid at these hourly rates: Members $220 to $390 Counsels $185 to $380 Associates $145 to $190 Paralegals $135 to $155 Law Clerks $120 McConnell Valdes will also be reimbursed for reasonable out-of-pocket expenses incurred. Nayuan Zouairabani, partner of McConnell Valdes LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McConnell Valdes can be reached at: Nayuan Zouairabani, Esq. MCCONNELL VALDES LLC 270 Ave. Luiz Munoz Rivera, 7th Floor San Juan, PR 00918 Tel: (787) 759-9292 About Cloud I Q LLC Cloud I Q LLC, a Wisconsin-based IT solution provider, filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 19-23680) on April 19, 2019. In the petition signed by Jason Neilitz, member, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Michael G. Halfenger oversees the case. Paul G. Swanson, Esq., at Steinhilber Swanson LLP, serves as bankruptcy counsel. COMSTOCK RESOURCES: S&P Affirms 'B' ICR on Covey Park Acquisition ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Comstock Resources Inc. The rating affirmation follows the company's announcement of its planned acquisition of fellow Haynesville natural gas producer Covey Park Energy LLC. The company will fund the $2.2 billion transaction with bank debt, convertible preferred stock, and common equity. Comstock will also issue equity to Covey Park owner Denham Capital and assume Covey's existing unsecured notes. S&P also affirmed the 'B' issue-level rating on the unsecured notes and revised the recovery rating to '3' from '4', reflecting its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "The rating affirmation reflects Comstock pro forma for the acquisition of Covey Park LLC. While the combined company should benefit from amplified scale and a modest improvement in leverage metrics, its operations are almost entirely concentrated on less-profitable natural gas production and our assessment of its financial risk profile remains aggressive," S&P said. The rating agency forecasts average debt to EBITDA of around 3x and anticipates RBL borrowings to exceed 80% of commitments at deal closing. Furthermore, the rating incorporates operational integration risk as well as Comstock's general risk management history. The stable outlook reflects S&P's expectation that the company will maintain at least adequate liquidity while sustaining FFO to debt above 20% over the next 12 months as it integrates the Covey Park acquisition and continues to develop its Haynesville properties. "We could lower the rating if liquidity drops below a level we deem adequate or if Comstock's FFO to debt declines below 20% on a sustained basis. We could envision this scenario if commodity prices fall and Comstock relies predominantly on its revolving credit facility to fund capital spending or production and costs are weaker than our current projections," S&P said. "We could raise the rating if the combined company exhibits strong operational execution and further develops its proved reserve base while demonstrating the ability to operate within or above internally generated cash flows. The company would also need to significantly reduce revolver borrowings, maintain at least adequate liquidity and sustain FFO to debt above 20%," S&P said. The rating agency said it could envision this scenario if commodity prices remain within its expectations and Comstock successfully executes on its development plan. CONTURA ENERGY: Moody's Rates New $562MM Secured Term Loan 'B3' --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Contura Energy Inc.'s a new $562 million senior secured term loan due 2024. Proceeds will be used to refinance the company's existing term loan and fund transaction-related fees and expenses. Contura's other ratings are unchanged, including B2 Corporate Family Rating, B2-PD Probability of Default Rating, and SGL-2 Speculative Grade Liquidity Rating. The outlook is unchanged at stable. "The refinancing transaction increases financial flexibility, but represents a credit-negative development because it signals that debt reduction is likely to be less significant than would have been required under the existing credit agreement and allows the company the ability to do more aggressive shareholder returns. However, the debt is prepayable and the company will retain the ability to reduce debt in an unfavorable market environment," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Contura Energy, Inc. Assignments: Issuer: Contura Energy, Inc. Senior Secured Term Loan, Assigned B3 (LGD4) RATINGS RATIONALE The B2 CFR is principally constrained by the inherent volatility in the metallurgical coal industry and ongoing secular decline in the thermal coal industry that make it challenging to operate with a leveraged balance sheet over the rating horizon. The rating also reflects ongoing regulatory pressures on the coal mining industry despite improved political support since late 2016, inherent geologic and operational risks associated with mining, and environmental and social risks specific to the coal industry. The rating benefits from moderate operating diversity, meaningful coal reserves, access to multiple transportation options, relatively strong credit metrics, including pro forma adjusted financial leverage in the mid-2 times (Debt/EBITDA) for the twelve months ended 31 March 2019, and good liquidity. Contura's rating also considers meaningful legacy liabilities, including some mining-specific items, such asset retirement obligations related to the impact of coal mining on the environment, and coal-specific items, such as black lung liabilities related to negative health impacts on mining employees. Moody's expects that credit metrics will remain well-positioned for the rating over the next several quarters, including adjusted financial leverage between 2.0-2.5x (Debt/EBITDA). Moody's expects that prices for low-volatility metallurgical coal will remain above its medium term price sensitivity range of $110-$170/metric ton in the near-term, which will enable Contura to generate EBITDA meaningfully above expected fixed charges, and support significant free cash flow generation while metallurgical coal prices remain relatively high. Contura's metallurgical coal is mostly high-vol A, which has been trading recently above the benchmark for low-vol coal, and high-vol B coals that price at a discount to low-vol coals. Met coal is the dominant driver of the company's earnings and cash flow. Given the near-term expectations for met coal prices and the company's expected financial performance, combined with the company's good liquidity position, the rating incorporates some tolerance for shareholder returns using a portion of the company's excess cash balances and a portion of internally-generated free cash flow. Contura's new term loan is expected to provide significantly more flexibility to pursue shareholder returns. The new credit agreement contains a provision that allows unlimited share repurchases if the company's pro forma total leverage ratio remains below 3.0x and does not include an excess cash flow sweep provision. The company also adopted a capital return program that allows up to $250 million of share repurchases and dividends. In exchange for greater financial flexibility, the company will pay up front fees initially and additional interest on an ongoing basis. The pricing on the new term loan is L+700 with a step up to L+800 in two years, compared to L+500 for dollar-denominated borrowings on the company's existing term loan. The SGL-2 Speculative Grade Liquidity Rating reflects good liquidity to support operations over the next 12-15 months. The company has nearly $400 million of available liquidity at March 31, 2019, including $182 million of cash and, after considering $29 million of letters of credit, $196 million of availability under an undrawn $225 million asset-based revolving credit facility. The ABL has a minimum fixed charge coverage ratio of 1.0x that is only tested when excess availability falls below certain thresholds. The new first lien term loan does not have any financial maintenance covenants. The stable outlook assumes that Contura will remain on track to generate at least $300 million of EBITDA on an annual basis and maintain at least $200 million of available liquidity, based on the company's current debt capitalization, capital spending plans, and financial policies. Expectations for secular decline in the US thermal coal industry and continued volatility in the metallurgical coal industry limit prospects for a rating upgrade even if key credit metrics strengthen. Moody's could upgrade the rating with a significant reduction in absolute debt, accompanied by further clarity regarding financial policies, or a material improvement in scale and business diversity that helps stabilize expected cash flow generation. Moody's could downgrade the rating with expectations for adjusted financial leverage trending above 3.5x (Debt/EBITDA), free cash flow below $25 million, or less than $100 million of available liquidity. The principal methodology used in this rating was Mining published in September 2018. Following a merger with ANR, Inc. and Alpha Natural Resources Holdings, Inc. in November 2018, Contura now operates 23 underground mines, 9 surface mines and 12 preparation plants in the Northern Appalachia and Central Appalachia regions. Contura produced about 25 million tons of coal in 2018 in Central Appalachia and Northern Appalachia regions, split about evenly between thermal coal and metallurgical coal. The company also has 65% stake in the Dominion Terminal Associates coal export terminal in eastern Virginia. For the twelve months ended March 30, 2019, Contura generated $2.2 billion in revenues. COOLTRADE INC: Plan and Disclosures Hearing Set for July 17 ----------------------------------------------------------- Bankruptcy Judge Brenda K. Martin conditionally approved Cooltrade, Inc.'s disclosure statement in support of its amended chapter 11 plan of liquidation dated May 21, 2019. Objections to the plan and the disclosure statement and ballots accepting or rejecting must be submitted seven calendar days prior to the hearing date set for the confirmation of the plan. The hearing on final approval of the disclosure statement and confirmation of the plan will take place on July 17, 2019, at 01:30 PM at the U. S. Bankruptcy Court, 230 N. First Avenue, 7th Floor, Courtroom 701, Phoenix, Arizona. The Troubled Company Reporter previously reported that all allowed claims will be paid from available cash and proceeds generated from the sale of the Debtor's assets. Payments will be made as established by the priorities of the Bankruptcy Code until funds are exhausted. A copy of the Disclosure Statement dated May 21, 2019 is available at https://tinyurl.com/y58wldl5 from Pacermonitor.com at no charge. About Cooltrade Inc. CoolTrade, Inc. -- http://www.cool-trade.org/-- is the creator of the CoolTrade system, a fully robotic stock trading technology. Released in 2004, CoolTrade has provided thousands with technology for online trading. The CoolTrade Robotic Automated Trader executes strategies 100% on its own. The CoolTrade platform was developed by former Microsoft programmer, Ed Barsano. CoolTrade has partnered with brokers such as TD Ameritrade, E-Trade, AutoShares, and Interactive Brokers. CoolTrade sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11886) on Oct. 6, 2017. In the petition signed by CEO Edward Barsano, CoolTrade estimated assets of less than $50,000 and liabilities of $500 million to $1 billion. The case is jointly administered with the Chapter 11 case (Bankr. D. Ariz. Case No. 17-11887) filed by Mr. Barsano and his wife. Judge Brenda K. Martin presides over the cases. Kahn & Ahart PLLC, Bankruptcy Legal Center (TM) is the bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. CORVALLIS FEED: Hires Patten Peterman as Legal Counsel ------------------------------------------------------ Corvallis Feed & Seed Inc. has filed an amended application with the U.S. Bankruptcy Court for the District of Montana seeking approval to hire Patten Peterman Bekkedahl & Green, PLLC as its legal counsel. The firm will provide general counseling and local representation before the bankruptcy court in connection with the Debtor's bankruptcy case. Patten Peterman will be paid at these hourly rates: James A. Patten $350 Molly S. Considine $200 Other Attorneys $175 to $350 Diane S. Kephart $160 April J. Boucher $125 Phyllis Dah $125 Leanne Beatty $110 Tiffany Bell $110 Patten Peterman is holding the amount of $3,397 in trust on behalf of the Debtor. The firm will also be reimbursed for work-related expenses incurred. James Patten, Esq., a partner at Patten Peterman, assured the court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Patten Peterman can be reached at: James A. Patten, Esq. Patten Peterman Bekkedahl & Green, PLLC 2817 2nd Avenue North, Suite 300 Billings, MT 59103-1239 Tel: (406) 252-8500 Fax: (406) 294-9500 Email: apatten@ppbglaw.com About Corvallis Feed & Seed Corvallis Feed & Seed Inc. owns and operates a farm store that sells pet food and supplies, hardware, electric fencing materials, livestock supplies, and lawn and garden supplies. The company was founded in 1940. Based in Kalispell, Montana, Corvallis Feed & Seed filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 19-60386) on April 26, 2019. In the petition signed by Timothy R. Birk, president, the Debtor disclosed $1,572,425 in assets and $2,175,200 in liabilities. Patten, Peterman, Bekkedahl & Green PLLC, led by James A. Patten, is the Debtor's counsel. COVEY PARK ENERGY: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Covey Park Energy LLC and revised the outlook to stable from positive. The rating actions came after Comstock Resources Inc. announced the acquisition of Covey Park for $2.2 billion in cash, common equity and preferred stock, and assumption of debt. The ratings affirmation reflects the expectation that S&P will equalize its issuer credit rating on U.S.-based Covey Park with those of Comstock (B/Stable/--) following the close of the acquisition. "We are likely to view Covey Park's assets as core to Comstock given their strategic fit to Comstock's development program as well as the owners' additional stakes in the combined entity. We do not anticipate any major obstacles to arise during the closing process," S&P said. "If the transaction is completed as proposed, we anticipate no further changes to the Covey Park's issuer credit rating. The rating will depend on our analysis of the combined entity, including its financial and operating strategies and pro forma credit measures," S&P said. S&P anticipates the close of the acquisition will occur in July 2019. The rating agency will withdraw the ratings on Covey Park at that time. CREATIVE LEARNING: BFT Is New Manager, Mulls Purchase of Business ----------------------------------------------------------------- H. Bruce Bronson, Jr., counsel to Creative Learning Systems, LLC, informed Judge Robert Drain via an F.R.B.P. Rule 2019 disclosure of a change in management of debtor Creative Learning Systems, LLC. According to Mr. Bronson, Annette Cunha is the sole member of the Debtor and the party responsible for the Debtor throughout the bankruptcy. On April 5, 2019, BFT II, LLC, a New York limited liability company, became the manager of the Debtor. BFT, Mr. Bronson relates, is interested in acquiring the Debtor and/or its assets. Having been advised by Cunha in March, it was her intention to shutdown the business operations by the end of March if she were unable to consummate a sale transaction, and having concluded that even a short disruption in the business operations of the Debtor would result in severe and irreversible diminution in the going concern value of the business, BFT offered to take on the responsibility of managing the Debtor. Cunha also advised BFT that she has been personally funding some of the Debtor's essential business expenses such as employee payroll and rent. Cunha further indicated that she was unwilling to continue such funding. Again, BFT offered, subject to further diligence and successful negotiations with the Debtor's landlord to consider financing essential business expenses of the Debtor. Vladimir Breyter is the manager of BFT which now controls the Debtor. BFT is owned by a family member of Breyter. On April 5, 2019, in addition to entering into the Manager's Agreement, an operating agreement of the Debtor was entered into by BFT and Annette Cunha which appoints BFT as manager of the Debtor. The firm can be reached at: BRONSON LAW OFFICES, P.C. H. Bruce Bronson, Jr., Esq. Victoria Lehning, Esq. 480 Mamaroneck Avenue Harrison, NY 10528 Tel: 914-269-2530 Fax: 888-908-6906 E-mail: hbbronson@bronsolaw.net A copy of the Rule 2019 filing is available at PacerMonitor.com at https://is.gd/Wyi2TP About Creative Learning Systems Creative Learning Systems, LLC, which conducts business under the name The Goddard School, has used the most current, academically endorsed methods to ensure that children from six weeks to six years old have fun while learning the skills they need for long-term success in school and in life. Creative Learning Systems filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-23814) on Nov. 26, 2018, estimating under $1 million in both assets and liabilities. The case has been assigned to Judge Robert D. Drain. The Law Office of Rick S. Cowle, P.C., led by principal Rick S. Cowle, is the Debtor's counsel. DIVERSE LABEL: Compass Plastics Objects to Disclosure Statement --------------------------------------------------------------- Alros Products Limited, Ltd., t/a Compass Plastics, filed a Limited Objection and Reservation of Rights to the Disclosure Statement explaining Diverse Label Printing, LLC's Plan of Liquidation Compass Plastics point out that there already exists an Order authorizing Debtor to Pay Section 503(b)(9) Administrative Claims. Compass Plastics further point out that, arguably, given Compass Plastics' compliance with the Bankruptcy Court's Orders respecting the submission and approval of Section 503(b)(9) Claims, its allowed Section 503(b)(9) Administrative Claim should already have been paid. Compass Plastics complains that the Disclosure Statement, which provides the Debtor with additional time to pay allowed Section 503(b)(9) Administrative Claims, is in conflict with the explicit language of the Court's Order at Docket No. 311 respecting Authority to Pay Section 503(b)(9) Administrative Claims, which provides that they are to be paid by no later than the Effective Date of any Plan. Compass Plastics submits that the Disclosure Statement is inconsistent with previously entered Final Orders of this Court and misleading in its explanation of matters involving potential challenges to allowed Claims. Counsel for Compass Plastics: John R. Gotaskie, Jr., Esq. Fox Rothschild LLP 500 Grant Street, Suite 2500 Pittsburgh, PA 15219 Tel: (412) 391-1334 Email: jgotaskie@foxrothschild.com -- and -- Felton E. Parrish, Esq. Hull & Chandler, P.A. 1001 Morehead Square Drive, Suite 450 Charlotte, NC 28203 Tel: (704) 375-8488 Email: fparrish@lawyercarolina.com About Diverse Label Printing Diverse Label Printing, LLC, a company in Burlington, North Carolina, specializes in producing labels for food, food processing, supermarket, consumer goods, and other uses. Diverse Label sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the petition signed by CEO Ed Bidanset, the Debtor disclosed $15,750,989 in assets and $10,499,186 in liabilities. Judge Catharine R. Aron oversees the case. The Debtor tapped Northen Blue, LLP as its legal counsel, and Nelson & Company, PA as its accountant. DUNCAN BURCH: Seeks to Hire Golden Redd as Accountant ----------------------------------------------------- Duncan Burch, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Golden Redd & Company, LLC, as accountant to the Debtor. Duncan Burch requires Golden Redd to: (a) prepare, amend, or file necessary federal and state tax returns and claims of refund; (b) provide general accounting services; (c) provide tax research services and taxable income estimates as necessary or requested; and (d) perform all other accounting services for and on behalf of the Debtor that may be necessary or appropriate in connection with the Debtor's Chapter 11 case. Golden Redd will be paid at the hourly rate of $275. As of the Petition Date, Golden Redd was owed approximately $250 by the Debtor for tax accounting services provided prior to the commencement of the Debtor's bankruptcy case. Golden Redd will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey A. Redd, partner of Golden Redd & Company, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Golden Redd can be reached at: Jeffrey A. Redd, Esq. GOLDEN REDD & COMPANY, LLC 5429 Lyndon B. Johnson Fwy, Suite 350 Dallas, TX 75240 Tel: (214) 369-8200 About Duncan Burch Duncan Burch, Inc., operates bars, night clubs and other locations that sell alcoholic drinks. Duncan Burch sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-41699) on April 29, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Edward L. Morris. Forshey & Prostok, LLP, is the Debtor's counsel. Ryan Law Firm, PLLC, is the special litigation counsel. DUNCAN BURCH: Seeks to Hire Ryan Law Firm as Special Counsel ------------------------------------------------------------ Duncan Burch, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ryan Law Firm, PLLC, as special litigation counsel to the Debtor. Duncan Burch requires Ryan Law Firm to represent and provide legal services in relation to the assessment made by the State of Texas during the entirety of 2008 through 2014, which are the subject of 2 separate tax protest suits, including challenges to a Comptroller Rule under Texas administrative law and under the Federal and State Constitutions. Ryan Law Firm will be paid at these hourly rates: Quentin H. Sigel $585 Josh Veith $310 Ryan Law Firm holds an unsecured claim against the Debtor as of the Petition Date in the amount of $41,547 for legal services rendered prior to such date. Furthermore, prior to and within 90 days of the Petition Date, Ryan Law Firm received payments from Debtor totaling $137,749. Ryan Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Quentin H. Sigel, a partner at Ryan Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ryan Law Firm can be reached at: Quentin H. Sigel, Esq. RYAN LAW FIRM, PLLC Terrace I, 2600 Via Fortuna Dr., Suite 150 Austin, TX 78746 Tel: (512) 459-6600 About Duncan Burch Duncan Burch, Inc., operates bars, night clubs and other locations that sell alcoholic drinks. Duncan Burch sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-41699) on April 29, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Edward L. Morris. Forshey & Prostok, LLP, is the Debtor's counsel. Ryan Law Firm, PLLC, is the special litigation counsel. DUNKIRK HOME: Hires Smith & Messina as Special Counsel ------------------------------------------------------ Dunkirk Home Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ Smith & Messina LLP, as special counsel to the Debtor. Dunkirk Home requires Smith & Messina to represent the Debtor with respect to the preparation of routine documentation for the proposed general bankruptcy counsel, and provide other miscellaneous legal services to the Debtor. Smith & Messina will be paid at these hourly rates: Attorneys $300 Paralegals $75 Smith & Messina will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher D. Smith, a partner at Smith & Messina, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Smith & Messina can be reached at: Christopher D. Smith, Esq. SMITH & MESSINA LLP 3990 McKinley Parkway, Suite 3 Blasdell, NY 14219 Tel: (716) 648-1400 About Dunkirk Home Properties Based in Fredonia, NY, Dunkirk Home Properties, LLC is a privately held company that is engaged in activities related to real estate. Dunkirk Home Properties filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 19-10746) on April 12, 2019. In the petition signed by Sun Ming Wong, president/majority member, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Hon. Carl L. Bucki oversees the case. Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar, P.C., serves as bankruptcy counsel to the Debtor, and Smith & Messina LLP, and Thomas H. McKelvey, Esq., is special counsel. DUNKIRK HOME: Hires Thomas H. McKelvey as Special Counsel --------------------------------------------------------- Dunkirk Home Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ Thomas H. McKelvey, Esq., as special counsel to the Debtor. Dunkirk Home requires Thomas H. McKelvey to represent the Debtor in conjunction with the State Court summary eviction proceedings. Thomas H. McKelvey will be paid at the hourly rate of $150-$250. Thomas H. McKelvey will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas H. McKelvey, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Thomas H. McKelvey can be reached at: Thomas H. McKelvey, Esq. 71 Main St. Silver Creek, NY 14136-1446 Tel: (716) 934-2600 About Dunkirk Home Properties Based in Fredonia, NY, Dunkirk Home Properties, LLC is a privately held company that is engaged in activities related to real estate. Dunkirk Home Properties filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 19-10746) on April 12, 2019. In the petition signed by Sun Ming Wong, president/majority member, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Hon. Carl L. Bucki oversees the case. Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar, P.C., serves as bankruptcy counsel to the Debtor, and Smith & Messina LLP, and Thomas H. McKelvey, Esq., is special counsel. ELECTRONIC SERVICE: Unsecureds to Receive 15% of Allowed Claims --------------------------------------------------------------- Electronic Service Products Corp. filed with the U.S. Bankruptcy Court for the District of Connecticut a small business disclosure statement explaining its chapter 11 plan dated May 28, 2019. Under the plan, general unsecured creditors are classified in Class 3 and will receive a distribution of 15% of their allowed claims. The Debtor will implement and fund this Plan through its ongoing business operations by contributing monthly surplus amounts from its operating budget to secured and unsecured creditors in accordance with the provisions of the Plan. The proposed Plan has the following risks: The Plan is predicated on the ability of the Debtor to continue to operate its business at a profit. While it has been able to do so for eight of the ten months it has been in bankruptcy it is possible that the business climate may change in the future and prevent the Debtor from being able to sustain ongoing payments to creditors. There is little likelihood that the Debtor will build significant equity in assets over the 60 months of Plan payments, so it will not be able to sustain Plan payments for very long if monthly operating expenses exceed revenues for more than three or four consecutive months. A copy of the Disclosure Statement dated May 28, 2019 is available at https://tinyurl.com/y46xdq3l from Pacermonitor.com at no charge. About Electronic Service Products Founded in 1992, Electronic Service Products Corporation is engaged in the wholesale distribution of electronic parts and electronic communications equipment. Electronic Service Products filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30704) on May 12, 2017. In the petition signed by William Hrubiec, its president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Ann M. Nevins. The Debtor tapped William E. Carter, Esq., at the Law Office of William E. Carter, LLC, as counsel. EYEPOINT PHARMACEUTICALS: CAO Ross to Quit Next Month ----------------------------------------------------- Leonard S. Ross, vice president of finance and chief accounting officer of EyePoint Pharmaceuticals, Inc., will be leaving the Company effective as of July 31, 2019. Mr. Ross will continue to serve as the Company's principal accounting officer until the Effective Date, at which time David Price, the Company's chief financial officer, will serve as the Company's principal accounting officer. Mr. Price, age 56, has served as the Company's chief financial officer since August 2018. Mr. Price brings to the Company more than 25 years of financial experience in the healthcare, investment banking and accounting industries. He has extensive experience in executing debt and equity capital financings, business development deals, restructurings and oversight of all financial functions in both domestic and international markets for public and private commercial companies. Most recently, he served as chief financial officer of Concordia International Corporation, a publicly traded, revenue generating, generic pharmaceutical company. Prior to Concordia, he was the chief financial officer at Bioventus, a global, commercial medical device company, where he was responsible for the creation of an independent business unit following the company's spinout from Smith & Nephew. In this role, he led a $175 million debt financing and $210 million public debt raise. In addition, Mr. Price served as chief financial officer of Cornerstone Therapeutics Inc., a publicly-traded, commercial specialty pharmaceutical company, where he orchestrated and executed the reverse merger of Cornerstone BioPharma with Critical Therapeutics to form Cornerstone Therapeutics Inc. Mr. Price also served as chief financial officer of EDGAR Online, Inc., a financial data, technology and business process outsourcing company. In addition to his corporate experience, Mr. Price previously served as a managing director in the healthcare and pharmaceutical services sector at both Jefferies & Company and Bear Stearns & Co. Mr. Price began his career in public accounting at Arthur Andersen and PriceWaterhouseCoopers, and earned a B.A. in Accounting from Lancaster University. No new compensatory arrangements will be entered into with Mr. Price in connection with his appointment as the Company's principal accounting officer. The Company said Mr. Price was not appointed as its principal accounting officer pursuant to any arrangement or understanding with any other person. Mr. Price does not have any family relationships with any executive officer or director of the Company and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. With the approval by the FDA on Oct. 12, 2018 of the YUTIQ three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye (NIPU), the Company has developed the majority of the FDA-approved sustained-release treatments for eye diseases. The Company reported a net loss of $44.72 million for the six months ended Dec. 31, 2018. For the year ended June 30, 2018, the Company reported a net loss of $53.17 million, compared to a net loss of $18.48 million for the year ended June 30, 2017. As of March 31, 2019, the Company had $81.85 million in total assets, $61.97 million in total liabilities, and $19.87 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. FAIRGROUNDS PROPERTIES: Modifies Unsecured Claim Provision in Plan ------------------------------------------------------------------ Fairgrounds Properties, Inc., filed an amended disclosure statement for its third amended plan of reorganization. This latest filing provides a minor change in the unsecured claims provision. Baker was changed to Robert Stevens in this provision: The Debtor must demonstrate to the Bankruptcy Court that either (i) each holder of a General Unsecured Claim of the dissenting Class receives or retains under the Plan property of a value equal to the Allowed amount of its Unsecured Claim or (ii) the holders of Claims or Equity Interests that are junior to the Claims of the holders of such General Unsecured Claims will not receive or retain any property under the Plan. Outside of owner Robert Stevens, who is not eligible to vote, there are no unsecured creditors of the Debtor. A copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/y5xzcrpz from Pacermonitor.com at no charge. A copy of the Third Amended Plan is available at https://tinyurl.com/y373r24r from Pacermonitor.com at no charge. About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FAIRWAY ENERGY: Adds Releasing Parties Provision in Amended Plan ---------------------------------------------------------------- Fairway Energy, LP, Fairway Energy Partners, LLC, and Fairway Energy GP, LLC, filed a solicitation version of the Chapter 11 Plan and accompanying Disclosure Statement. The solicitation version of the Plan adds the definition to "Releasing Parties," and a provision that shortly before the solicitation of the Plan commenced and before the closing of the Sale the assignee of the Purchaser made offers to employ the Debtors' executive officers and most of the employees. The terms of any employment have not been finalized, including any potential for vesting of minority equity rights in the Purchaser's parent entity. Class 4: Allowed General Unsecured Claims. Estimated Aggregate Allowed Amount of Class 4 Claims: $3.0 million. Payment to be made once Allowed Claims in this Class are confirmed and the resolution of any Administrative Claims is finalized. Estimated Recovery: 2-12% The source of all payments and Distributions under the Plan will be from the Net Distributable Assets and the Wind Down Amount and shall be subject to the Wind Down Budget, including amounts budgeted for May 2019, as needed to fund administrative expenses through May 2019. A full-text copy of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/yychjtgb from PacerMonitor.com at no charge. A blacklined version of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/y2d3xfjl from PrimeClerk.com at no charge. About Fairway Energy Fairway Energy -- http://www.fairwaymidstream.com/-- provides storage, throughput and ancillary services for third-party companies engaged in the production, distribution and marketing of crude oil. Its services are provided at the Pierce Junction Crude Oil Storage Facility. Fairway Energy, LP, and its affiliates Fairway Energy Partners, LLC, and Fairway Energy GP, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-12684 to 18-12686) on Nov. 26, 2018. The Debtors reported total assets of $382.7 million and total liabilities of $94 million as of Sept. 30, 2018. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Haynes and Boone, LLP, and Young Conaway Stargatt & Taylor, LLP as their legal counsel; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and Prime Clerk LLC as claims and noticing agent. FAITH MISSIONARY: Unsecureds to be Paid From Charitable Donations ----------------------------------------------------------------- Faith Missionary Baptist Church filed a Chapter 11 Plan and accompanying disclosure statement proposing to make payments under the Plan from charitable donations raised by the Debtor through continued operation of the Debtor's church. A full-text copy of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/yxl6n9ht from PacerMonitor.com at no charge. Based in Fuquay Varina, North Carolina, Faith Missionary Baptist Church, fka Missionary Faith Baptist Church -- https://www.faithmissionarync.com/ -- filed a voluntary Chapter 11 Petition (Bankr. E.D.N.C. Case No. 18-05775) on November 30, 2018. The Debtor is represented by Jason L. Hendren, Esq., and Rebecca F. Redwine, Esq., at Hendren Redwine & Malone, PLLC, Raleigh, North Carolina. At the time of filing, the Debtor had total assets of $1,707,416 and total liabilities of $518,811. The petition was signed by Anthony Farrar, chairman of the Board. FHC HEALTH: Moody's Reviews B2 CFR for Upgrade Amid Anthem Deal --------------------------------------------------------------- Moody's Investors Service placed the ratings of FHC Health Systems, Inc.'s under review for upgrade, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating and the B2 on the senior secured credit facilities. These rating actions follow the announcement that FHC has entered into a definitive agreement to be acquired by Anthem, Inc. (Baa2, Stable). The acquisition, which is expected to be completed by 2019's end, is subject to customary closing conditions, including regulatory and shareholder approvals. The review for upgrade reflects Moody's expectation that, should the acquisition by Anthem be consummated, that FHC will become part of an enterprise with a stronger overall credit profile than if it remains a standalone entity. The review will focus on Anthem's treatment of FHC's debt following the close of the acquisition, which Moody's expects will be fully repaid. Assuming all of FHC's debt is repaid, Moody's will withdraw all ratings of FHC following the close of the transaction. On review for upgrade (to be withdrawn upon close): Corporate Family Rating, placed under review for upgrade, currently B2; Probability of Default Rating, placed under review for upgrade, currently B2-PD; Senior secured bank credit facilities, placed under review for upgrade, currently B2 (LGD3); Outlook is changed to rating under review from negative. RATINGS RATIONALE Notwithstanding the rating review, FHC's B2 Corporate Family Rating reflects the company's high leverage, significant reliance on a few customer contracts and a competitive contract bidding environment. The company faced headwinds in 2017 and 2018 due to contract terminations combined with limited new business wins. Furthermore, the company faces risk associated with a high level of its revenue being generated from risk-based contracts where FHC is exposed to higher than expected medical costs. The rating is also constrained by volatility in cash flow due to working capital. The company's credit profile benefits from its scale, solid market position in the management of behavioral health services and positive industry trends. FHC manages behavioral health care services in the U.S. through its wholly owned subsidiaries, Beacon Health Strategies and Beacon Health Options, Inc. The company provides behavioral managed care programs to the public sector, employer groups, health plans, and federal agencies. The company is primarily owned by Diamond Castle Holdings and Bain Capital. Revenues are around $1.9 billion. FIRST QUALITY: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based private label disposable personal care products manufacturer First Quality Enterprises Inc. to stable from negative and affirmed its 'BB' issuer credit rating. At the same time, S&P affirmed its 'BBB-' issue-level rating on the senior secured bank credit facilities and 'BB-' rating on the senior unsecured notes. The recovery ratings remain '1' and '5', respectively. The outlook revision reflects S&P's expectation that First Quality will continue to grow its top line and EBITDA while moderating its capex compared to the past few years, and improves adjusted debt to EBITDA to the mid-3x area by 2020. The stable outlook reflects the rating agency's expectation that the company will continue to grow its top line and EBITDA through volume growth and cost saving initiatives, while maintaining its capex and distribution at a level that does not result in significant negative discretionary cash flow. S&P forecasts adjusted debt to EBITDA improves to the mid-3x area by 2020. "We could lower the ratings over the next 12 months if debt to EBITDA is sustained above 4x. This could occur if First Quality experiences material customer losses, potentially stemming from intensifying competition or an inability to pass on escalating input costs, or if the company is unable to fill future capacity expansion," S&P said, adding that it could also lower its ratings if the company increases capex and shareholder remuneration well above its base-case expectations, which results in elevated leverage. "Although unlikely, we could raise the ratings if profit growth and free cash flow significantly exceed our expectation, resulting in credit metrics strengthening including debt to EBITDA sustained below 3x. We would also need to believe future distributions, capex, and acquisition appetite would be at a level enabling the company to sustain leverage below 3x," S&P said. FIRST QUANTUM: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service has downgraded to Caa1 from B3 the corporate family rating, to Caa1-PD from B3-PD the probability of default rating and to Caa1 from B3 the senior unsecured rating of First Quantum Minerals Ltd. Concurrently, Moody's has changed the outlook to stable from negative. "Social risk considerations were a key driver of this rating action, which incorporates the increasingly difficult operating environment in Zambia with the proposed introduction of a non-refundable sales tax leading to a downward adjustment of our projections for FQM. Lower forecasted profitability and cash flow generation from the two Zambian copper mines will prevent FQM from meaningful deleveraging over the next 12-18 months despite the ramp up of production at the Cobra Panama mine", says Sven Reinke, Senior Vice President and Moody's lead analyst for FQM. RATINGS RATIONALE FQM's Moody's adjusted debt / EBITDA metric increased to 6.9x in Q1 2019 from 6.2x at the end of 2018 due to rising debt levels and also because of lower EBITDA generation in Q1 2019 mainly owing to the land slippage in January 2019 at FQM's Spanish mine Las Cruces. While Moody's already expected debt levels and leverage to rise in H1 2019 as the company completes the $6.3 billion greenfield copper mine project Cobre Panama, the rating agency no longer forecasts a material leverage reduction in 2019-20. Despite FQM having recently affirmed its 2019 production guidance of 140-175kt for Cobre Panama, Moody's has revised its financial projections downwards mainly driven by higher production cost assumptions in Zambia. FQM expects that the proposed introduction of the non-refundable Zambian sales tax on 01 July 2019 will increase its group-wide copper production cost by $0.10/lb in 2019 and by $0.15/lb - $0.18/lb in 2020-21. This will negatively impact the company's EBITDA by around $180 million in 2020 when the sales tax applies for the first full year. The proposed introduction of the sales tax in Zambia is in Moody's view related to the country's difficult fiscal situation. On 23 May 2019, Moody's downgraded Zambia's sovereign rating to Caa2 with a negative outlook from Caa1 with stable outlook which implies a rising probability of a sovereign default. While the rating agency does not believe that a potential sovereign default would necessarily lead to production curtailment at FQM's two large Zambian mines, Moody's sees the risk that the operating environment could further deteriorate. In this regard the rating agency notes the ongoing import duty dispute with the Zambian Revenue Authority (ZRA). In March 2018, FQM confirmed that it had received a letter from ZRA noting an assessment for a liability of 76.5 billion Zambian kwacha (equivalent to USD7.6 billion in March 2018). The vast majority of the liability is related to penalties (equivalent to USD 2.0 billion) and interest (equivalent to USD 5.5 billion) rather than a potential import duty of around USD150 million on USD 540 million of goods imported by FQM between January 2013 and December 2017. While the rating agency believes that a final settlement could be for a materially different amount than what is demanded, it also notes that FQM has currently only very limited financial capacity for a substantial settlement payment. FQM's Caa1 corporate family rating also reflects the company's solid fundamental position as a medium-sized, high-growth copper producer. FQM operates two large scale, high-quality, low-cost mines in Zambia, a third large scale mine in Panama, which it developed in recent years and is currently ramping up production, and a few smaller mines in other jurisdictions. The company increased its copper production by 6% to 606 kt in 2018 compared to 574 kt in 2017 reflecting mainly higher output from the Zambian Sentinel copper mine. Increased production levels and higher average copper prices resulted in improved Moody's adjusted EBITDA of $1,665 million compared to $1,100 million in 2017. Higher EBITDA drove cash flow from operations (CFO) up to $779 million, more than double the 2017 level of $342 million. However, increased CFO was not sufficient to cover high capex of $2.1 billion owing to further investments into the Cobre Panama project leaving free cash flow negative at $1.3 billion. Despite rising debt, FQM's Moody's adjusted debt / EBITDA declined to 6.2x in 2018 from 8.1x in 2017 as EBITDA growth outpaced rising debt levels. However, FQM's Moody's adjusted leverage went back up to 6.9x as of LTM March 2019 driven by further debt increases and lower EBITDA in Q1 2019. FQM's Moody's adjusted EBITDA fell to $344 million in Q1 2019 from $389 million in Q1 2018 mainly due to lower copper production levels and also owing to rising production costs. For 2019-20 Moody's now forecasts FQM's EBITDA to fall slightly in 2019 and more materially 2020, taking into account the company's existing copper price hedging arrangements and based on the mid-point of Moody's conservative range for copper price assumptions of $2.50/lb, compared to the current copper spot price of around $2.70/lb. The forecast also includes Moody's assumption of rising production costs mainly driven by the proposed introduction of the Zambian sales tax. Under this conservative copper price scenario, FQM's Moody's adjusted leverage would increases sharply to around 9x in 2020. Accordingly, softer copper prices would result in a material deterioration of FQM's financial profile. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects FQM's adequate liquidity and the improving copper production level driven by the expected ramp up of production at the Cobre Panama project, which should enable FQM to offset some of the headwinds from rising production cost and currently softer copper spot prices. However, the stable outlook is predicated on the assumption that the operating environment in Zambia does not materially deteriorate further thereby preserving FQM's cash flow generation and debt capacity. LIQUIDITY POSITION FQM's liquidity position and debt maturity profile improved following the refinancing in February 2019. The new $2.7 billion facility comprises a $1.5 billion term loan and a $1.2 billion revolving credit line; the latter replaced the old $1.5 billion RCF due in December 2020. Proceeds from the term loan were used to redeem $821 million out of the outstanding $1.1 billion senior unsecured notes due February 2021 and to repay the drawings under the old RCF ($800 million at the end of 2018). Following the refinancing, FQM's liquidity remains adequate with $850 million of net unrestricted cash on balance sheet and $520 million of undrawn headroom under its new RCF at the end of Q1 2019. Moody's projects that cash flow from operations of around $830 million in 2019 will be largely sufficient to fund the $845 million of forecasted capex. After the refinancing, FQM faces only limited debt repayments of $66 million in 2019 but a more material amount of $0.8 billion in 2020. WHAT COULD CHANGE THE RATING -- UP/DOWN A stronger financial and operational profile, reflected in sustained positive FCF generation and reduced leverage, with adjusted debt/EBITDA below 6.0x, as well as strong execution of the planned production ramp up at Cobre Panama project would support the upgrade of the CFR. A greater share of cash flow generation outside of Zambia could support an upgrade as well. The upgrade of the ratings will require FQM to sustain an adequate liquidity position. A weaker liquidity position or a failure to prevent leverage from rising further would put negative pressure on the Caa1 CFR. FQM could fail to generate sufficient free cash flow thereby preventing it from deleveraging due to a combination of circumstances such as low copper prices, rising production cost, operational difficulties impacting production levels, or a material financial settlement with the ZRA. A downgrade of Moody's Zambian sovereign rating could also put negative pressure on FQM's CFR. LIST OF AFFECTED RATINGS Downgrades: Issuer: First Quantum Minerals Ltd Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Senior Unsecured 7% GTD EXCH GLOBAL NOTES due 02/15/2021, Downgraded to Caa1 from B3 Senior Unsecured 7.25% GTD GLOBAL NOTES due 04/01/2023, Downgraded to Caa1 from B3 Senior Unsecured 7.5% GTD GLOBAL NOTES due 04/01/2025, Downgraded to Caa1 from B3 BACKED Senior Unsecured 7.25% GTD SR GLOBAL NOTES 05/15/2022, Downgraded to Caa1 from B3 Outlook Actions: Issuer: First Quantum Minerals Ltd Outlook, Changed To Stable From Negative PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Mining published in September 2018. First Quantum Minerals Ltd (FQM), headquartered in Canada and listed on the Toronto Stock Exchange, is a medium size mining company with large operations in Zambia (Caa2 negative), which represents the large part of the company's earnings. In Zambia, FQM operates Kansanshi (FQM's interest is 80%), a large and low-cost copper and gold deposit, as well as Sentinel (100% owned) a new low cost mine. FQM also owns and operates a number of smaller mines in different countries. FQM has a 90% interest in Cobre Panama, one of the world's largest copper deposits, in Panama (Baa1 stable). The new Cobre Panama mine development is scheduled to be completed this year and FQM started production in Q1 2019. In 2018, FQM generated revenues of around $4.0 billion ($3.3 billion in 2017) and Moody's adjusted EBITDA of around $1.7 billion ($1.1 billion in 2017). FLAMBEAUX GAS: Bevolo Gas Objects to Disclosure Statement --------------------------------------------------------- Bevolo Gas & Electric Lights, Inc., a creditor, files a Supplemental Objection to the Amended Disclosure Statement explaining Flambeaux Gas & Electric Lights L.L.C.'s Amended Chapter 11 Plan. Bevolo and other creditors point out that they do not know what was spent on the credit card statements, or if the monthly operating reports accurately reflect what was spent on the credit cards, as such, Bevolo and creditors do not have the entire financial history of the Debtor during this bankruptcy case, which is important information that a hypothetical investor would need in making a decision to vote on the Plan. Bevolo further points out that it does not know the gross amount of money that the Debtor's paid the insiders. Counsel for Bevolo Gas: Sean T. Wilson, Esq. Craig P. Dillard, Esq. FOLEY GARDERE FOLEY & LARDNER, LLP 1000 Louisiana, Suite 2000 Houston, TX 77002-2099 Tel: 713-276-5619 Fax: 713-276-6619 Email: cdillard@foley.com swilson@foley.com About Flambeaux Gas & Electric Lights Flambeaux Gas & Electric Lights L.L.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 18-11979) on July 31, 2018, listing under $1 million in both assets and liabilities. Congeni Law Firm LLC, led by founding partner Leo D. Congeni, is the Debtor's bankruptcy counsel. FLAMBEAUX GAS: June 21 Amended Plan Confirmation Hearing -------------------------------------------------------- The Amended Disclosure Statement explaining the Chapter 11 Plan of Reorganization filed by Flambeaux Gas & Electric Lights L.L.C. is approved. A hearing on Confirmation of the Amended Plan will be held on Friday, June 21, 2019 at 9:00 A.M. June 14, 2019 is fixed as the last day for filing acceptances or rejections of the debtor’s amended chapter 11 plan of reorganization. June 14, 2019 is fixed as the last day for filing and serving written objections to Confirmation of the debtor’s amended chapter 11 plan of reorganization. Class 4 General Unsecured Trade Claims with total claim $65,941.73. On the Confirmation Date, in full satisfaction, settlement, release, discharge of, and in exchange for the Allowed Claims of Trade Creditors, the holders of Trade Claims shall be paid the full amount of their respective Allowed Claim, with interest calculated at 5.75% per annum, payable on the following terms: Each Allowed Trade Claim shall be amortized over seven (7) years, payable in equal quarterly installments, beginning on the first (1st) day of the first (1st) month of the first (1st) full calendar quarter immediately after the occurrence of the Effective Date, and continuing for twenty seven (27) quarters thereafter. For example, if the Effective Date occurs on June 30, 2019, the first quarterly payment shall be due on July 1, 2019 and the second quarterly payment shall be on October 1, 2019. The Debtor may prepay any Allowed Claim of any Trade Creditor at any time without penalty. Distributions: 100% of Allowed Claim. Class 3 Convenience Claims with total claim $3,798.21. Each holder of an Allowed Convenience Claim will be paid Cash in the amount which is equal to lesser of (i) $500.00 or (ii) the Allowed Amount of such holder's Convenience Claim on the later of: (a) thirty (30) days after the Effective Date, or (b) the date such Convenience Claim becomes an Allowed Claim. Provided that all Creditors shall have the option to notify the Debtor of its election to reduce its claim to $1,000.00 and be treated as holder of an Allowed Convenience Claim, within forty-five (45) days of the Effective Date. Class 5 Existing Membership Interests. Vincent J. Valenti, Jr., and Dennis F. Calamusa, Jr., shall retain their Existing Membership Interests in the Debtor. Payments under the Plan shall be funded from the Quarterly Payments paid by the Debtor to the Disbursement Agent, the $20,000 received in exchange for settlement of the Avoidance Claims against the Insiders, and Cash on hand as of the Effective Date. The Disbursement Agent shall deposit Quarterly Payments into the Disbursement Account and make all disbursements of such Quarterly Payments pursuant to the terms of this Plan. Except for disbursement or distribution to Creditors of the Quarterly Payments, all other payments under the Plan shall be paid directly to the Claimant or Creditor by the Debtor. A full-text copy of the Disclosure Statement dated May 23, 2019, is available at https://tinyurl.com/y2meaxk5 from PacerMonitor.com at no charge. About Flambeaux Gas & Electric Lights Flambeaux Gas & Electric Lights L.L.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 18-11979) on July 31, 2018, listing under $1 million in both assets and liabilities. Congeni Law Firm LLC, led by founding partner Leo D. Congeni, is the Debtor's bankruptcy counsel. FRIDAY HEALTH: A.M. Best Ups ICR to ccc- & Alters Outlook to Stable ------------------------------------------------------------------- A.M. Best has upgraded the Long Term Issuer-Credit Rating to "ccc-" from "cc" and affirmed the Financial Strength Rating of C- (Weak) of Friday Health Plans of Colorado, Inc. (Alamosa, CO). The outlook of these Credit Ratings has been revised to stable from negative. The ratings reflect Friday Health's balance sheet strength, which AM Best categorizes as very weak, as well as its marginal operating performance, limited business profile and weak enterprise risk management. Friday Health's absolute capital and quality of capital improved through the conversion of $3.2 million of surplus notes to paid-in capital and additional capital contributions of $2 million. Risk-adjusted capitalization at year-end 2018 was above the statutory minimum, due in part to a decline in revenue as well as the aforementioned increase in capital. Following years of net losses, Friday Health reported net income for 2018 driven by favorable prior year risk adjustment payment for Affordable Care Act members and rate increases on non-performing group business. The upgrade of the Long-Term ICR reflects the improvement of risk-adjusted capitalization and the company's continued focus on profitability and operational improvements. However, due to lack of size and scale, as well as deficiencies in its enterprise risk management practices, Friday Health could exhibit volatility in its financial performance, as seen in prior years' results. GENOCEA BIOSCIENCES: Plans to Offer Shares of Common Stock ---------------------------------------------------------- Genocea Biosciences, Inc., is offering shares of its common stock having a proposed maximum offering price of $50,000,000 (estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended). The Company's common stock is listed on The Nasdaq Capital Market under the symbol "GNCA". On June 6, 2019, the last sale price on the Company's common stock was $6.07 per share. The Company has granted the underwriters an option to purchase up to additional shares of common stock. The underwriters expect to deliver the shares of common stock to investors through the book entry facilities of The Depositary Trust Company. A full-text copy of the prospectus is available for free at: https://is.gd/uR3DxS About Genocea Biosciences Headquartered in Cambridge, Massachusetts, Genocea -- http://www.genocea.com/-- is a biopharmaceutical company developing personalized cancer immuno-therapies. The Company uses its proprietary discovery platform, ATLAS, to profile CD4+ and CD8+T cell (or cellular) immune responses to tumor antigens. Genocea incurred a net loss of $27.81 million in 2018, following a net loss of $56.71 million in 2017. As of March 31, 2019, Genocea had $35.82 million in total assets, $29.58 million in total liabilities, and $6.23 million in total stockholders' equity. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" qualification in its report dated Feb. 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. GOLDEN MATRIX: Accumulated Deficit Casts Going Concern Doubt ------------------------------------------------------------ Golden Matrix Group, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $279,323 on $162,772 of revenues for the three months ended April 30, 2019, compared to a net loss of $35,248 on $0 of revenues for the same period in 2018. At April 30, 2019 the Company had total assets of $2,499,242, total liabilities of $1,913,425, and $585,817 in total stockholders' equity. The Company had an accumulated deficit of $27,174,530 and $27,298,077 as of April 30, 2019 and 2018, respectively. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. President and Chief Executive Officer Anthony Goodman said, "Without realization of additional capital, it would be unlikely for GMGI to continue as a going concern. GMGI's management plans on raising cash from public or private debt or equity financing, on an as needed basis, and in the longer term, revenues from the gambling business. GMGI's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of its gambling business." A copy of the Form 10-Q is available at: https://is.gd/kkv69M Golden Matrix Group, Inc., operates as an independent online gaming technology provider in the United States. Its social gaming software supports various languages, including English and Chinese. The company was formerly known as Source Gold Corp. and changed its name to Golden Matrix Group, Inc. in March 2016. Golden Matrix Group was founded in 2008 and is based in Las Vegas, Nevada. HANNON ARMSTRONG: S&P Assigns 'BB+' Long-Term ICR; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' long-term issuer credit rating on Hannon Armstrong Sustainable Infrastructure Capital Inc. (HASI). The outlook is stable. The ratings reflect HASI's relatively low leverage, conservative underwriting standards, and experienced management team. The company typically operates with leverage below its target of up to 2.5x debt to equity and has had a strong underwriting track record on a diverse portfolio of infrastructure investments. Partially offsetting these strengths are the company's niche position relative to larger competitors, such as banks and insurers, and some large single investment exposures. "The stable outlook reflects our expectation that over the next 12 to 18 months HASI will maintain its conservative underwriting standards, with minimal credit losses or impairments. We expect that HASI will operate with leverage of 2.0x–2.25x as measured by debt to ATE," S&P said. S&P said it could lower the ratings if: -- Debt to ATE rises above 2.75x; -- The investment portfolio quality deteriorates, as indicated by rising credit losses, impairments, or nonaccruals; or -- Access to funding or liquidity deteriorates. "We could consider raising the ratings if HASI continues to build upon its business position and reduces large single investment portfolio concentrations relative to ATE. Although not expected, we could also raise the ratings if HASI were to operate with debt to ATE below 1.5x on a sustained basis," the rating agency said. HARSCO CORP: S&P Affirms 'BB' ICR on Clean Earth Acquisition ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' issuer credit rating on Harsco Corp. The rating affirmation follows the company's announcement of its plan to issue $500 million of senior unsecured notes to partially fund its previously announced acquisition of Clean Earth Inc., and the company's agreement to divest its Air-X Changers business. Meanwhile, S&P affirmed its 'BB+' issue-level rating on the senior secured credit facility and assigned a 'BB-' issue-level and '5' recovery rating to the proposed $500 million senior unsecured notes due 2027. The '5' recovery rating indicates S&P's expectations for modest recovery (10%-30%; rounded estimate: 20%) in the event of a payment default. "The affirmation reflects our belief that Harsco Corp. will use proceeds from the divesture of Air-X Changers to repay a portion of its term loan and revolving credit facility borrowings. With the acquisition of Clean Earth Inc. we expect S&P Global Ratings-adjusted debt to EBITDA to increase above 3x initially, but fall to the high-2x area by the end of 2019," the rating agency said. Harsco plans to fund the $625 million acquisition of Clean Earth with a combination of borrowings under its revolving credit facility and new senior unsecured notes. Clean Earth provides remediation, disposal, and recycling solutions for contaminated materials, hazardous waste, and dredge materials. It is one of the largest specialty waste process companies in the U.S. and services multiple end markets such as energy, infrastructure, commercial, industrial, retail, and healthcare. "In our view, the acquisition will complement the company's existing environmental services business and enhance margins. We also believe that the acquisition should reduce earnings volatility," S&P said. Harsco simultaneously announced selling its Air-X Changers business within its Industrials business segment to Chart Industries Inc. for $592 million. Air-X Changers manufactures and supplies custom-engineered and manufactured air-cooled heat exchangers for the natural gas, natural gas processing, and petrochemical industries. The divestiture will reduce Harsco's exposure to cyclical end markets linked to oil and gas and, in conjunction with the Clean Earth acquisition, reduce overall earnings volatility, which S&P views positively notwithstanding execution risks. Harsco intends to divest the remaining two businesses within its Industrial segment, IKG and Patterson-Kelley, which together make up around 10% of revenues. The stable outlook on Harsco reflects S&P's expectation that the company will use the proceeds from its recently announced divesture to reduce leverage to the high-2x area by the end of 2019 and then to the low-2x area in 2020. S&P believes that this improvement will result from good revenue growth, as well as management's commitment to a financial policy that supports this level of leverage. The rating agency's assessment of Harsco's credit measures includes its expectation for some volatility during the course of a full business cycle. "We could lower our rating on Harsco by one notch if its operating performance declines due to lower demand for its products and services such that total debt to EBITDA remains above 4x with limited prospects for improvement," S&P said. "We could raise our rating on Harsco by one notch if the company's leverage remains below 3x and it focuses on decreasing leverage over an economic cycle. We would also have to believe that the company is committed to financial policies particularly around future shareholder returns and potential acquisitions that support this level of leverage," S&P said, adding that it could also consider raising the rating if the company's focus on environmental solutions results in much less volatile revenue and earnings streams. INFRASTRUCTURE AND ENERGY: Fitch Assigns 'B-' IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned Infrastructure and Energy Alternatives, Inc. and IEA Energy Services LLC 'B-' first-time Long- Term Issuer Default Ratings. In addition, Fitch has assigned 'BB-'/'RR1' long-term ratings to the company's senior first lien term loan and revolver. The Rating Outlook is Stable. IEA's Long-Term IDR of 'B-'/Stable reflects the company's high degree of fixed price contracts, sensitivity to working capital fluctuations, seasonality, uncertainty regarding long-term wind power demand, and recent cost overruns. As with other engineering and construction companies, execution risk is significant. Failure to complete projects on time and on budget could materially impact the company's profitability and liquidity, potentially leading to a negative rating action. These factors are somewhat offset by the company's strong, but vulnerable EBITDA margins, mostly positive free cash flow, strong position in niche markets, and improving diversification. KEY RATING DRIVERS Weather Risk, Recent Cost Overruns: Many of IEA's contracts, particularly wind-power construction projects in the upper Midwest, have meaningful exposure to weather risk. This could lead to unforeseen project delays and subsequent cost overruns, which may negatively impact IEA's liquidity and financial position. Such difficulties occurred in 2018, as six of the company's nine wind projects were significantly affected by harsh weather and resulted in a negative cash and EBITDA impact. All of these projects are effectively completed as of mid-2019 with minor landscaping and clean-up remaining. Fitch believes risks of weather disruption will remain in future projects given the nature of the company's business. However, Fitch anticipates the company will likely follow through in implementing risk-mitigating factors into future contracts, such as additional cash collection milestones, more frequent change order reviews, and potentially building additional cost contingency into margins. Fitch believes the likelihood of IEA adding incremental insurance onto these projects is low, unless built into contract costs. Moderate Seasonality: Apart from weather risk, IEA suffers from a moderate degree of seasonality, which increases the volatility of revenue, profitability, and cash flow within the year. The company is typically weakest in the first quarter, during which it generates between 12% and 15% of annual revenue on average. Fitch considers this risk somewhat secular; however, it could exacerbate a potential liquidity strain caused by any additional project issues or delays. Fixed Price Contracts, Execution Risk: Fitch believes IEA has a meaningful degree of execution risk. Nearly all of the company's contracts are fixed price and may experience change orders that are subject to dispute during the regular course of work. Management has expressed its intention to reduce the risks of contract overruns through risk-mitigating actions; however, it must execute on these objectives. Execution risk could further magnify as the company aims to expand into new end markets, which may require additional training, experience, or specialization in order to effectively bid on new awards and complete them on time and on budget. Profitability and Leverage to Improve, Stabilize: Fitch believes the company's margins will likely stabilize in the high single-digit range over the next few years, bolstered by the acquisitions of CCS and WC in late 2018. Fitch anticipates that the increased diversification will aid in stabilizing the volatility of the company's revenue. In particular, the company's coal ash remediation business is also highly regulated and should provide fairly consistent contracts. Fitch considers the company's lease adjusted leverage (lease adjusted debt/EBITDAR) to be in line or slightly stronger than other 'B' category engineering and construction peers in the high-4x range on a pro forma basis. Fitch expects the stabilization and improvement of IEA's profitability will lead to decreasing leverage. The company's term loan also has relatively aggressive amortization at 2.5% quarterly and excess cash flow sweep, which will assist in driving down leverage over time. Strong Position in Niche Markets: IEA services relatively unique construction end markets such as wind and renewable energy and rail, in addition to industrial services. The company estimates it has a 30% market share within the utility scale wind market, while the top three contractors are estimated to service approximately 70% of total capacity. Fitch believes the company's position in these unique and specialized markets provides benefits, such as visibility into customers' long-term plans and an incumbency that could lead to additional contracts. Profitability Strong for Rating: Fitch considers IEA's high single digit EBITDA margins to be relatively strong for E&C peers at a similar rating level, including Tutor Perini Corp. IEA's margins are supported by the company's specialization and position within the niche markets that it services. It also has a high degree of fixed price contracts, which carry risks of cost overruns, but provide increased profitability when completed on time and on budget. Execution risk will remain a constant focus area for the company in order to maintain its above average margin profile. Diversification Improving: Fitch considers IEA to be somewhat concentrated by end-market between Civil, Wind Power, and Rail. However, the company has diversified somewhat through acquisitions recently and it expects these purchases have runway to grow into additional end-markets over the next two or three years. Management has expressed the intention to pursue growth areas such as Water, Sewage & Waste, Pulp & Paper, other Transportation and Thermal Power, amongst others. Fitch believes diversification would be beneficial overall; however, there are inherent risks when expanding into new markets and geographies. The focus on execution will remain a priority. Fitch views the company's relatively sizable and increasing backlog as favorable to the company's credit profile. Fitch also views the company's backlog diversification as a meaningful factor in the company's growth. Specifically, initiatives in the rail segment to improve traffic flow and industrial efficiency present opportunities in the intermediate term. Additionally, increasing demand for civil infrastructure spending could be a tailwind over the next several years, although the civil market has more competition and inherently lower margins. Less dependency on one end-market will allow for more flexibility for growth and reduces the risk of a secular slowdown. Wind Demand in Near-term, Long-term Less Certain: Regarding wind projects, Fitch believes there is a meaningful pipeline of contracts that the company could pursue over the next three or more years, given the urgency to commence and complete projects ahead of the wind tax credit roll-off in 2022. Fitch expects this will be a driving factor towards double digit growth in 2020. The number of available contracts somewhat offsets the risk of customers potentially cancelling projects in the near term, as Fitch believes IEA would be able to replace lost work with new awards, although a shift in contracts could temporarily pressure margins and liquidity depending on the timing of the replacements. The wind tax credit roll-off will also present a longer-term challenge, and new awards could slow materially beyond the next four or five years. However, Fitch believes some of this risk can be mitigated by the improving economics of wind power, as well as individual states' commitments to transitioning to a greater proportion of renewable energy over the next several years via Renewable Portfolio Standards (RPS) that have been enacted on the state level. Separately, IEA also has runway to grow and diversify further into solar, rail or other areas, which could mitigate the impact of potentially fewer wind awards available; however, this carries additional execution risk. Prudent Contract Bidding: Despite the supply of contracts across IEA's various end-markets, management has also indicated its intention to prudently bid on contracts in order to avoid overextending beyond the company's capacity. Fitch believes this will mitigate some of the risks associated with cost overruns, although the company will still need to execute on its outstanding contracts. Equity Infusion Boosts Liquidity: Following the equity infusion in May 2019, Fitch considers IEA's liquidity, in excess of $50 million, adequate for the company's current size. However, it could become strained as a result of possible large working capital swings, material cost overruns, or a combination thereof. Fitch also expects the company would likely need to increase its liquidity position over time as it expands into new end-markets and grows in scale. Cash flow has been volatile in recent periods, but should remain mostly positive over the next few years. M&A Activity Expected to Slow: IEA completed a few significant acquisitions to diversify the company's overall product portfolio and end-market exposure over the past few years. Most notable were the acquisitions of CCS and William Charles in late 2018 for around $107 million and $78 million, respectively. Fitch expects the company will spend the next few periods continuing to integrate and optimize these acquisitions rather than pursue additional purchases, although bolt-on transactions are possible. DERIVATION SUMMARY IEA's 'B-' rating reflects the company's meaningful execution risk, demonstrated by recent cost overruns during 2018. Subsequently, the company's liquidity became strained in 1Q19. Pro forma margins are somewhat stronger than Tutor Perini and other 'B' category E&C peers; however, they could be slightly more volatile given IEA's smaller scale and lower backlog relative to size. Fitch believes the company's diversification has improved meaningfully following the two acquisitions completed in 2018. The company also maintains a strong position in the wind power construction market, and is well prepared to compete across the various niche segments in which it operates. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenue increases significantly in 2019 and 2020, primarily as a result of new wind power construction ahead of the tax credit stepping down in 2020 and rolling off at the end of 2021; company also begins executing on new rail projects in 2020; civil revenue is relatively flat throughout the forecast; -- Margins remains relatively steady at each segment, resulting in consolidated EBITDA margins of between 9% and 10% per year; -- Company repays a meaningful portion of outstanding payables in 2019; minimal working capital fluctuations thereafter; -- Company uses excess cash flow to repay revolver balance over the next 24 months; no additional discretionary debt repayment; -- The company's NOLs result in minimal cash taxes in 2019, but cash taxes resume in 2020; -- Capex slightly above historical average % of revenue; -- Preferred shares are PIK'd throughout the forecast; class A maintains 50% equity credit; class B receives 0% equity credit beginning in 2020 as the mandatory redemption date is less than five years; -- No material cost overruns. Recovery Analysis: The recovery analysis assumes IEA would be reorganized rather than liquidated, and would be considered as 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: significant cost overruns cause project delays and significant cash requirements, limiting the company's ability to service debt; or the roll-off of wind tax credits results in a severe reduction of wind power construction and inclusion in the U.S. energy mix over the long term, while the company is simultaneously unable to diversify revenue streams enough to stem these declines. Fitch assumes a pro forma $90 million as the going concern EBITDA in its analysis. Fitch's recovery assumptions reflects a situation where new wind construction declines significantly from current levels, while the company experiences material project cost overruns. The remaining segments are less impacted than in a severe stress case. Fitch expects the EV multiple used in IEA's recovery analysis will be approximately 4.5x. Fitch believes the company's business profile is sustainable, although with a meaningful degree of execution risk and risk of cost overruns. This multiple was appropriate given the low trading multiple in the sector and the median recovery multiple for all industrial companies in Fitch's most recent U.S. Engineering and Construction Bankruptcy Case Study was 5.3x. The $50 million senior first lien secured revolving credit facility is assumed to be fully drawn upon default. These assumptions result in a recovery rate for the revolver and term loan within the 'RR1' range to generate a three-notch uplift to the debt rating from the IDR. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Adjusted leverage (Lease Adjusted Debt/EBITDAR) below 2.0x; -- Consistently positive FCF; -- Exhibits ability to manage a downturn. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Adjusted leverage consistently above 5x; -- Strained liquidity position as a result of aggressive bidding, project mismanagement, or material cost overruns. LIQUIDITY AND DEBT STRUCTURE Adequate, Sensitive Liquidity: Fitch considers IEA's liquidity adequate at an estimated $64 million as of May 2019, comprised of $46 million in cash and $18 million of revolver availability. As of March 31, 2019, IEA had approximately $48 million in cash and no availability under its revolver. As a result of increased costs and delayed collections related to multiple severe weather events experienced in the second half of 2018, IEA sought additional liquidity sources via proceeds from issuance of series B preferred stock. Fitch expects the new capital, coupled with projected FCF generation, will be sufficient to cover typical working capital fluctuations, capex, debt servicing, and other operational cash requirements over the rating horizon. However, Fitch recognizes that IEA's liquidity is vulnerable to seasonality, cost overruns, and project delays, which could lead to a strain on the company's financial profile and potential negative rating action if managed ineffectively. INNOVATIVE CONSTRUCTION: To Pay Unsecureds 10% Over 60 Months ------------------------------------------------------------- Innovative Construction and Mechanical, LLC, filed a small business disclosure statement describing its proposed chapter 11 plan of reorganization dated May 28, 2019. The Debtor has financially streamlined all of his ongoing operations and aggressively sought other revenue possibilities. The Debtor has demonstrated the ability to turn a profit over the life of this case. Counsel believes that the Debtor can effectively re-organize by addressing all tax debt, paying all secured claims and creating a 10% distribution to unsecured creditors over the 60-month plan term. Debtor’s construction business is operating at a profit – as he has downsized the overall operation. Debtor will make these Chapter 11 reorganization payments from said profits. A copy of the Disclosure Statement dated May 28, 2019 is available at https://tinyurl.com/y6zkdmo2 from Pacermonitor.com at no charge. About Innovative Construction Mechanical Innovative Construction Mechanical LLC filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-11088) on Oct. 23, 2018. In the petition signed by Thomas R. Eaton, owner, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities. The Debtor is represented by Daniel P. Foster, Esq., at Foster Law Offices. No official committee of unsecured creditors has been appointed. INSYS THERAPEUTICS: Seeks Court Approval of Deal With U.S. Govt. ---------------------------------------------------------------- Insys Therapeutics, Inc., and its affiliated debtors seek approval from the Bankruptcy Court of a Stipulation and Agreement by and between Insys, on behalf of itself and its Estate, and the United States of America on behalf of the Office of Inspector General of the U.S. Department of Health and Services (the "HHS-OIG"), and the Defense Health Agency (the "DHA") that, among other things, fixes the amount and priority of the United States' allowed claim in the Chapter 11 cases, releases all other claims between the parties. Prior to the commencement of the Chapter 11 cases, the Debtors announced that after years of investigations and negotiations, they had entered into several agreements with the United States and certain other federal agencies resolving the federal government's criminal, civil, and administrative actions against them. The Debtors seek Court approval of another and what is hopefully their final agreement with the federal government, the DOJ Stipulation. This stipulation establishes the allowed amount of certain claims of the United States, provides for mutual releases, and resolves issues of successor liability to enable the sales of the Debtors' assets to proceed without interruption and maximize the value of such assets for the benefit of all creditors. Pursuant to Section 105(a) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Debtors request entry of an order authorizing and approving that certain Stipulation and Agreement by and between Insys, on behalf of itself and its Estate, and the United States of America on behalf of the Office of Inspector General of the HHS-OIG, and the Defense Health Agency that. The Stipulation, among other things: (a) fixes the amount and priority of the United States' Allowed Claim in the Chapter 11 Cases on account of the Covered Conduct and the DOJ Prepetition Civil Settlement Agreement, (b) confirms that the allowed claim is the sole remedy of the United States with respect to the Covered Conduct and the DOJ Prepetition Civil Settlement Agreement, (c) releases all other claims between the parties, including claims the Debtors may have against the United States under chapter 5 of the Bankruptcy Code, and (d) resolves any objections the United States could assert to a sale of the Debtors' assets to an unrelated third party purchaser pursuant to Section 363 of the Bankruptcy Code related to the Covered Conduct, the DOJ Prepetition Civil Settlement Agreement, or the Allowed Claim. The DOJ Actions Beginning in late 2013, the Debtors began receiving subpoenas and other requests for information from various government entities relating to their sales and marketing of their SUBSYS product and the Debtors' business unit created to secure prior authorizations required for insurance reimbursement of prescription costs for patients, known as the "Insys Reimbursement Center" concerning, among other things, issues related to potential violations of the Anti-Kickback Statute and the Food, Drug & Cosmetic Act. Among those serving the Debtors with subpoenas were the U.S. Attorney's Offices for the District of Massachusetts and the Central District of California, and the U.S. Senate Homeland Security & Governmental Affairs Committee, which soon thereafter commenced investigations into the improper promotional activities taking place related to Subsys and the Insys Reimbursement Center (collectively, the "Government Investigation"). The Debtors continually cooperated with the Government Investigation and produced a substantial number of documents in response thereto. Between August 2013 and October 2016, certain individuals (the "Qui Tam Plaintiffs") filed actions against Insys related to the company's marketing and sales of Subsys pursuant to the qui tam provisions of the False Claims Act, 31 U.S.C. Sec. 3730(b) (the "Qui Tam Actions"). The Department of Justice of the United States (the "DOJ") and the states of California, Colorado, Indiana, Minnesota, New York, North Carolina, and Virginia (such states, collectively, the "State Interveners") intervened in part and declined to intervene in part in certain of the Qui Tam Actions. The United States' Complaint in Intervention, which was filed on April 13, 2018 and ordered unsealed on May 11, 2018, brings claims for, among other things, violations of the False Claims Act, payment by mistake, and unjust enrichment on behalf of the U.S. Department of Health and Human Services, the Centers for Medicare & Medicaid Services (Medicare program), and the Defense Health Agency (TRICARE program) on account of certain alleged misconduct by Insys, including that Insys: (1) paid kickbacks to prescribers to induce them to prescribe Subsys; (2) focused its marketing on patients who did not have cancer; and (3) lied to insurers to persuade them to approve reimbursement for Subsys prescriptions. The conduct that the United States has released in connection with the DOJ Prepetition Civil Settlement Agreement is detailed in paragraph D of that agreement (the "Covered Conduct"). This action (the "DOJ Civil Action") was stayed while the Debtors continued to engage in ongoing discussions with federal agencies with respect to the Government Investigation, culminating in a resolution on June 5, 2019. As part of the resolution of the DOJ Civil Action, in addition to resolving certain claims of the United States, the DOJ agreed to move to dismiss the United States' claims with prejudice as to the Qui Tam Plaintiffs, excepting certain claims for attorneys' fees and retaliation claims. In addition to the DOJ Civil Action, the DOJ commenced criminal investigations against Debtors Insys Pharma, Inc. and Insys Therapeutics, Inc. Additionally, the HHS-OIG considered a potential action to exclude Insys from participation in certain federal healthcare programs, such as Medicare and Medicaid (the "HHS-OIG Potential Action"). On Aug. 8, 2018, the Debtors announced an agreement in principle (the "2018 Agreement in Principle") with the United States, through the DOJ, to resolve the DOJ Actions. The 2018 Agreement in Principle, which remained subject to negotiation of definitive settlement documents, provided for the Debtors to pay a minimum liability exposure of $150 million over five years, with the potential for additional contingency-based payments associated with certain events that could have required additional payments of up to $75 million. The DOJ, however, has asserted to the Debtors that its estimate of the Debtors' liability for the DOJ Actions exceeds $1 billion. After reaching the 2018 Agreement in Principle, the Debtors' financial condition deteriorated substantially such that the Debtors could no longer afford to pay the amounts the DOJ was seeking to be paid up front. As a result, prior to filing, there was uncertainty whether the Parties would be able to complete a final settlement. The Debtors expected that if a final settlement were to be completed, it would include material non-financial terms including a fraud-based criminal felony plea by Insys Pharma, Inc. and a deferred prosecution agreement related to the actions of former employees, in addition to a corporate integrity agreement and conditional exclusion release with the HHS-OIG. The DOJ Settlement Arrangement After months of negotiations, Insys announced that it signed amicable agreements with the United States (such agreements together, the "DOJ Settlement Arrangement") to resolve the DOJ Actions and the Government Investigation through several interrelated, interdependent agreements and related documents, including: a. the Settlement Agreement with the United States (the "DOJ Prepetition Civil Settlement Agreement") to resolve the DOJ Civil Action through, among other things, a settlement payment to the United States and a release of certain civil and administrative claims against Insys; b. the Corporate Integrity Agreement and Conditional Exclusion Release (the "CIA"); c. the Plea Agreement with Insys Pharma, Inc. (the "Plea Agreement"); and d. the related Deferred Prosecution Agreement with Insys Therapeutics, Inc. (the "DPA"). The DOJ Settlement Arrangement favorably resolves several of the largest contingencies and significant monetary costs affecting the Debtors leading up to the commencement of the Chapter 11 Cases and eliminates significant distractions to the Debtors' operation of their business. The DOJ Stipulation represents the last component necessary to achieve the substantial benefits obtained by the Debtors under the DOJ Settlement Arrangement, subject to this Court's approval. A. THE DOJ CRIMINAL RESOLUTION On June 5, 2019, Insys Pharma, Inc., entered into the Plea Agreement and Insys Therapeutics entered into the DPA (together, the "DOJ Criminal Resolution") in connection with the DOJ Criminal Actions. Together, the DOJ Criminal Resolution resulted in an Insys subsidiary, Insys Pharma, Inc., being the entity to plead guilty to five counts of mail fraud, while the prosecution of parent company Insys Therapeutics, Inc. for the same five counts of mail fraud would be deferred. Pursuant to the Plea Agreement, Insys Pharma, Inc., pleaded guilty to five counts of mail fraud on June 7, 2019, which will result in mandatory exclusion for this Debtor entity only by the HHS-OIG. Insys Pharma, Inc., admitted to implementing a scheme through its speaker program to bribe doctors to prescribe more Subsys, and the United States Attorney's Office for the District of Massachusetts agreed to recommend a sentence for Insys Pharma to pay a total of $30 million (the "Criminal Settlement Amounts") which would be due after sentencing, and not prior to the Petition Date. The plea hearing to consider the Plea Agreement took place on June 7, 2019. At the plea hearing, the United States District Court accepted the guilty plea by Insys Pharma, Inc. and set the sentencing date for July 10, 2019. Although the court commonly accepts a recommended sentence, the court has discretion to impose a more lenient or harsher sentence. If the court does not accept the recommended sentence, the plea agreement gives the company the right to appeal the sentence. The Criminal Settlement Amounts consist of a $2 million fine and $28 million in forfeiture. Pursuant to the DPA, the United States agreed to defer prosecution against Insys on the same criminal mail fraud actions as those to which Insys Pharma, Inc., pleaded guilty for a term of five years if Insys abides by the obligations of the DPA, including certain cooperation and compliance obligations. The DPA also explicitly requires Insys to comply with the terms of the CIA and the DOJ Prepetition Civil Settlement Agreement. Failure to enter into an agreement resolving the DOJ Criminal Actions would likely have resulted in the indictment of Insys by the United States. B. THE DOJ CIVIL SETTLEMENT The DOJ Prepetition Civil Settlement Agreement releases the Debtors from the DOJ Civil Action and is intended to fix the Debtors' liability on account of the DOJ Civil Action. The Debtors' bankruptcy filing, however, prevents the Debtors from satisfying Insys' financial obligations under the DOJ Prepetition Civil Settlement Agreement and creates potential disputes between the Parties that the DOJ Stipulation resolves. Specifically, the DOJ Stipulation, approval of which is sought by the Motion, fixes the amount and priority of the DOJ's Allowed Claim in these Chapter 11 Cases on account of, and otherwise releases the Debtors from, the DOJ Civil Action and any claims related to the Covered Conduct or the DOJ Prepetition Civil Settlement Agreement, eliminates for potential purchasers of the Debtors' assets any successor transfer liability under the False Claims Act or based on the Covered Conduct or the DOJ Prepetition Civil Settlement Agreement, and releases claims against the United States relating to the DOJ Prepetition Civil Settlement Agreement, including the payments made thereunder. 1. The DOJ Prepetition Civil Settlement Agreement On June 5, 2019 Insys entered into the DOJ Prepetition Civil Settlement Agreement, resolving the DOJ Civil Action through, among other things, settlement payments, over time, to the United States and a release of certain claims of the United States against Insys. Pursuant to the DOJ Prepetition Civil Settlement Agreement, the United States agreed to release Insys and its affiliates for any civil or administrative monetary claim the United States has related to the Covered Conduct under (a) the False Claims Act, (b) the Civil Monetary Penalties Law, (c) the Program Fraud Civil Remedies Act, (d) any statutory provisions creating a cause of action for civil damages or civil penalties for which the Civil Division of the DOJ has actual and present authority to assert or compromise, and (e) the common law theories of payment by mistake, unjust enrichment, and fraud, subject to certain conditions and exceptions set forth in the DOJ Prepetition Civil Settlement Agreement. One condition of such release is Insys' full payment of $195 million as restitution (the "Settlement Amount"). On June 6, 2019, the Debtors made the first payment required under the DOJ Prepetition Civil Settlement Agreement of $5 million (the "Initial Settlement Payment") and have not made any other payments thereunder. The DHA also agreed, pursuant to the DOJ Prepetition Civil Settlement Agreement, that it would not seek to exclude Insys from certain federal healthcare programs, subject to certain conditions, including satisfaction of the Settlement Amount. However, the DOJ Prepetition Civil Settlement Agreement provides that if Insys' obligations under that agreement are avoided for any reason, among other things, the United States has an undisputed, non-contingent, liquidated allowed claim against Insys for treble damages under the False Claims Act in the amount of $600 million and penalties. Further, once Insys fails to make a payment of the Settlement Amount as provided in the agreement, Insys shall be in default and the remaining unpaid balance shall become due and payable, and the United States has indicated that it will assert all of its rights, including a right to setoff such amounts. The DOJ Prepetition Civil Settlement Agreement also provides that, upon default, the United States has the right to rescind the agreement and pursue the DOJ Civil Action and to charge interest. The DOJ Prepetition Civil Settlement Agreement was entered into in contemplation of the DOJ Criminal Resolution and resolution of the HHS-OIG Potential Action. The Recitals to the DOJ Prepetition Civil Settlement Agreement state that Insys Pharma, Inc., will enter the Plea Agreement and the DPA. The DOJ Prepetition Civil Settlement Agreement was entered into with the expectation that the Parties would resolve any issues created by the Debtors' bankruptcy filing soon thereafter and enter into the DOJ Stipulation soon after the Petition Date. 2. The DOJ Stipulation On June 10, 2019, the Debtors and the United States entered into the DOJ Stipulation, which includes the following key provisions: a. No Successor or Transferee FCA Liability for Covered Conduct. Provided a Purchaser is not a Related Entity, any Purchaser and its affiliates and their respective successors, assigns, members, partners, principals and shareholders (or equivalent) shall not be liable, responsible or obligated for the Covered Conduct . . . and the United States is barred from pursuing any civil and/or administrative claims, actions, or proceedings against the Purchaser for the Covered Conduct, or otherwise objecting to any 363 Sale based on the Covered Conduct, the [DOJ Prepetition Civil] Settlement Agreement with Insys, or for any other reason as a creditor solely with respect to the Allowed Claim. The United States will cooperate with the Debtors and each Purchaser to include language acceptable to the Parties giving effect to this paragraph in any proposed motion and order approving a 363 Sale. b. The United States Allowed Claim. The United States shall have an undisputed, non-contingent, liquidated allowed unsecured claim in these cases in the amount of $243 million (the "Allowed Claim") against Insys based on the Covered Conduct included in the [DOJ Prepetition Civil] Settlement Agreement; provided, however, that upon the receipt by the United States of a recovery of $195 million on account of the Allowed Claim (including the Initial Settlement Payment), the United States shall release the remainder of its Allowed Claim. This Allowed Claim shall be treated as a prepetition general unsecured claim . . . The Allowed Claim shall be the sole remedy of the United States against Insys or its Debtor affiliates with respect to the claims and causes of action related to or arising from the Covered Conduct or the [DOJ Prepetition Civil] Settlement Agreement. c. Release of Causes of Actions. The United States, on the one hand, and the Debtors, on the other hand, will have no other claims or causes of actions, including but not limited to any causes of action under chapter 5 of the Bankruptcy Code, against each other under or relating to the [DOJ Prepetition Civil] Settlement Agreement or related to the Covered Conduct, and the United States shall retain the Initial Settlement Payment. Thus, the DOJ Stipulation effectively resolves any disputes that may arise under or from the DOJ Prepetition Civil Settlement Agreement and the DOJ Civil Action as related to the Covered Conduct, and provides the exclusive remedy for causes of action related to the DOJ Prepetition Civil Settlement Agreement and any breaches thereof. Specifically, the DOJ Stipulation fixes the United States' claim on account of the DOJ Civil Action and the DOJ Prepetition Civil Settlement Agreement as a non-priority general unsecured claim at $243 million (with a capped distribution of $195 million), an amount well below the $600 million liquidated damages claim provided for under the DOJ Prepetition Civil Settlement Agreement. Further, if the DOJ Stipulation is not approved by the Court, the United States has indicated to the Debtors that it reserves all rights to rescind the releases it provided for the Debtors under the DOJ Prepetition Civil Settlement Agreement and will file a claim for False Claims Act violations against the Debtors in an amount of no less than $744 million in treble damages, plus penalties. The DOJ Stipulation also enables the Debtors to pursue the sales of substantially all of their assets with comfort that the United States will not seek to impose upon purchasers any liability relating to the Covered Conduct or the DOJ Prepetition Civil Settlement Agreement. This is important not only to ensure that the sales are approved without major litigation with the United States on this issue, but also that the Debtors are able to maximize value for these assets, as certain potential purchasers may not be interested in even bidding on the assets without clear advanced comfort on this issue. This provides a major benefit to the Debtors' stakeholders in the Chapter 11 cases, which the Debtors commenced in part to facilitate asset sales to Purchasers as a means to maximize the value of the estate. The effectiveness of the DOJ Stipulation is subject to the approval by this Court. The DOJ Stipulation represents a good faith compromise with the United States in light of the benefits to the Debtors and parties in interest in the Chapter 11 Cases and due to the significant complexity and cost attendant to defense of the DOJ Civil Action. Accordingly, the Debtors request approval of the DOJ Stipulation and authority to enter into it. C. THE HHS-OIG CORPORATE INTEGRITY AGREEMENT On June 5, 2019 Insys entered into the CIA with the HHS-OIG. Pursuant to the CIA, the HHS-OIG agreed not to exclude Insys Therapeutics, Inc., from participation in federal healthcare programs for five years if Insys complies with the terms of the CIA, including heightened monitoring and reporting obligations. Moreover, the Debtors are required to take a number of other actions which include, among other things: (a) ceasing the marketing and promotion of Subsys within 90 days of the effective date of the CIA or the divestiture of Subsys, whichever occurs first, and (b) divesting Subsys and its buprenorphine candidate product to a bona fide independent third party within 12 months and to cease all business activities related to opioids within 12 months. While the monitoring and reporting obligations under the CIA are substantial, they are anticipated to be significantly lessened when the Debtors divest Subsys and their other assets. About INSYS Therapeutics Headquartered in Chandler, Arizona, INSYS Therapeutics -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, INSYS is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. INSYS is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11292). INSYS intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Kevin Gross. Weil, Gotshal & Manges LLP is serving as legal counsel to INSYS, Lazard Freres & Co. LLC is serving as investment banker, and FTI Consulting, Inc. is serving as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. INSYS THERAPEUTICS: Seeks Estimation of 1,000 Subsys Claims ----------------------------------------------------------- INSYS Therapeutics, Inc. (NASDAQ: INSY), et al., are asking the bankruptcy court to approve procedures for estimation and estimate the Debtors' liability with respect to approximately 1,000 claims for actual and compensatory damages asserted by, among others, cities and municipalities, states' attorneys general, personal injury plaintiffs, and insurance providers related to, among other things, the marketing and sale of Subsys (collectively and including similar claims that may be filed on or before the applicable bar date, the "Subsys Claims"). Starting in 2012, the Debtors marketed and sold Subsys, a prescription sublingual fentanyl spray indicated for the management of breakthrough pain in cancer patients 18 years of age and older who are already receiving and who are tolerant to around-the-clock opioid therapy for their underlying persistent cancer pain. The Debtors are currently defendants in approximately 1,000 lawsuits related to the marketing and sale of Subsys. Specifically, certain states' attorneys general, certain municipalities, personal injury plaintiffs, and insurance providers have asserted claims against Insys arising out of the marketing and sale of Subsys. Mounting Claims The Debtors commenced chapter 11 cases with the simple of goal of resolving their mounting and varied unliquidated litigation claims in a fair and efficient process and providing the highest possible recovery to all of their creditors. The Debtors submit that a three-step strategy best accomplishes this goal by: (i) maximizing the value of their enterprise through pursuing a sale of their assets and pursuing affirmative causes of action; (ii) preserving funds by seeking a stay of burdensome and asset-consuming litigation; and (iii) further preserving funds by limiting their time in chapter 11 through estimation of categories of claims to facilitate confirmation of a plan and sooner distributions to creditors. The first prong of the strategy is aimed at increasing the cash value of the Debtors' assets. By contrast, the second and third prongs will preserve as much of that value as possible to pay claimants, rather than using estate assets to fund unnecessary chapter 11 and other legal costs. To these ends, along with the Estimation Motion, the Debtors are contemporaneously filing: (i) a motion to establish procedures to sell substantially all of their assets, (ii) a complaint and motion for preliminary injunction to stay certain, arguably, police power actions, and (iii) a motion to establish a deadline and procedures for filing proofs of claim. In combination, the Estimation Motion and the Bar Date Motion target the third component of the Debtors' overall strategy: implementing a fair and efficient process that enables the Debtors (and their creditors) to fix aggregate amounts of particular categories of claims on an expedited basis. The proposed process will enable the Debtors to propose a confirmable chapter 11 plan and make distributions to creditors sooner than any other option available to the Debtors. Although the Debtors resolved certain litigation claims relating to their prescription opioid SUBSYS prepetition, most notably the civil and criminal claims of the United States, the Estimation Motion is critical because the sheer numbers and types of litigation claims filed against them made prepetition resolution of all the claims impossible. Estimation Motion The Debtors seek to use the chapter 11 cases to reach consensus with key groups of their creditors. Without an efficient claims resolution process to address the multitude of other claims, however, it will be challenging to bring such large numbers of diverse creditors to the negotiating table. Waiting for approximately 1,000 individual cases, many of which are still in their nascent stages, or have yet to be filed, to be resolved will impede the Debtors' ability to formulate, confirm, and implement a plan and could drain the Debtors' estates of tens of millions of dollars -- materially reducing the value of these estates and creditor recoveries. The Estimation Motion seeks relief in two stages: I. The first is an order establishing procedures for the Court to estimate certain categories of claims. The Debtors have retained their own claims estimation expert and will be proposing their own estimates of various categories of claims, but they invite their creditor groups to participate in the process. The Debtors understand that it is likely that each creditor group will seek to increase the size of its claim amount while perhaps decreasing the size of others' claims. The Debtors' only agenda in this regard is to set up a fair and transparent process to ensure that the proportionate distribution of their limited assets among different creditor groups is equitable. Through the various mechanisms provided herein, including document production (to provide access to the Debtors' information), a discovery schedule, and the protective order, the Debtors seek to ensure that every creditor that wishes to participate in the process can do so and all creditors' due process rights are preserved. II. The second order the Debtors will seek -- following discovery and briefing -- is a Court order estimating different categories of claims to enable the Debtors to confirm a plan and make distributions to creditors. Importantly, the Debtors are not seeking through the Estimation Motion to determine the allowed amount of any particular Claim or the allocation of value as among creditors in any particular category – the Debtors will propose such allocation at a later date after discussions with creditors. The estimates being sought are simply categories of claims, similar to the estimation of liabilities in asbestos and other mass tort chapter 11 cases. As noted, there are two choices here -- the first is to use up a significant portion of the Debtors' assets to litigate each claim individually -- that is a "perfect process" but with disastrous results that could lead to zero recoveries for all litigants. The second choice is to use the efficient mechanisms contemplated by the Bankruptcy Code to estimate claims (with all parties having an opportunity to participate) and give all creditors a greater recovery within a better timeframe. The Debtors submit that everyone is better off if the second choice is adopted and request that the Court enter an order estimating the categories of claims. Nathan Associates The Debtors, through Weil, Gotshal & Manges LLP, have retained Nathan Associates to estimate the Debtors' liability for the Subsys Claims. Nathan Associates is well known in its fields of expertise, which include litigation and expert services like valuation of damages claims. Nathan Associates has extensive experience advising companies facing mass tort and environmental litigation in a wide array of product, toxic tort, environmental and exposure claims including those arising from the pharmaceutical industry. About INSYS Therapeutics Headquartered in Chandler, Arizona, INSYS Therapeutics -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, INSYS is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. INSYS is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). INSYS intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Kevin Gross. Weil, Gotshal & Manges LLP is serving as legal counsel to INSYS, Lazard Freres & Co. LLC is serving as investment banker, and FTI Consulting, Inc. is serving as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. INTEGRAND ASSURANCE: A.M. Best Changes Issuer Credit Rating to 'e' ------------------------------------------------------------------ A.M. Best has removed from under review with negative implications and changed the Financial Strength Rating to a Non-Rating Designation of E (Under Regulatory Supervision) from C++ (Marginal) and the Long-Term Issuer Credit Rating to "e" from "b" of INTEGRAND Assurance Company (San Juan, Puerto Rico), following a recent court decision that placed the company under regulatory supervision. INTEGRAND was placed under regulatory supervision (Puerto Rico) primarily due to the sizable development on Hurricane Maria losses that exhausted its reinsurance protection. The Hurricane Maria losses developed significantly in the second half of 2018 and in the first quarter of 2019. Additionally, the company still has exposure to disputed reinsurance recoverable, with heightened uncertainty regarding the ultimate resolution. INTEGRATED STRUCTURES: July 23 Plan Confirmation Hearing -------------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Integrated Structures Corp., is approved. The hearing to consider confirmation of the Plan, and any objections, will be held on July 23, 2019 at 11:00 a.m. All ballots voting in favor of or against the Plan must be submitted no later than July 8, 2019. Other than objections filed by the UST, all objections to confirmation of the Plan must be filed by July 8, 2019. About Integrated Structures Corp. Integrated Structures Corp. is a heavy construction contractor. It provides services as a general contractor in the structural steel and masonry and stone areas, and as a subcontractor on major construction projects in the Metropolitan New York City area. Integrated Structures Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-75420) on December 16, 2015. The petition was signed by Francis Lee, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. ISRS REALTY: Amends Plan to Modify Impairment of Classes of Claims ------------------------------------------------------------------ ISRS Realty LLC and IRS Realty LLC filed an amended Chapter 11 Plan and accompanying First Amended Disclosure Statement to provide that Class 3 (East West Bank ISRS Secured Claim), Class 4 (East West Bank IRS Secured Claim), Class 5 (ISRS Unsecured Claims), and Class 6 (Unsecured Claims) are impaired. The prior Plan provided that only Classes 5 and 6 are impaired. Class 6 Unsecured Claims in the estimated aggregate amount (not including "Insiders" within the meaning of Section 101(14) of the Bankruptcy Code) of $22,000 shall receive (a) in the event of a refinance of the IRS Property, 100% of their Allowed Claims, without interest, from the Distribution Fund on the IRS Sale Closing Date, or (b) in the event of a sale of the IRS Property, a Pro Rata portion of the remaining Distribution Fund derived from the IRS Sale proceeds, if any, after the payment of all IRS Administrative, Priority, post-Effective Date legal fees and Class 2 and Class 4 Allowed Secured Claims in full, within ten (10) business days of the IRS Sale Closing Date, up to 100% of their Allowed Claims, with no post-Petition Date interest thereon. Class 6 Allowed Unsecured Claims are Impaired and are entitled to vote on the Plan. Class 3 - East West Bank ISRS Secured Claim. The East West Bank Allowed Class 3 Secured Claim in the approximate amount of $1,606,493.30, together with any unpaid statutory judgment interest, costs and reasonable attorneys' fees accrued thereon through the ISRS Sale Closing Date, shall be paid in full, in Cash, from the Distribution Fund or, if applicable, by virtue of credit bid pursuant to section 363(k) of the Bankruptcy Code, upon the Closing after the payment of Class 1 Secured Claims, to be governed by Section 4.2 of the Plan. The Class 3 Allowed Secured Claim is Impaired and entitled to vote on the Plan. Class 4 - East West Bank IRS Secured Claim. The East West Bank Allowed Class 4 Secured Claim in the approximate amount of $2,048,328.24, together with any unpaid statutory judgment interest, costs and reasonable attorneys' fees accrued thereon through the IRS Sale Closing, shall be paid in full, in Cash, from the Distribution Fund or, if applicable, by virtue of credit bid pursuant to section 363(k) of the Bankruptcy Code, upon the Closing after the payment of Class 2 Secured Claims, to be governed by Section 4.2 of the Plan. The Class 4 Claimholder shall continue to receive monthly adequate protection payments until its Class 4 Claim is satisfied in full hereunder. The Class 4 Allowed Secured Claim is Impaired and entitled to vote on the Plan. Class 5 - ISRS Unsecured Claims: Holders of Allowed Class 5 Unsecured Claims in the estimated aggregate amount (not including "Insiders" within meaning of section 101(14 of the Bankruptcy Code5) of $35,000 shall receive (a) in the event of a refinance of the ISRS Property, 100% of their Allowed Claims, without interest, from the Distribution Fund on the ISRS Sale Closing Date or (b) in the event of a sale of the ISRS Property, a Pro Rata portion of the remaining Distribution Fund derived from the ISRS Sale proceeds, if any, after the payment of all ISRS Administrative, Priority, post-Effective Date legal fees and Class 1 and Class 3 Allowed Secured Claims in full, within ten (10) business days of the ISRS Sale Closing Date, up to 100% of their Allowed Claims, with no post-Petition Date interest thereon. Class 5 Allowed Unsecured Claims are Impaired and are entitled to vote on the Plan. Class 7 - Interests: Allowed Interests, held by Rajeev Sindhwani and In Jeong Son each in the amount of 50%, shall receive a Pro Rata portion of the remaining proceeds of the Distribution Fund, based upon the particular percentage of Interest held, after the payment of all classified and unclassified Allowed Claims and any post-Effective Date legal fees and costs of the Debtors' estate. Class 7 Interests are unimpaired and are deemed to have accepted the Plan. The Debtors shall continue to market the ISRS Property and IRS Property post-confirmation and shall continue to engage a real estate broker and/or mortgage broker to assist in such efforts, in order to refinance or sell and liquidate the ISRS Property and IRS Property, respectively, for the highest and best price on or before the respective Sale Closing Dates. Upon Closing, the proceeds of refinance or sale shall be distributed to holders of Claims and Interests in the same manner as provided for in Article III of the Plan. A full-text copy of the First Amended Disclosure Statement dated May 23, 2019, is available at https://tinyurl.com/yy6oplaz from PacerMonitor.com at no charge. Attorneys for the Debtors: Robert L. Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: (914) 381-7400 About ISRS Realty ISRS Realty and IRS Realty are single asset real estate debtors (as defined in 11 U.S.C. Section 101(51B)). ISRS Realty and IRS Realty each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-23867 and 18-23868, respectively) on Dec. 5, 2018. In the petitions signed by Dr. Rajeev Sindhwani, managing member, the Debtors each estimated $1 million to $10 million in both assets and liabilities. Julie Cvek Curley, Esq., and Erica R. Aisner, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtors' counsel. On April 2, the Court issued an order granting the application to employ Rattet PLLC as Substitute Attorneys for the Debtors. JONES ENERGY: Davis Polk, Haynes Represent Unsecured Noteholders ---------------------------------------------------------------- Pursuant to F.R.B.P. Rule 2019, the law firms of Davis Polk & Wardwell, LLP, and Haynes and Boone, LLP, disclosed that they represent the ad hoc group of Jones Energy noteholders in the Chapter 11 cases of Jones Energy, Inc., et al. The Ad Hoc Noteholders Group is comprised of holders of, among other disclosable economic interests, the 6.75% Senior Notes due 2022 and 9.25% Senior Notes due 2023 issued by Jones Energy Holdings, LLC, and Jones Energy Finance Corp. As of mid-April 2019, members of the Ad Hoc Noteholders Group and their disclosable interests are: 1. AIG Asset Mangement (US), LLC * $5,040,000 of First Lien Notes due 2023 * $45,320,000 of 6.75% Senior Notes due 2022 2. Avenue Energy Opportunities Fund L.P * $76,090,000 of First Lien Notes due 2023 * 15,169,000 of 6.75% Senior Notes due 2022 * $106,765,000 of 9.25% Senior Notes due 2023 3. Brookfield Asset Management Private Institutional Capital Advisor (Credit), LLC * 16,000,000 of 6.75% Senior Notes due 2022 * $3,000,000 of 9.25% Senior Notes due 2023 4. Contrarian Capital Management, LLC * $5,000,000 of First Lien Notes due 2023 * $99,859,000 of 6.75% Senior Notes due 2022 5. Crescent Capital Group, L.P. * $11,550,000 of 6.75% Senior Notes due 2022 6. Deutsche Bank Securities Inc. * $6,098,000 of First Lien Notes due 2023 * $28,481,000 of 6.75% Senior Notes due 2022 7. Glendon Capital Management L.P. * $28,250,000 of First Lien Notes due 2023 * $26,500,000 of 6.75% Senior Notes due 2022 * $3,000,000 of 9.25% Senior Notes due 2023 8. Jefferies LLC * $221,000 of 6.75% Senior Notes due 2022 9. MAN GLG Credit Multi-Strategy Master Fund, et al. * $3,000,0000 of 6.75% Senior Notes due 2022 10. Nokota Capital Master Fund, L.P. * 22,500,000 of 6.75% Senior Notes due 2022 11. Nomura Credit and Asset Management Inc. * $14,875,000 of First Lien Notes due 2023 * $15,000,000 of 6.75% Senior Notes due 2022 * $8,525,000 of 9.25% Senior Notes due 2023 12. Union Square Park Partners L.P., et al. * $2,500,000 of 6.75% Senior Notes due 2022 * $1,000,000 of 9.25% Senior Notes due 2023 13. Whitebox Assymetric Partners, LP., et al. * $31,000,000 of First Lien Notes due 2023 * $82,377,000 of 6.75% Senior Notes due 2022 * $6,000,000 of 9.25% Senior Notes due 2023 The Ad Hoc Noteholders Group's counsel: Brian M. Resnick, Esq. Benjamin M. Schak, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 701-5800 E-mail: brian.resnick@davispolk.com Benjamin.schak@davispolk.com The Ad Hoc Noteholders Group's local counsel: Charles A. Beckham, Jr., Esq. Kelli S. Norfleet, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 2100 Houston, TX 77010 Tel: (713) 547-2000 Fax: (713) 547-2600 E-mail: charles.beckham@haynesboone.com Kelli.norfleet@haynesboone.com About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the exploration, development, production and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas. Jones Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32112) on April 14, 2019. At the time of the filing, the Debtors had total assets of $405,575,000 and liabilities of $1,116,839,000. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Jackson Walker LLP as co-counsel with Kirkland and as conflicts counsel; Evercore Group LLC as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; Deloitte Tax LLP as tax restructuring advisor; Baker Botts LLP as special corporate counsel; and Epiq Corporate Restructuring, LLC, as claims, noticing and solicitation agent. The Debtors' plan of reorganization was confirmed without objection on May 6, 2019, and Jones Energy emerged from chapter 11 on May 17, 2019. JONES ENERGY: Milbank, Porter Hedges Represent 1st Lien Group ------------------------------------------------------------- Milbank LLP and Porter Hedges LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with their representation of the First Lien Ad Hoc Group in the Chapter 11 cases of Jones Energy, Inc., et al. The First Lien Ad Hoc Group is comprised of creditors who hold, control, or otherwise have discretionary authority over indebtedness arising under those certain 9.250% Senior Secured First Lien Notes due 2023 issued by Jones Energy Holdings, LLC and Jones Energy Finance Corp. pursuant to an Indenture, dated as of February 14, 2018, among the Company, Finance Corp., and Jones Energy, Inc., the subsidiary guarantors named therein or party thereto, and UMB Bank, N.A., as trustee. As of April 12, 2019, members of the First Lien Ad Hoc Group and their disclosable interests are: 1. Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071 * First Lien Notes: $18,670,000 2. Capital International S.a.r.l. 333 South Hope Street Los Angeles, CA 90071 * First Lien Notes: $230,000 3. Citigroup Global Markets Inc. 1615 Brett Road OPS III New Castle, DE 19720 * First Lien Notes: $25,584,000 * 9.25% Senior Notes due 2023: $720,000 4. Oaktree Capital Management, L.P. 333 S. Grand Ave. 28th Floor Los Angeles, CA 90071 * First Lien Notes: $114,371,000 5. Polygon Global Partners LLP 4 Sloane Terrace London SW1X 9DQ United Kingdom * First Lien Notes: $31,700,000 6. Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 * First Lien Notes: $46,733,000 7. Wolverine Asset Management, LLC 175 W Jackson Blvd #340 Chicago, IL 60604 * First Lien Notes: $12,000,000 Counsel for the First Lien Ad Hoc Group: John F. Higgins, Esq. Eric M. English, Esq. Genevieve M. Graham, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002-2764 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 E-mail: jhiggins@porterhedges.com eenglish@porterhedges.com ggraham@porterhedges.com - and - Dennis F. Dunne, Esq. Evan R. Fleck, Esq. Michael W. Price, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 E-mail: ddunne@milbank.com efleck@milbank.com mprice@milbank.com About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the exploration, development, production and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas. Jones Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32112) on April 14, 2019. At the time of the filing, the Debtors had total assets of $405,575,000 and liabilities of $1,116,839,000. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Jackson Walker LLP as co-counsel with Kirkland and as conflicts counsel; Evercore Group LLC as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; Deloitte Tax LLP as tax restructuring advisor; Baker Botts LLP as special corporate counsel; and Epiq Corporate Restructuring, LLC, as claims, noticing and solicitation agent. The Debtors' plan of reorganization was confirmed without objection on May 6, 2019, and Jones Energy emerged from chapter 11 on May 17, 2019. JP ADVANCED: Inks Settlement on Treatment of Lender's Secured Claim ------------------------------------------------------------------- JP Advanced Solutions, LLC, filed an amended Chapter 11 Plan and accompanying amended Disclosure Statement proposing to pay 100% to holders of general unsecured claims and proposing to pay the secured claims of its lender in accordance with a Court-approved stipulation. MidFirst Bank, a federally chartered savings association, on or about December 8, 2017, made a loan in the principal amount of $89,740. Under the Court-approved stipulation, the Lender and the Debtor agree that the Lender's Allowed Claim in the amount of $82,732, as of the Petition Date, will be paid without interest (0.00%) per annum in 72 equal monthly installments commencing the 1st day of the month following the date of entry of an order confirming the Plan and on the 1st calendar date of each month thereafter until paid in full. Class 3 Claims will be paid, in full, without interest, over 72 months from the Effective Date of the Plan. The Debtor will pay $9,100 in total monthly towards Class 3 Claims. The Debtor will make such payments, pro-rata, to each holder of a Class 2 Claim, on or before the fifteenth day of each month, commencing on the calendar month following the Effective Date. For clarity, if the Effective Date falls in March, those payments will commence in April. Included within Class 3 Claims are two (2) claims by Insiders, as follows: -- Jerzy Poprawa $15,000 Unpaid salary and unpaid reimbursements; and -- Timothy Schrimsher $12,000 Unpaid salary. Class 3 claims are impaired and entitled to vote on the Plan. Allowed Class 3 Claims are estimated to be $736,096.15. The Plan will be funded from the proceeds of Debtor’s operations. A full-text copy of the Disclosure Statement dated May 23, 2019, is available at https://tinyurl.com/y6sxkcv8 from PacerMonitor.com at no charge. Counsel to the Debtor are Jonathan P. Ibsen, Esq., and Craig P. Cherney, Esq., at Canterbury Law Group, LLP, in Scottsdale, Arizona. About JP Advanced Solutions JP Advanced Solutions, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-09028) on July 29, 2018. In the petition signed by Jerzy Poprawa, president, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor tapped Jonathan Philip Ibsen, Esq., at Canterbury Law Group, LLP, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of JP Advanced Solutions, LLC as of August 14, according to a court docket. KAPPA DEVELOPMENT: Aug. 1 Plan Confirmation Hearing --------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Kappa Development & General Contracting, Inc., is approved. A hearing on confirmation of the Plan will be held on August 1, 2019, at 1:30 P.M., in the Bankruptcy Courtroom, 7th Floor, Dan M. Russell, Jr. U.S. Courthouse, 2012 15th Street, Gulfport, Mississippi. The 18th day of July, 2019 is fixed as the last day for filing written objections to confirmation of the Plan. The 25th day of July, 2019 is fixed as the last day for submitting ballots of acceptance or rejection of the Plan. About Kappa Development Kappa Development & General Contracting, Inc., based in Gulfport, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-51155) on June 12, 2017. In the petition signed by Randy Blacklidge, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Katharine M. Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd & Wiser, serves as the Debtor's bankruptcy counsel. KBC ENTERPRISE: June 18 Plan Confirmation Hearing ------------------------------------------------- The First Amended Disclosure Statement explaining the Chapter 11 Plan of KBC Enterprise LLC (a/k/a KBC Distributing and a/k/a D.R. Jones Distributing) is approved. The hearing to consider confirmation of the Debtor's First Amended Plan will be held on June 18, 2019 beginning at 9:00 a.m. (ET) in the United States Bankruptcy Court, 100 East Vine Street, Second Floor, Lexington, Kentucky. June 12, 2019 is fixed as the last day for filing and serving written objections to confirmation of the First Amended Plan and the last day for remitting ballots and written acceptances or rejections of the First Amended Plan. Counsel for the Debtor is Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, in Lexington, Kentucky. About KBC Enterprise KBC Enterprise LLC is a frozen dessert supplier in London, Kentucky. KBC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 18-61316) on Oct. 22, 2018. In the petition signed by Carlos Carpenter, president, KBC estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. KBC tapped DelCotto Law Group PLLC as its legal counsel. KENMETAL LLC: July 16 Plan Confirmation Hearing ----------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Kenmetal, LLC, is approved. July 16, 2019 at 11:00 a.m., Eastern Time, is fixed as the time for the hearing on confirmation of the Plan. The hearing will be held in Courtroom 1402, United States Courthouse, 75 Ted Turner Drive, S.W., Atlanta, Georgia 30303. July 9, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Plan . July 9, 2019 is fixed as the last day for filing ballots indicating written acceptances or rejections of the Plan. About Kenmetal LLC Kenmetal, LLC, operates a 50-bed skilled nursing facility known as the Kenwood Manor located at 502 West Pine Avenue, Enid, Oklahoma. Kenmetal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-65903) on Sept. 21, 2018. In the petition signed by Christopher F. Brogdon, managing member, the Debtor estimated assets and liabilities of less than $10 million. The Debtor tapped Theodore N. Stapleton, Esq., of Theodore N. Stapleton, P.C., as counsel. KINERJAPAY CORP: Incurs $8.1M Net Loss for Quarter Ended March 31 ----------------------------------------------------------------- KinerjaPay Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $8,068,031 on $94,939 of revenue for the three months ended March 31, 2019, compared to a net loss of $3,367,235 on $0 of revenue for the same period in 2018. At March 31, 2019 the Company had total assets of $4,313,546, total liabilities of $6,303,320, and $1,989,776 in total stockholders' deficit. The Company has not established sufficient revenue to cover its operating costs, and as such, has incurred an operating loss since inception. For the three months ended March 31, 2019, the Company had a net loss of approximately $8,068,000. At March 31, 2019, the Company had an accumulated deficit of approximately $26,213,000 and a working capital deficit of approximately $3,967,000. These factors raise substantial doubt about the Company's ability to continue as a going concern, within one year from the issuance date of this filing. The Company's ability to continue as a going concern is dependent on its ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. During the three months ended March 31, 2018, the Company received net cash proceeds of approximately $935,000 from the issuance of new convertible debentures. Subsequent to March 31, 2019, the Company received approximately $500,000 in net cash proceeds from the issuance of new convertible debentures. Chief Executive Officer Edwin Witarsa Ng and Chief Financial Officer Windy Johan stated, "Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. The Company continues to pursue external financing alternatives to improve its working capital position." A copy of the Form 10-Q is available at: https://is.gd/7K1Acn KinerjaPay Corp. operates an e-commerce platform in Indonesia. The company's platform, KinerjaPay IP, an e-wallet service for bill transfers and online shopping; and allows top-up phone credit for users. KinerjaPay Corp. was founded in 2010 and is based in Medan, Indonesia. KINNEY FARMS: Unsecured Creditors to Get $250K Over 5 Years ----------------------------------------------------------- Kinney Farms, Inc., filed a Chapter 11 Plan and accompanying disclosure statement. Class 3. General Unsecured Claims (Estimated amount: $2.4 million). General unsecured claims shall include allowed unsecured claims; allowed deficiency claims; and unsecured, nonpriority tax claims. Holders of allowed unsecured claims shall be paid pro rata. Distributions shall be made annually for a term of 5 years to begin on the Effective Date. Each Distribution shall be in the sum of $50,000 for a total dividend to holders of general unsecured claims of $250,000. Class 4. The Equity interests of the Debtor. It is anticipated that ownership of all property of the estate shall vest with the Debtor on the Effective Date, with Mr. Kinney to retain his ownership of the Debtor. It is also anticipated that Mr. Kinney will continue to maintain and oversee the day to day operations of the Debtor, and will continue to do so with fair market compensation from the Debtor. The payments required under this plan will be funded from the business revenues of the Debtor, consistent with the budget and projections, to be filed separately. A full-text copy of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/y4na4amw from PacerMonitor.com at no charge. About Kinney Farms Kinney Farms, Inc. is a Bunnell, Florida-based privately held company in the agricultural industry. Kinney Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04194) on Nov. 30, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Paul M. Glenn. The Debtor tapped the Law Offices of Scott W. Spradley, P.A. as its legal counsel. KLC SAN DIEGO: Plan Modifies Treatment of VHCP, ITL Unsecured Claim ------------------------------------------------------------------- KLC San Diego Enterprises, Inc., filed a disclosure statement in support of its plan of reorganization dated May 28, 2019. This latest filing modifies the treatment of Village Hillcrest Partners, LP's unsecured claim in Class 2 and the unsecured claim of Island Terrace, LP in Class 3. Village Hillcrest will now be paid in full plus interest at the federal post-judgment rate of 2.37% per annum (or such other rate as the Bankruptcy Court 4 may require) from and after the Effective Date. Payments shall be made in 60 equal monthly installments estimated to be $8,845. The first payment will be due on the 10th business day after the Effective Date, and each subsequent payment shall be due on the same day of each subsequent month thereafter. If the cap amount is substantially greater than $500,000, the Debtor may seek to extend the payment period. Unless a motion to reject is filed prior to the Confirmation Date, the Debtor will be deemed to have assumed the lease as of the Effective Date, and the Debtor will pay Island Terrace's Class 3 Claim in accordance with the terms of such lease. Any unpaid sums due for payments that accrued after the Petition Date will be paid in full, in cash, on the later of the Effective Date or when due under the lease. Any unpaid sums due as of the Petition Date shall be paid in full, in cash, on the 30th day after the Effective Date. A copy of the Latest Disclosure Statement is available at https://tinyurl.com/y5cf5qqg from Pacermonitor.com at no charge. About KLC San Diego Enterprises KLC San Diego Enterprises, Inc., filed its Articles of Incorporation in California on May 18, 2000, according to public records filed with the California Secretary of State. It operates in the offices of real estate agents and brokers industry. KLC San Diego Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 18-07336) on Dec. 11, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Christopher B. Latham. Curry Advisors is the Debtor's counsel. LAWSON NURSING: HNB Opposes Approval of Proposed Plan Outline ------------------------------------------------------------- The Huntington National Bank filed an objection to Lawson Nursing Home, Inc.'s disclosure statement in connection with its small business liquidating plan dated April 22, 2019. HNB is a party in interest in this case as it is a secured creditor of the Debtor. HNB is the holder of first priority security interest liens in the personal property assets of Debtor, including inventory, chattel paper, accounts, receivables, equipment, documents and general intangibles as well as certain titled motor vehicles as more fully set forth in certain notes, security agreements, guarantees and other loan security documents executed by the Debtor. HNB complains that the Debtor's proposed Disclosure Statement fails to meet the standards required by Section 1125 of the Bankruptcy Code in that the Plan it describes is patently unconfirmable and it does not provide adequate information to creditors regarding the proposed Plan filed by the Debtor. Additionally, the Disclosure Statement contains a number of typographical mistakes which must be fixed to clearly and adequately inform creditors. HNB raises the following specific objections to the Disclosure Statement that require the Court to deny its approval: (a) The Disclosure Statement and Plan rely solely upon a purchaser of the stock and/or assets of the Debtor for a minimum of $3,200,000 which purchase terms are to be set forth in a stock purchase agreement and/or asset purchase agreement. The Disclosure Statement and Plan then generally refer to a Motion for Approval of Bidding Procedures and Motion to Sell. As of the date of the filing of these Objections, the Debtor has not secured a Proposed Purchase Agreement either in the form of a Stock Purchase Agreement and/or Asset Purchase Agreement. (b) The Debtor filed neither a Motion for Approval of Bidding Procedures nor a Motion to Sell. (c) Without a Proposed Purchase Agreement and related motions for bidding procedures and for the sale of the stock/assets for $3,200,000, the Disclosure Statement describes a fictional sale. Devoid of a buyer, a purchase price, and any proceeds to fund a Plan and distribute to creditors, the Disclosure Statement cannot be approved since the Plan is not confirmable. In addition, the instant case is dragging on and the Debtor's actions and inactions during the course of the case reveal the Debtor is failing to properly manage its post-petition obligations. Unless the Debtor has a ready, willing and committee purchaser for a price sufficient to pay creditors, a Chapter 11 trustee should be appointed to adequately market and sell the Debtor’s business/assets. A copy of HNB's Objection is available at https://tinyurl.com/yyxhu86b from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that the Debtor is contemplating a sale of stock in the Debtor. The minimum purchase price is $3,200,000, with the option for other Qualified Bidders to bid on the stock. This will allow the Debtor to maximize the value of the stock in the Debtor and ensure that the purchase is the highest and best offer. A full-text copy of the Disclosure Statement dated April 22, 2019, is available at https://tinyurl.com/y55r9obw from PacerMonitor.com at no charge. Attorneys for The Huntington National Bank: John B. Joyce, Esquire PA ID No. 68242 One Gateway Center, 9th Floor Pittsburgh, PA 15222 412-281-7650 About Lawson Nursing Home Lawson Nursing Home, Inc., is a nursing home in Jefferson Hills, Pennsylvania. It is a small facility with 50 beds and has for-profit, corporate ownership. Lawson Nursing Home sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-23979) on October 10, 2018. In the petition signed by Derek R. Glaser, president, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. LAWSON NURSING: IRS Objects to Disclosure Statement --------------------------------------------------- The United States of America, on behalf of the Internal Revenue Service, objects to the Disclosure Statement explaining Lawson Nursing Home, Inc.'s Chapter 11 Plan. The IRS asserts that in order to provide adequate information to creditors in the disclosure statement, the Debtor must file the missing Forms 945 or confirm that it is not required to file these returns and it should disclose the large potential employment tax liability for the second quarter of 2019. About Lawson Nursing Home Lawson Nursing Home, Inc., is a nursing home in Jefferson Hills, Pennsylvania. It is a small facility with 50 beds and has for-profit, corporate ownership. Lawson Nursing Home sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-23979) on October 10, 2018. In the petition signed by Derek R. Glaser, president, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. LEGACY RESERVES: To File for Chapter 11 with Prearranged Plan ------------------------------------------------------------- Legacy Reserves Inc. (NASDAQ: LGCY) said June 10, 2019, that it has executed, a restructuring support agreement with its lenders under its reserve based revolving credit facility and the lenders under its second lien term loan. The proposed financial restructuring would significantly reduce the Company's debt, provide access to additional capital, and establish a more sustainable capital structure. To facilitate the financial restructuring and implement the pre-arranged plan of reorganization contemplated by the Restructuring Agreement, the Company expects to file voluntary petitions for reorganization in the United States Bankruptcy Court for the Southern District of Texas pursuant to chapter 11 of the United States Bankruptcy Code. The Plan, which the RBL Lenders and Second Lien Lenders have agreed to support, will provide for, among other things: (1) significant de-leveraging of the Company's capital structure by over $900 million, including an infusion of at least $200 million in equity capital through a rights offering and a committed equity backstop; and (2) payment in full of the Company's other secured creditors, tax and other priority claimants, trade creditors and employees. Consummation of the Plan, including the infusion of new equity, will be subject to confirmation by the Court in addition to other conditions to be set forth in the Plan and related transaction documents. The Plan is expected to be filed within 30 days following the commencement of the chapter 11 cases. The Company is also in active discussions with the advisors for a group of the Company's noteholders regarding terms for their support of the Restructuring Agreement. The Company will continue to operate its business in the normal course without material disruption to its vendors, partners or employees, and expects to have sufficient liquidity to meet its financial obligations during the restructuring. The Restructuring Agreement contemplates that the Company will obtain debtor-in possession ("DIP") financing provided by certain of its existing RBL Lenders, including Wells Fargo Bank, National Association. The DIP financing, subject to Court approval, will refinance portions of the Company's existing reserve-based credit facility and provide an additional $100 million in new money to support the Company's day-to-day operations and finance the restructuring process. The Restructuring Agreement further provides that, upon confirmation of the Plan and emergence from chapter 11, the Company will obtain access to a senior secured asset-based lending credit facility in a maximum amount of $500 million provided by certain of the existing RBL Lenders. Dan Westcott, Chief Executive Officer of the Company, said, "We explored a wide variety of alternatives to address our balance sheet and looming bank maturity during a sustained downturn in oil and gas prices. After concluding this broad process, we believe that the financial restructuring negotiated with our creditors provides the best path forward for the Company. Through the proposed terms of the plan of reorganization, we believe our right-sized balance sheet will enable us to successfully compete in the current environment. "I want to express my gratitude to the employees for their continued dedication and hard work, and to our service providers, business partners and other stakeholders for their ongoing support during this time. We are grateful to GSO Capital Partners LP, who, as Plan Sponsor, has committed to ensure that at least $200 million of new equity is invested into the Company. Following the negotiated restructuring, we look forward to having substantially less debt and significantly enhanced prospects for our Company, our employees and our future stakeholders." About Legacy Reserves Legacy Reserves Inc. -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. PJT Partners LP is acting as financial advisor for GSO Capital Partners LP, and Latham & Watkins LLP is acting as legal advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. MAJOR EVENTS: New Plan Amends Treatment of SHL Secured Claim ------------------------------------------------------------ Major Events Group LLC filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania its fifth amended chapter 11 plan of reorganization. This latest plan amends the treatment of several classes of claims, including the Class 2 secured claim of Select Holdings, LLC. Claim 6-1 was filed by Select Holdings LLC in the amount $89,734.67; the amount to be paid per the Court Order dated March 2, 2019 is $75,327.48 and post petition interest on the claim until paid. Claim 6-1 has been partially paid from the sale of 327 Walnut St.; the Debtor closed the sale of this property on or about March 31, 2019. The proceeds from the sale generated $72,000 paid on Claim 6-1. Subsequent sales of real property will pay the remaining balance due Select. An additional $10,000 is held in escrow and this amount can be used to reduce this claim. 5347 Oxford Avenue is being listed for sale and the proceeds shall pay the remaining balance due Select. The post petition interest on the claim has been calculated at the Note rate of 7% and the default provision rate. The post petition interest calculated on a 360 day year, per the note. A copy of the Fifth Amended Plan is available at https://tinyurl.com/y68rk4tb from Pacermonitor.com at no charge. About Major Events Group Major Events Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11123) on Feb. 20, 2018. In the petition signed by Antoine Gardiner, president, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Eric L. Frank presides over the case. The Debtor tapped Michael P. Kutzer, Esq., as its legal counsel. MARKHAM, IL: S&P Lowers GO Bond Rating to 'B'; Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its rating to 'B' from 'B+' on Markham, Ill.'s existing general obligation (GO) debt. The outlook is negative. "The rating action is based on our view of the city's continued structural imbalance and its effect on the city's budgetary flexibility, liquidity, and management conditions," said S&P Global Ratings credit analyst Helen Samuelson. "Furthermore, our negative outlook is based on our belief that the city's credit factors may weaken over the one-year outlook horizon and thereafter, particularly should the city fail to enact budgetary measures in budget year 2020 that address its expenditures, which historically have been plagued by negative budget variances," Ms. Samuelson added. The bonds are general obligations of the city. An unlimited ad valorem tax, levied on all taxable property in the city, secures the bonds. The rating also reflects S&P's view of the city's: -- Weak economy, with projected per capita effective buying income at 51.6% and market value per capita of $30,563, that is gaining advantage from access to a broad and diverse metropolitan statistical area (MSA); -- Weak management, with vulnerable financial policies and practices under S&P's Financial Management Assessment methodology; -- Very weak budgetary performance, with operating deficits in the general fund and at the total governmental fund level in fiscal 2017; -- Very weak budgetary flexibility, with an available fund balance in fiscal 2017 of negative 41% of operating expenditures; -- Adequate liquidity, with total government available cash at 38.9% of total governmental fund expenditures and 3.2x governmental debt service, and access to external liquidity S&P considerd limited and an exposure to a non-remote contingent liability risk; -- Very weak debt and contingent liability position, with debt service carrying charges at 12.2% of expenditures and net direct debt that is 190.4% of total governmental fund revenue, and high overall net debt at greater than 10.0% of market value and a large pension and other postemployment benefit (OPEB) obligation and the lack of a plan to sufficiently address the obligation, but rapid amortization, with 75.2% of debt scheduled to be retired in 10 years; and -- Strong institutional framework score. Markham is located about 24 miles south of Chicago. Its location near two interstates is attracting developments such as a new trucking company and several automotive and trucking service centers. MODERN PROMOS: Seeks Conditional Approval of Proposed Disclosures ----------------------------------------------------------------- Modern Promos, LLC, filed an application for conditional approval of its disclosure statement in support of its plan of reorganization dated May 28, 2019. The Debtor also asks the Court to fix a time for filing objections to the disclosure statement and plan, and fix a date for a hearing on final approval of the disclosure statement and confirmation of the plan. Under the plan, the non-insider unsecured claims of the Debtor total approximately $867,998, including the Unsecured Claims held by the Class 2, Class 3, Class 5 and Class 6 Creditors. The Debtor's plan is to pay the non-insider, unsecured claims in Class 7 a total amount of 10% of each Class 7 creditors’ claim allowed by the Court. The Debtor will pay 5% payable on or before Dec. 31, 2019 and 5% payable on or before Dec. 31, 2020. The balance of the unsecured claims will be discharged. The Debtor intends to make payments required under the Plan from future operations and income derived from the operation of the Debtor’s business. A copy of the Disclosure Statement dated May 28, 2019 is available at https://tinyurl.com/y2lf3d6d from Pacermonitor.com at no charge. About Modern Promos Edina, Minnesota-based Modern Promos, L.L.C. -- http://www.modernpromos.com/-- is a brand activation agency specializing in planning and activating impactful brand experience by activating directly with brands or partnering with key advertising, public relations and marketing agencies. Modern Promos works closely with agency or brand teams to create custom experiences and activations with branded elements such as signage, tents, wrapped vehicles, displays, digital photo experiences, and digital media such as virtual reality, social media, lead retrieval and customized data capture. Modern Promos, L.L.C. filed a Chapter 11 petition (Bankr. D. Minn. Case No. 18-43517) on Nov. 8, 2018. In the petition signed by Jonathon E. Nelson, CEO/president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Michael E. Ridgway. The Debtor tapped Steven B. Nosek, Esq., of Steven Nosek, P.A., as its legal counsel. NEW COTAI: Noteholders Seek to Terminate Exclusivity Period ----------------------------------------------------------- An ad hoc group of noteholders of New Cotai Holdings, LLC asked the U.S. Bankruptcy Court for the Southern District of New York to terminate the exclusivity period for the company's Chapter 11 reorganization plan. The exclusivity period refers to the 120-day period in which only the company can file a plan of reorganization after a bankruptcy petition. In its motion, the group argued the company cannot propose a viable plan without the support of noteholders, which hold more than 70 percent of all claims against the company and its affiliates. "Without the ad hoc group's support, the debtors will not be able to satisfy the impaired accepting class requirement," said the group's attorney, Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. "The debtors' inability to propose a viable, confirmable plan and unwillingness to engage in good faith on terms of a restructuring that would garner the support of the ad hoc group constitute cause to terminate the exclusivity period," Mr. Qureshi said. The termination of the exclusivity period would allow the noteholders' group to propose a rival plan, which it intends to fund through a "debtor-in-possession" loan. The group believes the bankruptcy loan would provide sufficient liquidity to pay all trade claims in full and in cash, according to court filings. The noteholders' group is represented by: Michael S. Stamer, Esq. Abid Qureshi, Esq. Meredith A. Lahaie, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park Bank of America Tower New York, NY 10036-6745 Tel: +1 212.872.1000 Fax: +1 212.872.1002 Email: mstamer@akingump.com aqureshi@akingump.com mlahaie@akingump.com About New Cotai Holdings, LLC New Cotai Holdings, LLC, and certain of its affiliates were formed for the purpose of investing in what is now Studio City International Holdings Limited. Studio City International, together with its subsidiaries, owns the Studio City project, an integrated resort comprising entertainment, retail, hotel and gaming facilities located in the Macau Special Administrative Region of the People's Republic of China. Affiliates of investment funds managed by Silver Point Capital, L.P. own a direct or indirect controlling interest in each of the Debtors. The Debtors have no employees. New Cotai Holdings and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-22911), on May 1, 2019. The petition was signed by David Reganato, authorized signatory. The case is assigned to Judge Robert D. Drain. At the time of filing, the Debtor had $100 million to $500 million in estimated assets and $500 million to $1 billion in estimated liabilities. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing, claims and balloting agent. NXT ENERGY: KPMG LLP Raises Going Concern Doubt ----------------------------------------------- NXT Energy Solutions Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a Net Loss and comprehensive Loss of CAD6,968,511 on CAD0 of Revenue for the year ended Dec. 31, 2018, compared to a Net Loss and comprehensive Loss of CAD8,970,398 on CAD0 of Revenue for the year ended in 2017. The audit report of KPMG LLP states that the Company's current and forecasted cash position is not expected to be sufficient to meet its obligations for the 12 months period beyond the date that these financial statements have been issued. These conditions, along with other matters, indicated the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of CAD25,264,268, total liabilities of CAD1,052,799, and CAD24,211,469 in total shareholders' equity. A copy of the Form 20-F is available at: https://is.gd/DLjjlr NXT Energy Solutions Inc. provides airborne and gravity based geophysical survey services for the oil and gas exploration and production companies through its proprietary stress field detection (SFD) survey system worldwide. Its SFD remote-sensing survey system offers information on areas conducive to fluid entrapment in the sedimentary column. The company was formerly known as Energy Exploration Technologies Inc. and changed its name to NXT Energy Solutions Inc. in September 2008. NXT Energy Solutions Inc. was incorporated in 1994 and is headquartered in Calgary, Canada. OFFICE UPRISING: Bush Gottlieb Represents Union Entities -------------------------------------------------------- Joseph A. Kohanski, Esq., David E. Ahdoot, Esq., Kirk M. Prestegard, Kiel Ireland, and the law firm of Bush Gottlieb, a Law Corporation, filed a verified statement to disclose their multiple representation of these union entities in the Chapter 11 reorganization case of Office Uprising, LLC, pursuant to Federal Rule of Bankruptcy Procedure 2019: (1) Screen Actors Guild-American Federation of Television and Radio Artists 5757 Wilshire Boulevard Los Angeles, CA 90036 (323) 954-1600 (2) SAG-AFTRA Health Plan and Screen Actors Guild- Producers Pension Plan 3601 West Olive Avenue Burbank, CA 91505 (800) 777-4013 (3) Directors Guild of America, Inc. 7920 Sunset Boulevard Los Angeles, CA 90046 (310) 289-2000 (4) Directors Guild of America-Producer Pension & Health Plans 5055 Wilshire Boulevard, Suite 600 Los Angeles, CA 90036 (877) 866-2200 (5) Writers Guild of America, West, Inc. 7000 West Third Street Los Angeles, CA 90048 (323) 951-4000 (6) Producer-Writers Guild of America Pension Plan and Writers' Guild-Industry Health Fund 2900 W. Alameda Avenue Burbank, CA 91505 (7) Motion Picture Industry Pension and Health Plans 11365 Ventura Boulevard Studio City, CA 91604 (818) 769-0007 The Union Entities' claims are either unliquidated or partially liquidated at this time, due in some measure to the lack of reporting required from Office Uprising, LLC and its affiliates, predecessors, successors, alter-egos, associated entities, representatives and agents concerning exploitation of Union Entity-covered motion pictures, and relate to amounts owing in unpaid initial compensation, pension and health contributions, and residual payments due pursuant to certain collective bargaining agreements, certain assumption agreements incorporating the obligations contained in collective bargaining agreements between the Debtor and each Union Entity, and certain Guaranty Agreements executed by the Debtor in connection with collective bargaining obligations. In addition to the residual claims, further residual claims will continue to accrue through the Debtor's postpetition exploitation of the motion pictures subject to these agreements. Kohanski, Ahdoot, Prestegard, Ireland, and the Firm have agreed to represent the Union Entities in the Chapter 11 bankruptcy case and to serve as their representatives if they are appointed to the creditor's committee. Kohanski, Ahdoot, Prestegard, Ireland, and the Firm have agreed to be compensated at their standard hourly rates customarily charged their other clients in such matters. Counsel to the Union Entities: JOSEPH A. KOHANSKI DAVID E. AHDOOT KIRK M. PRESTEGARD KIEL B. IRELAND BUSH GOTTLIEB A Law Corporation 801 North Brand Boulevard, Suite 950 Glendale, CA 91203-1260 Telephone: (818) 973-3200 Facsimile: (818) 973-320 E-mail: jkohanski@bushgottlieb.com dahdoot@bushgottlieb.com kprestegard@bushgottlieb.com kireland@bushgottlieb.com About Office Uprising Office Uprising, LLC, owns movie rights to the "Office Uprising" film. Office Uprising sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11840) on Feb. 21, 2019. At the time of the filing, the Debtor disclosed $1,786,000 in assets and $2,984,002 in liabilities. The case is assigned to Judge Sandra R. Klein. The Debtor tapped Kogan Law Firm, APC, as its legal counsel. OPPENHEIMER HOLDINGS: S&P Alters Outlook to Pos., Affirms B+ ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Oppenheimer Holdings Inc. to positive from stable. It also affirmed its issuer credit and senior secured debt ratings at 'B+'. The outlook revision reflects Oppenheimer's reduced legal and compliance risk, improved capital, and increased funding and liquidity. The firm has reduced its exposure to auction rate securities (ARS), with on-balance-sheet ARS down to $41 million as of March 31, 2019, from $114 million as of year-end 2017. Further, S&P believes Oppenheimer's future obligations to purchase additional ARS from clients has declined to a total of $14.4 million as of March 31, 2019. S&P believes the reduction in ARS exposure improves the company's funding and liquidity, as the stable funding ratio increased to 160% as of March 31, 2019, from 120% as of year-end 2017, and the liquidity coverage metric increased to 1.49x as of March 31, 2019, from 0.92x as of year-end 2017. The additional liquidity has helped the company reduce its reliance on short-term collateralized debt, including a reduction in short-term bank loans to an average of $16 million in the first quarter of 2019, from $96 million in the first quarter of 2018. Furthermore, along with improvements in the firm's management of its trading risks, the ARS reduction has helped reduce Oppenheimer's reported average value at risk (VaR) to $353 thousand in the first quarter of 2019. The positive outlook reflects S&P's expectation that the company will operate with sufficient capital, reduced trading risks, and ample liquidity to meet unforeseen market stresses. S&P expects profitability to improve modestly and that capital will continue to be managed conservatively. In addition, the rating agency expects the firm to maintain consistent liquidity and solid regulatory compliance. "We could raise our ratings over the next 12 months if the firm sustainably improves profitability to be more in line with peers' while maintaining a RAC ratio above 10%, a liquidity coverage metric above 1.2x, a gross stable funding ratio above 130%, and conservative risk management practices," S&P said. "Over the same time horizon, we could revise the outlook back to stable if profitability doesn't improve as expected, if our RAC ratio decreases substantially due to large acquisitions or stock buybacks, or if we believe the firm's wealth management business has weakened as a result of declining assets under administration or management," the rating agency said. ORGANIC BOTTLE: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: Organic Bottle Works Inc. 4802 Murrieta St. Chino, CA 91710 Business Description: Organic Bottle Works Inc. -- http://obwsocal.com/-- is a privately held company in the UV Screen printing industry. UV Screen printing is an environmentally friendly process where UV ink is applied directly to the surface of glasses or plastic bottles. The Company serves the personal care, beverage, and pharmaceutical industries. Chapter 11 Petition Date: June 10, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 19-15030 Judge: Hon. Scott H. Yun Debtor's Counsel: Dennis Connelly, Esq. LAW OFFICE OF DENNIS CONNELLY 2901 W Coast Hwy Ste 200 Newport Beach, CA 92663 Tel: 949-270-2904 Fax: 949-258-5093 E-mail: socalesquire@gmail.com Total Assets: $5,398,000 Total Liabilities: $5,291,673 The petition was signed by Howard Chow, president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-15030.pdf ORIGIN AGRITECH: BDO China Shu Lun Pan Raises Going Concern Doubt ----------------------------------------------------------------- Origin Agritech Limited filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of RMB152,790,000 on RMB12,927,000 of revenues for the year ended Sep. 30, 2018, compared to a net loss of RMB106,261,000 on RMB870,000 of revenues for the year ended in 2017. The audit report of BDO China Shu Lun Pan Certified Public Accountants LLP states that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sep. 30, 2018, showed total assets of RMB430,101,000, total liabilities of RMB453,449,000, and RMB23,348,000 in total deficit. A copy of the Form 20-F is available at: https://is.gd/fyelww Origin Agritech Limited, through its subsidiaries, operates an agricultural biotechnology and an e-commerce platform primarily in the People's Republic of China. The company engages in crop seed breeding and genetic improvement activities. It develops, produces, and distributes hybrid crop seeds, as well as hybrid seed technology. The company also operates an e-commerce platform, which delivers agricultural products comprising agricultural seed products, other agricultural inputs, foods, household products, and other consumer products to farmers through online and mobile ordering. Origin Agritech Limited was founded in 1997 and is headquartered in Beijing, China. PETROLEOS MEXICANOS: KPMG Cardenas Raises Going Concern Doubt ------------------------------------------------------------- Petroleos Mexicanos filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of MXN180,419,837,000 on MXN1,681,119,150,000 of total sales for the year ended Dec. 31, 2018, compared to a net loss of MXN280,850,619,000 on MXN1,397,029,719,000 of total sales for the year ended in 2017. The audit report of KPMG Cardenas Dosal, S.C., states that PEMEX has suffered recurring losses from operations, has a net capital deficiency and net equity deficit. These issues, together with its fiscal regime, the significant increase in its indebtedness and the reduction of its working capital raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of MXN2,075,197,268,000, total liabilities of MXN3,534,602,700,000, and MXN1,459,405,432,000 in total deficit. A copy of the Form 20-F is available at: https://is.gd/2Egh6z Petroleos Mexicanos engages in the exploration, exploitation, refining, transportation, storage, distribution, and sale of crude oil and natural gas in Mexico. The Company was founded in 1938 and is based in Mexico City, Mexico. PUERTO RICO: Committee Says Changes to Members' Claims Minor ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Official Committee of Unsecured Creditors of all Commonwealth of Puerto Rico and other Title III debtors submitted in May 2019 a third amended verified statement out of an abundance of caution given recent inquiries from parties in interest concerning committee members' disclosable economic interests in relation to the Debtors. On June 15, 2017, the Office of the United States Trustee for the District of Puerto Rico filed a Notice Appointing Creditors Committee for Unsecured Creditors. On Aug. 16, 2017, the Committee filed the Verified Statement of Official Committee of Unsecured Creditors Pursuant to Bankruptcy Rule 2019. On Aug. 25, 2017, the U.S. Trustee filed an Amended Notice of Appointment of Official Committee of Unsecured Creditors. The Amended Notice of Appointment reflected (i) that from and after August 25, 2017, the Committee would serve as official committee of unsecured creditors in the Commonwealth, HTA, ERS, and PREPA Title III cases, and (ii) that the U.S. Trustee had appointed two additional members of the Committee: Ferrovial Agroman, and Vitol, Inc. On Aug. 31, 2017, the U.S. Trustee filed a Second Amended Notice of Appointment of Official Committee of Unsecured Creditors. The Second Amended Notice of Appointment reflected (i) that Ferrovial Agroman had resigned from the Committee, and (ii) that the U.S. Trustee had appointed Peerless Oil & Chemicals, Inc. ("Peerless") to the Committee. On May 9, 2018, the Committee filed the First Supplemental Verified Statement of Official Committee of Unsecured Creditors Pursuant to Bankruptcy Rule 2019. On May 14, 2018, the U.S. Trustee filed a Third Amended Notice of Appointment of Official Committee of Unsecured Creditors. The Third Amended Notice of Appointment reflected (i) that Vitol had resigned from the Committee, and (ii) that the U.S. Trustee had appointed Baxter Sales and Distribution Puerto Rico Corp. to the Committee. On Sept. 19, 2018, the U.S. Trustee filed a Fourth Amended Notice of Appointment of Official Committee of Unsecured Creditors. The Fourth Amended Notice of Appointment reflected (i) that Puerto Rico Hospital Supply, Total Petroleum Puerto Rico, Corp., and Peerless had resigned from the Committee, and (ii) that that the U.S. Trustee had appointed Tradewinds Energy Barceloneta, LLC to the Committee. On October 8, 2018, the Committee filed the Second Supplemental Verified Statement of Official Committee of Unsecured Creditors Pursuant to Bankruptcy Rule 2019. In May 2019, the Committee filed a third amended verified statement out of an abundance of caution given recent inquiries from parties in interest concerning committee members' disclosable economic interests in relation to the Debtors. Changes to the amounts of such disclosable economic interests since the filing of the Second Supplemental Verified Statement have been minor and have not materially changed the nature and total amount of claims represented by Committee members. Moreover, and contrary to other creditors or groups of creditors, the Committee's fiduciary duties run to unsecured creditors of each Debtor for which the Committee has been appointed and such duties are not dependent upon the composition of the Committee or the size or nature of a particular Committee member's claims against any particular Debtor. As of May 2019, members of the Creditors' Committee and their disclosable interests are: (1) American Federation of Teachers ("AFT") 555 New Jersey Avenue, N.W., 11th Floor Washington, DC 20001 AFT, as authorized agent for the Asociación de Maestros de Puerto Rico-Local Sindical, holds prepetition unsecured claims based upon rights arising under a collective bargaining agreement with the Department of Education of Puerto Rico and under statute, including, but not limited to, (1) non-contingent claims (a) for wage increases for years of service and career enhancement as allowed by statute and/or contract but not paid, (b) that are subject to grievance or arbitration procedures which have not yet been processed or therefore liquidated, and (c) that are for other terms of employment which may have been denied, and (2) contingent claims including but not limited to claims arising in connection with compensation, pension, medical and other benefits and/or as a result of any breach or alteration of the CBA or applicable statute or law. The Committee also incorporates herein by reference the proof of claim [Claim No. 108,230] filed by AFT against the Commonwealth. (2) Baxter Sales and Distribution Puerto Rico Corp. Rexco Industrial Park # 200 Calle B Guaynabo, P.R. 00968 Baxter holds prepetition unsecured claims against the Commonwealth in the aggregate amount of $2,213,831 for health-related products sold or services rendered to the Commonwealth's Department of Health and certain public hospitals and health facilities. (3) Drivetrain, LLC as the Creditors' Trustee for Doral Financial Corporation 630 Third Avenue, 21st Floor New York, NY 10017 DFC holds prepetition unsecured claims under a certain closing agreement, dated December 30, 2013, by and among the Secretary, in her capacity as Secretary of the Treasury, and DFC and certain of its affiliates (the "2013 Closing Agreement"), under which DFC became entitled to a credit for tax overpayments in the amount of $34,097,526. The 2013 Closing Agreement provided that the DFC overpayment could be used to reduce estimated taxes or it could be claimed as a tax refund. As of May 2019, DFC has not used any of the DFC overpayment. As such, DFC has a tax refund claim in the amount of $34,097,526. In addition, based on certain closing agreements, DFC is entitled to accrue a $59,314,891 amortization deduction annually from 2017 through 2021 (the "Tax Asset"), which could be used to reduce income that would otherwise be subject to Puerto Rico tax. Under these closing agreements, DFC is contractually entitled to an aggregate deduction of $296,574,455. DFC asserts a claim for any loss of the Tax Asset, as well as any impairment of its rights under the closing agreements. DFC also asserts an unliquidated damages claim against the Commonwealth on a number of bases. (4) Genesis Security Services, Inc. 5900 Isla Verde Avenue L-2 PMB 438 Carolina, PR 00979 Genesis holds prepetition unsecured claims against the Commonwealth and/or its instrumentalities under agreements for the provision of security services, in the following amounts:2 Commonwealth: * Department of Labor $1,987,765 * Dept. of Transportation and Public Works $186,913 * Capitol Superintendence $272,984 * Department of Education $1,398,172 * Puerto Rico Department of the Family $2,003,934 * Department of Health $1,041,388 * Corps of Medical Emergencies Bureau $22,700 Highways & Transportation Authority $1,049,522 Puerto Rico Electric Power Authority $157,322 ---------- Total $8,120,701 (5) Service Employees International Union ("SEIU") 1800 Massachusetts Avenue, N.W. Washington, DC 20036 SEIU and its affiliates, SEIU Local 1996/Sindicato Puertorriqueño de Trabajadores y Trabajadoras, and SEIU Local 1199/Unión General de Trabajadores, hold prepetition unsecured contingent and non-contingent claims, liquidated and unliquidated, against the Commonwealth and/or its instrumentalities based on (1) pay, benefits and other terms of employment owing to SEIU members under collective bargaining agreements with the Commonwealth and/or its instrumentalities, including, but not limited to, (a) pay, benefits and other terms of employment claimed in pre-petition union grievances and arbitrations and (b) pay, benefits and other terms of employment denied employees as a result of pre-petition legislative, executive or other unilateral action by the Commonwealth; and (2) pension and other post-employment benefits that SEIU members have accrued as a result of their employment with the Commonwealth and/or its instrumentalities and as a result of their participation in the Employee Retirement System. SEIU's pension claim includes the portion of the total actuarial liability of the Employee Retirement System, which total is estimated to be approximately $36 billion, that is attributable to the accrued benefits earned by SEIU members employed by the Commonwealth and its instrumentalities. (6) Tradewinds Energy Barceloneta, LLC. 1760 Loiza Street, Suite 303 San Juan PR 00911 Tradewinds and its affiliate, Tradewinds Energy Vega Baja, LLC, hold prepetition unsecured claims against PREPA in the amount of $20,400,000 and $13,600,000, respectively, based upon certain rights and breaches arising under Power Purchase and Operating Agreements executed on or about October 19 and October 20, 2011 (the "PPO Agreements") in which Tradewinds Energy LLC (an affiliate of Tradewinds and Tradewinds Vega Baja) agreed to build wind turbine electricity generating plant facilities and PREPA, in return, contractually agreed to buy the electricity from Tradewinds Energy LLC. Subsequently, Tradewinds Energy, LLC assigned its interest in the PPO Agreements to Tradewinds and Tradewinds Vega Baja. (7) The Unitech Engineering Group, S.E. Urb Sabanera 40 Camino de la Cascada Cidra, Puerto Rico 00739 Unitech holds prepetition unsecured claims against the Commonwealth of Puerto Rico under certain construction contracts, in the approximate amount of $11,284,463, plus interest. Counsel to the Official Committee of Unsecured Creditors: Luc. A. Despins, Esq. Andrew V. Tenzer, Esq. Michael E. Comerford, Esq. G. Alexander Bongartz, Esq. PAUL HASTINGS LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 318-6000 E-mail: lucdespins@paulhastings.com andrewtenzer@paulhastings.com michaelcomerford@paulhastings.com alexbongartz@paulhastings.com Local Counsel to the Official Committee of Unsecured Creditors: Juan J. Casillas Ayala, Esq. Diana M. Batlle-Barasorda, Esq. Alberto J. E. Aneses Negron, Esq. Ericka C. Montull-Novoa, Esq. CASILLAS, SANTIAGO & TORRES LLC El Caribe Office Building 53 Palmeras Street, Ste. 1601 San Juan, PR 00901-2419 Telephone: (787) 523-3434 E-mail: jcasillas@cstlawpr.com dbatlle@cstlawpr.com aaneses@cstlawpr.com emontull@cstlawpr.com About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by Puerto Rico and other instrumentalities. White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative Capital LP. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed an official committee of retirees and an official committee of unsecured creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. R-BOC REPRESENTATIVES: Lundeen Couple to Retain Stock Ownership ---------------------------------------------------------------- R-Boc Representatives, Inc., and Robert and Carolyn Lundeen filed a Chapter 11 Plan and accompanying Disclosure Statement. John Minemeyer filed a prepetition claim against the debtor in the total sum of $6,698.472. After deducting those sums received or to be received from co-defendants, Duraline, Krajecki and Precision Custom Molders, Inc. Minemeyer’s claim is estimated to be in the sum of $2,369.676. Class 2 shall receive 100% of his allowed claim over a period of 10 years by quarterly payments of $59,242 commencing at the conclusion of the quarter in which the plan is confirmed, or alternatively, a lump sum payment of $1,500,000 within 90 days of the effective date of the plan. Based upon the payment of all claims, in full, Robert and Carolyn Lundeen shall retain their ownership of all the shares of stock of R-BOC Representatives, Inc. R-BOC Representatives, Inc. and Robert and Carolyn Lundeen sole source of income is derived from their operation of R-BOC and the wages received on account of their services provided to R-BOC. A full-text copy of the Disclosure Statement dated May 23, 2019, is available at https://tinyurl.com/y44po6xa from PacerMonitor.com at no charge. About R-BOC Representatives R-BOC Representatives, Inc. is an Illinois corporation with its principal place of business in Saint Charles, Illinois. Established in June 2003, R-BOC Representatives manufactures plastic, reverse-threaded couplers, micro-couplers, and Push-2-Connect couplers for the telecommunications market serving the Ohio, Michigan, Indiana, Illinois, Wisconsin, Iowa, and Minnesota areas. R-BOC Representatives, Inc., based in Saint Charles, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-28555) on September 25, 2017. The Hon. Deborah L. Thorne presides over the case. Richard G. Larsen, Esq., at Springer Brown, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The petition was signed by Carolyn Lundeen, president. REWALK ROBOTICS: Raises $11 Million in Public Warrants Exercise --------------------------------------------------------------- On June 5, 2019 and June 6, 2019, ReWalk Robotics Ltd. entered into warrant exercise agreements with certain institutional investors of warrants to purchase the Company's ordinary shares, par value NIS 0.25 per share, previously issued in the Company's follow-on offering in November 2018, pursuant to which the Holders agreed to exercise in cash their Public Warrants to purchase an aggregate of 1,464,665 Ordinary Shares at the existing exercise price of $7.50 per share, for gross proceeds (before placement agent fees and expenses of approximately $1 million) to the Company of approximately $11 million. The Company expects to use the proceeds of the exercise of the Public Warrants for (i) sales, marketing and reimbursement expenses related to market development activities of the ReStore device and broadening third-party payor coverage for the ReWalk Personal device, and (ii) research and development costs related to developing the Company's lightweight exo-suit technology for various lower limb disabilities, including stroke and other indications affecting the ability to walk. Under the Exercise Agreements, the Company also agreed to issue to the Holders new warrants to purchase up to 1,464,665 Ordinary Shares at an exercise price of $7.50 per share and exercise period of five years. The exercise price and number of Ordinary Shares issuable upon exercise of the Private Placement Warrants are subject to appropriate customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company's Ordinary Shares and the exercise price. Each Holder (together with its respective affiliates) may not exercise any portion of the Private Placement Warrants to the extent that the Holder would own more than 4.99% (or, at the Holder's option upon initial issuance, 9.99%) of the Company's outstanding Ordinary Shares immediately after exercise. However, upon at least 61 days' prior notice from the Holder to the Company, a Holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding Ordinary Shares after exercising the Holder's Private Placement Warrant up to 9.99% of the number of the Company's Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Private Placement Warrant. The Private Placement Warrants transaction subsequently closed and the Private Placement Warrants were issued on June 5, 2019 and June 6, 2019. The Public Warrants and the Ordinary Shares underlying the Public Warrants are registered for offer and sale under the Securities Act of 1933, as amended, pursuant to the Company's effective registration statement on Form S-1 (File No. 333-227852), filed in connection with the Company's public follow-on offering in November 2018. The Company negotiated the Exercise Agreements with each Holder individually before reaching a form of exercise agreement. In connection with the Exercise Agreements, the Company engaged H.C. Wainwright & Co., LLC to act as the Company's exclusive placement agent. Pursuant to an Engagement Agreement dated June 5, 2019, the Company agreed to pay the Placement Agent a cash placement fee equal to 7.5% of the aggregate purchase price and a management fee equal to 1.0% of the aggregate purchase price, plus (i) a non-accountable expense allowance of $30,000 and (ii) reimbursement for legal fees and expenses of up to $50,000. In addition, the Company agreed to issue to the Placement Agent warrants exercisable for 6.0% of the aggregate number of shares issued upon exercise of the Public Warrants, at an exercise price equal to $9.375, or 125% of the price per share, with an exercise period of five years. About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com/-- develops, manufactures and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk incurred a net loss of $21.67 million in 2018, a net loss of $24.71 million in 2017, and a net loss of $32.50 million in 2016. As of March 31, 2019, the Company had $17.03 million in total assets, $14.98 million in total liabilities, and $2.05 million in total shareholders' equity. Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in Haifa, Israel, issued a "going concern" qualification in its report dated Feb. 8, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ROBISON FARMS: Hinkle Represents New Century, Kansas State Bank --------------------------------------------------------------- In the Chapter 12 case of Robison Farms, Inc., the Hinkle Law Firm LLC discloses that it represents two creditors: * New Century Bank, re real estate and specific motor vehicles, and * Kansas State Bank, re other motor vehicles. Although F.R.B. Rule 2019 appears to only govern Chapter 9 and Chapter 11 actions, the law firm felt it appropriate to give notice to creditors and parties in interest of the joint representation of the two creditors. The firm: Edward J. Nazar, Esq. HINKLE LAW FIRM LLC 1617 North Waterfront Parkway, Suite 400 Wichita, KS 67206-6639 Tel: 316.267.2000 Fax: 316.264.1518 E-mail: enazar@hinklaw.com The Rule 2019 filing is available at PacerMonitor.com at https://is.gd/ZfO73A The Chapter 12 case is in re Robison Farms, Inc. (Bankr. D. Kans. Case No. 18-12475). ROCK CABIN: Plan Funded by Urban War, Tin Works Rents ----------------------------------------------------- Rock Cabin Mining, LLC, filed an amended Chapter 11 Plan and accompanying Amended Disclosure Statement. Class 6: General, Non-Priority, Allowed, Unsecured Claims. The total of these claims equals $11,465. This Class will be paid in full 270 days from the effective date. Class 2: Maricopa County Treasurer are impaired. Pursuant to its proof of claim filed in this case, this claim consists of the real property taxes on the Property in the amount of $30,959.44 for tax years 2013, and 2014. This is a secured claim secured by a lien on the Property. This claim will be paid in full with interest at the statutory rate of 16% in 4 semi- annual payments. The first payment will be made 6 months after the effective date and continue every 6 months thereafter until paid in full. Real property taxes incurred post- petition shall be paid in the ordinary course of Debtor's business with interest accruing at the statutory rate if not timely paid. This creditor shall retain its liens on the Property until the taxes, and any accrued interest, are paid in full. Debtor may pre-pay this claim at any time. Class 3: First Fidelity Bank are impaired. Pursuant to its proof of claim filed in this case, this is a secured claim in the amount of $873,452.03 secured by a first position lien on the Property. This amount consists of principal pre-petition arrearages and charges added together. The interest on this loan is 9.25% per the original note. First Fidelity Bank's claim is over secured and will be paid in full. First Fidelity Bank will continue its lien on the Property and collateral of Debtor according to the original note between the parties. The note will be modified so as to be amortized over 19 years at 5.25%. Monthly payments will be due under the note of $3830.93 and will begin 30 days after the effective date. The entire balance of the claim will be due and payable on that date which is 48 months after the effective date. Real property taxes and property insurance, will be paid by the Debtor directly, unless First Fidelity Bank requests them to be escrowed. Class 4: City of Scottsdale - Transaction Privilege (Sales) Tax are impaired. This class consists of the Transaction Privilege/Use Tax owed to the City of Scottsdale ($1,889.24). The City of Scottsdale will be paid their claim in full with the appropriate statutory interest within eight (8) months from the Effective Date of the Plan. The Debtor may pre-pay this claim at any time. The Plan will be funded by rents received from Urban War Fit and Tin Works. Any Class may be pre-paid without penalty. A full-text copy of the Amended Disclosure Statement dated May 22, 2019, is available at https://tinyurl.com/y3mvk27k from PacerMonitor.com at no charge. Attorneys for the Debtor are Harold E. Campbell, Esq., and Scott H. Coombs, Esq., at Campbell & Coombs, P.C., in Mesa, Arizona. About Rock Cabin Mining Headquartered in Scottsdale, Arizona, Rock Cabin Mining, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-10560) on Aug. 30, 2018, estimating its assets and liabilities at between $100,001 and $500,000 each. Harold Campbell, Esq., at Campbell & Coombs, P.C., serves as the Debtor's bankruptcy counsel. SCOOBEEZ INC: Committee, DOJ Watchdog Object to CRO Appointment ---------------------------------------------------------------- Scoobeez, Inc., Scoobeez Global, Inc., and Scoobur LLC, filed an application for an order authorizing the appointment of Brian Weiss, partner with Force Ten Partners LLC, as Chief Restructuring Officer of the Debtor Nunc Pro Tunc to May 16, 2019. According to the Debtors, the appointment of the CRO is in stipulation with their prepetition secured creditor, Hillair Capital Management, LLC. Hillair and the Debtors also entered into a stipulation providing for the use of cash collateral by the Debtors. The CRO will, among other things, review and analyze the Debtors and their financial results, financial projections, operational data and compliance with the Cash Collateral Budget; gain an understanding of the existing contractual arrangements and obligations with customers, advisors/consultants and suppliers; and assist the Debtor in managing key constituents, including communications and meetings with, and requests for information made by, creditor constituents, including secured lenders, vendors, customers and employees. The Official Committee of Unsecured Creditors and the U.S. Trustee objected to the Debtors' application for the approval of the CRO. The U.S. Trustee opposes the appointment of a CRO as a substitute for the appointment of a Chapter 11 trustee in the absence of a Board of Directors whose members do not bear the badges of self-dealing, dishonesty and incompetence. The Debtors and the Committee entered into a stipulation resolving the Committee's objection to the application and agreed that the Committee will have the right to select an independent director for appointment to the board of directors. Mr. Weiss can be reached at: Brian Weiss Force Ten Partners LLC 20341 SW Birch Street, Suite 220 Newport Beach, CA 92660 Tel: (949) 357-2368 Email: bweiss@force10partners.com About Scoobeez Scoobeez Inc. -- https://www.scoobeez.com -- operates an on demand door-to-door logistics and real time delivery service company. It offers messaging, same day and preferred deliveries, and courier services. Scoobeez and its affiliates, Scoobeez Global Inc. and Scoobur LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 19-14989) on April 30, 2019. The cases have been assigned to Judge Julia W. Brand. At the time of the filing, Scoobeez had estimated assets and liabilities of between $10 million and $50 million while Scoobur had estimated assets and liabilities of less than $50,000. Menawhile, Scoobeez Global disclosed $6,274,654 in assets and $7,886,579 in liabilities. Foley & Lardner LLP is the Debtors' bankruptcy counsel. Conway Mackenzie, Inc., is the Debtors' financial advisor. The Office of the U.S. Trustee on May 20 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Scoobeez, Inc. and Scoobeez Global, Inc. The Committee retained Levene, Neale, Bender, Yoo & Brill LLP as its counsel. SEARS HOLDINGS: Retirees Seeks Rejection of Amended Plan Outline ---------------------------------------------------------------- Sears Roebuck retirees, Richard Bruce and Ronald Olbrysh, filed a joinder of the Secretary of the United States Department of Labor's limited objection to Sears Holdings Corporation and affiliates' amended disclosure statement in support of their joint chapter 11 plan dated May 16, 2019. The Retirees have also filed a Motion Directing the Appointment of a Committee of Retired Employees seeking the appointment of a committee of Sears retirees as the Debtors have indicated in the proposed Amended Disclosure Statement that they intend to disregard their obligations to retirees under Section 1114 of the Bankruptcy Code. For the reasons set forth in the Secretary of the DOL's objection, the Retirees request that the Court deny approval of the Amended Disclosure Statement. A copy of the Retirees' Objection is available at https://tinyurl.com/yyqmwb3a from Primeclerk.com at no charge. In response, Sears Holdings Corporation and affiliates filed a disclosure statement for a second amended joint chapter 11 plan. The second amended plan constitutes a separate chapter 11 plan of liquidation for each Debtor; if the Plan Settlement is approved. Votes to accept or reject the Plan will be solicited at each Debtor. If the Plan Settlement of the Plan is approved, all classes of Claims against all of the Debtors will be treated in accordance with the Plan Settlement. Claims against each Debtor, other than Administrative Expense Claims and Priority Tax Claims are classified for all purposes (unless otherwise specified), including voting and Distribution pursuant to the Plan. This latest plan also modifies the treatment or several classes of claims, including the general unsecured claims in Class 4. Subject to the Plan Settlement, each holder of a general unsecured claim will receive its Pro Rata share of (i) the Kmart Corp. General Unsecured Liquidating Trust Interests; (ii) Kmart Corp. Specified Unsecured Liquidating Trust Interests; (iii) the General Unsecured Liquidating Trust Interests; (iv) the Specified Unsecured Liquidating Trust Interests; and (v) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart Corp. General Unsecured Liquidating Trust Interests and Kmart Corp. Specified Unsecured Liquidating Trust Interests; provided, that for the avoidance of doubt, no Kmart Corp. Specified Unsecured Liquidating Trust Interests or Specified GUC Liquidating Trust Interests shall be granted to holders of Allowed ESL Unsecured Claims. A copy of the Latest Disclosure Statement and the Second Amended Plan is available at https://tinyurl.com/y4uv3mpm from Primeclerk.com at no charge. Attorneys for Richard Bruce and Ronald Olbrysh: James N. Lawlor, Esq. Cassandra Postighone, Esq. WOLLMUTH MAHER & DEUTSCH LLP 500 Fifth Avenue New York, New York 10110 P: 212-382-3300 F: 973-741-2398 Telephone: (212) 382-3300 Facsimile: (212) 382-0050 - and - Michael M. Mulder, Esq. Elena N. Liveris, Esq. THE LAW OFFICES OF MICHAEL M. MULDER 1603 Orrington Avenue, Suite 600 Evanston, Illinois 60201 Telephone: 312-263-0272 About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel and M-III Partners is serving as restructuring advisor. Aebersold, Managing Director, and Levi Quaintance, Vice President of Lazard Freres & Co. LLC serve as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on an official committee of unsecured creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the creditors' committee. FTI Consulting is financial advisor to the creditors' committee. Houlihan Lokey Capital, Inc., is providing investment banking services to the committee. SEED TO SCALE: Lake Haven to Get $3,868 Per Month Under Plan ------------------------------------------------------------ Seed to Scale Academy LLC filed a Chapter 11 Plan and accompanying Disclosure Statement. The Debtor does not have any unsecured debt. Lake Haven, LLC's claim of $460,000 will be paid $3,868 per month at the contract rate of interest beginning June 1, 2019 and continuing until paid in full. Smith & Sons Painting, LLC, will be paid the amount of the secured claim in full within thirty days of plan confirmation. The claim is estimated to be $2,200. The debtor intends to file an adversarial cause of action against Thomas Fidler (Class S-3) to contest the entire amount due. The debtor does not believe that it is not the entity that owes the debt. In the event the debtor is not successful, S-3 will be paid in full on December 31, 2020. The Internal Revenue Service will be paid $380 within thirty days of plan confirmation. All U.S. Trustee fees and expenses will be paid at confirmation except for the last quarter report which will not be filed until after Plan confirmation. The amount for the last quarter is estimated to be $325 and will be paid when due. Beaty & Draeger, Ltd., will be given a promissory note in the amount of fees as approved by the court and are estimated to be $10,000. The promissory note will bear no interest and will be payable in two or three installments provided debtor is current on all plan payments. The Debtor has 6 rental units available to lease. Revenue is projected at $5,395 for the first three months due to unit A-2 not being leased at this time. After the first three months, revenue is projected to be $6,205 and represents full rents at a 90% occupancy rate. A full-text copy of the Disclosure Statement dated May 23, 2019, is available at https://tinyurl.com/y6nm4ltw from PacerMonitor.com at no charge. About Seed to Scale Academy Seed to Scale Academy LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 19-00046) on Feb. 14, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Gary Spraker. The Debtor tapped Beaty & Draeger Ltd. as its legal counsel. SKY-SKAN INC: Claude Ganter Objects to Disclosure Statement ----------------------------------------------------------- Claude Ganter, holder of a claim against Sky-Skan, Inc., in the unpaid amount of $900,000, objects to the Debtor's Disclosure Statement. Ganter points out that the Debtor's Disclosure Statement does not accurately characterize the Debtor's current use of Ganter's copyright-protected software. Ganter further points out that the part six, par. XI.B(3) of the disclosure statement addresses the Debtor's intellectual property, stating or implying that Ganter does not have rights in the software he helped develop and that the Debtor no longer uses the software. According to Ganter, the disclosure statement does not adequately value Ganter's copyright or describe the reliance of Sky-Skan customers on Ganter's software. Counsel for Claude Ganter: Frank B. Mesmer, Esq. Mesmer & Deleault 41 Brook St. Manchester, NH 03104 Tel: (603) 668-1971 Email: Frank@biz-patlaw.com About Sky-Skan Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed by Steven T. Savage, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is the financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SOVRANO LLC: Bell Nunnally Represents Inland Commercial, et al. --------------------------------------------------------------- The law firm of Bell Nunnally & Martin LLP, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, submitted a verified statement to disclose that it has been asked to represent the following creditors in the bankruptcy cases of Sovrano, LLC, et al.: a. Inland Commercial Real Estate Services, LLC, managing agent for IREIT Little Rock; b. Excel Southlake, L.L.C.; c. ShopCore Properties, L.P.; and d. BRE RC 1890 TX, L.P. The Parties hold claims against the Debtor arising before and after the Petition Date based upon common law, contractual agreements, property interests, and goods and services provided to the Debtor. BNM has written contracts of engagement with Inland, Excel, ShopCore, and BRE. BNM was employed after the Petition Date as counsel for the Parties in the Bankruptcy Case. The firm can be reached at: BELL NUNNALLY & MARTIN, LLP Russell W. Mills 2323 Ross Avenue, Suite 1900 Dallas, TX 75201 Tel: 214.740.1400 Fax: 214.740.1499 E-mail: rmills@bellnunnally.com About Sovrano LLC Sovrano, LLC is a private equity group specializing in lower middle-market investments. Based in Fort Worth, Texas, the company invests in the food services or restaurant industry. In 2015, Sovrano acquired Gatti's Pizza, a pizza chain founded in 1969. Sovrano and its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex., Lead Case No. 19-40067) on Jan. 4, 2019. The Hon. Edward L. Morris is assigned to the cases. In the petitions signed by Kyle C. Mann, vice chairman, Sovrano estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The Debtors tapped Kelly Hart & Hallman LLP as their bankruptcy counsel. TEVA PHARMACEUTICAL: Fitch Cuts LT IDR to BB-, Outlook Negative --------------------------------------------------------------- Fitch Ratings has downgraded Teva Pharmaceutical Industries Limited's ratings, including the company's Long-Term Issuer Default Rating to 'BB-' from 'BB'. The Rating Outlook is Negative. The ratings apply to approximately $28.7 billion of debt as of March 31, 2019 and pro forma for the new senior unsecured revolving credit agreement, which had no effect on debt outstanding. The downgrade primarily reflects Fitch's expectation that Teva's leverage measured as gross debt/EBITDA and total adjusted debt/EBITDAR will remain above 5x beyond 2020 because of slower than expected revenue growth, lingering cost challenges, persistent generic price deflation, and litigation settlements. The Outlook may remain Negative until gross leverage is sustainably below 5x and Teva has resolved its litigation exposure without significantly reducing its financial flexibility. KEY RATING DRIVERS High Debt: Teva's consolidated debt was around USD28.7 billion and estimated TTM leverage (debt/EBITDA and total adjusted debt/EBITDAR) was approximately 6.5x at March 31, 2019. Fitch expects leverage to stay elevated over the near term despite Teva's aggressive deleveraging plans. EBITDA is expected to remain flat to lower compared with 2018 because of price erosion in generic medicines and increased competition in specialty medicines. Teva can reduce leverage by reducing costs, paying debt from FCF and selling assets, but Fitch estimates that total adjusted debt/EBITDAR will remain at or above 5x through 2020. However, Fitch believes Teva will be able to meet its obligations through 2020 substantially with available cash and FCF assuming no material and unusual claims on cash, for example, litigation, restructuring or plant remediation. Continued Price Pressure: Teva's generics business in the U.S. has been negatively affected by additional pricing pressure as a result of customer consolidation into larger buying groups capable of extracting greater price reductions; accelerated FDA approvals for versions of off-patent medicines, resulting in increased competition for Teva's products; in addition, revenue traction for newly launched products is slower than previously expected. Pricing pressure, particularly in the U.S., will likely continue to meaningfully weigh on revenue and margins in the near term. This is particularly concerning for the less differentiated product segments. Fitch expects aging populations in developed markets and increasing access to healthcare in emerging markets will support volume growth for Teva and its generic pharma peers, but price erosion is expected to meaningfully offset such growth over the near term. Decreasing Sales of Copaxone Resulting from Generic Competition: Teva's best-selling product, Copaxone is gradually declining in revenue and profitability. Generic competition for Copaxone is expected to continue over the forecast period in the U.S. market in light of the FDA approval of a generic version of both 20mg and 40mg Copaxone and the expectation of more generics to follow. Execution of Restructuring Plan: Teva announced a comprehensive restructuring plan in December 2017, aimed at reducing its cost base by USD3 billion by year-end 2019. Fitch believes the plan has the potential to stabilize Teva's business by creating operational efficiencies to help offset the substantial decline in revenues. However, even if Teva is successful in realizing the benefits from the restructuring by the end of 2019, Fitch believes there remain substantial challenges to Teva's growth and cost structure. New Generic Product Launches: Teva launched a number of generic products in Q1 2019, including notably a generic to its own specialty product, ProAir, as well as generic equivalents to Adderall, Concerta, and Lidoderm. Sustaining new product growth will be critical to Teva's deleveraging plans in light of the continued price erosion for generic drugs in the U.S. and declining sales of Copaxone. DERIVATION SUMMARY Teva's 'BB-'/Negative rating reflects the company's substantial indebtedness and modest financial flexibility. This position is caused by several adverse developments including: regular price erosion of its U.S. generic medicines business; heightened competition for Teva's leading specialty medicine, Copaxone; continuing consolidation of Teva's customer base; and the uncertainty tied to the growth of new product launches and litigation exposure. Despite these challenges, Teva is the leading pharmaceutical manufacturer of generic drugs in the world relative to Mylan N.V., (BBB-/Negative) and Novartis (AA/Negative). Mylan is Teva's closest peer, and its investment-grade credit profile principally reflects lower financial leverage compared with Teva. Mylan's scale, geographic reach and the level of product differentiation is expected to contribute to sustainable FCF of approximately $800 million to $1 billion in 2019, which excludes the effects of litigation costs and settlements and restructuring costs. Fitch believes that Teva has adequate sources of liquidity from FCF and available cash to meet its obligations through 2020. The forecast of FCF is principally sensitive to 1) Copaxone revenues; 2) revenues from new products; 3) cost reductions; and 4) litigation costs. Over the medium to long term, Fitch believes that Teva may benefit from its focus on innovative and complex pharmaceuticals, which generally command higher prices and margins. However, the commoditized portion of its generic drug portfolio is more prone to pricing pressure. That pressure, as well as its substantial debt, may cause gross leverage (total adjusted debt/EBITDAR) for Teva to remain above 5x though fiscal 2020. KEY ASSUMPTIONS - Generic competition for Copaxone and additional generic launches of Copaxone result in revenues of USD1.5 billion for the product in 2019; - Generic medicine revenues decline at a mid-single digit rate through 2021. - Ajovy contributes between USD150 million and USD700 million annually through the forecast period; Austedo contributes between USD350 million and USD700 million annually through the forecast period. - Restructuring results in a USD3 billion decline in run-rate operating expenses by YE 2019. However, this still results in a decrease in EBITDA margin from historical levels; - Working capital held roughly static through the forecast period; - Modest after-tax proceeds from asset divestitures net of cash outflows from ongoing litigation costs and potential settlements; - Total adjusted debt/EBITDAR is assumed to remain at or above 5x through 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - A one-notch upgrade would be considered if Teva were expected to maintain total adjusted debt/EBITDAR below 5x; - More positive developments with respect to the operating profile and environment that grow EBITDA, including: stabilization of Copaxone revenues, successful new product launches, continued stabilization in the rate of generic deflation, resolution of litigation exposure without significantly reducing the company's financial flexibility; - The application of proceeds from asset sales to pay debt may be positive, but will need to be considered in the context of the company's earnings power thereafter. Developments That May, Individually or Collectively, Lead to Negative Rating Action - A one-notch downgrade would incorporate the company operating with total adjusted debt/EBITDAR above 6.0x beyond 2020; - The company does not return to sustainable operating performance, in part due to an even more onerous than forecast pricing environment and inability to generate meaningful sales from new product launches; - The FCF, while positive, declines to levels that meaningfully increase Teva's reliance on asset sales or new external sources of capital to be able to meet its debt obligations; - Litigation settlements and additional restructuring costs hinder the company's deleveraging plans. LIQUIDITY AND DEBT STRUCTURE Cash Prioritized for Deleveraging: Teva's principal sources of short-term liquidity include cash investments, liquid securities and available credit facilities (primarily its $2.3 billion revolving credit facility). In April 2019, Teva entered into a $2.3 billion unsecured syndicated revolving credit facility (RCF), which replaced the previous $3 billion revolving credit facility. The RCF contains certain covenants, including certain limitations on incurring liens and indebtedness and maintenance of certain financial ratios, including a maximum leverage ratio of 6.25x, which becomes more restrictive over time. As of March 31, 2019, Teva reported zero outstanding debt under its then-applicable RCF, which was its only debt subject to a maximum leverage ratio, and met all financial covenants thereunder. Fitch believes that Teva has adequate sources of liquidity from FCF and available cash to meet its obligations through 2020. The forecast of FCF is principally sensitive to Copaxone revenues, revenues from new products, cost reductions and litigation costs. During the first quarter of 2018, Teva prepaid its U.S. dollar and Japanese yen term loans. This was accomplished with the proceeds of debt issuances in an aggregate principal amount of USD4.4 billion, consisting of senior notes with aggregate principal amounts of USD2.5 billion and EUR1.6 billion with maturities ranging between four and 10 years. The effective average interest rate of the notes issued is 5.3% per year. The refinancing of term loans and new USD2.3 billion revolving credit facility are positive credit developments for Teva. However, Fitch believes that FCF and available sources of liquidity (cash and lines of credit) may be inadequate to meet total debt obligations due beyond 2020, because of the large amount of maturities along with headwinds affecting revenue and the uncertainty related to litigation. Therefore, some amount of debt refinancing is expected over the next 18 months. TX SUPERIOR: Unsecureds to Get 50% in 20 Quarterly Payments ----------------------------------------------------------- TX Superior Communications, LLC, filed a small business Chapter 11 Plan and accompanying disclosure statement. Class 6. General Unsecured Creditors. The Class 6 claims consist of the claims of general unsecured creditors totaling approximately $750,000. The unsecured claims include the claims scheduled on the Debtor's Schedules and/or filed with the Court, including any amendments to schedules and claims. Allowed claims will receive 50% of their stated balance in 20 equal quarterly payments beginning October 15, 2020. Each payment shall be made the 15th day of each following quarter. The estimated quarterly payments are $15,000. To the extent a class 6 creditor has filed a lien against the Debtor's property, the creditor shall file the customary documents to release the lien upon receiving the payment. The Class 5 claims consist of Equity Holders Eddie Espinosa Jr. and Eddie Espinosa Jr. The equity holders shall retain their interests and are impaired under the plan but not entitled to vote. The Plan is feasible as a result of the income generated from the Debtor's business operations and assets. The Debtor says it has done well in bankruptcy paying its debts as they come due and staying current on payroll taxes. Additionally, the Debtor has accumulated enough cash to stop factoring its receivables which is a sign of the Debtor's strength. A full-text copy of the Disclosure Statement dated May 23, 2019, is available at https://tinyurl.com/y359kync from PacerMonitor.com at no charge. Attorneys for the Debtor: Ronald J. Smeberg, Esq. 2010 W Kings Hwy San Antonio, TX 78201 Tel: (210) 695-6684 Fax: (210) 598-7357 About TX Superior Communications Eduardo Espinosa Sr. started TX Superior Communications, LLC, as a sole proprietorship in 2013 for the purpose of installing above ground fiber optic cable as a subcontractor. It was formed on June 5, 2015, and in 2015, it began general contractor work installing underground fiber optic cable. The owners of TX are Eduardo Espinosa Sr. (51%) and Eduardo Espinosa Jr. (49%). TX Superior Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-52973) on Dec. 17, 2018. In the petition signed by Eduardo Espinoza, Jr., manager, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Craig A. Gargotta. UCOAT IT: Unsecureds to Receive Distribution of 5% Under Plan ------------------------------------------------------------- UCoat It America, LLC, filed with the U.S. Bankruptcy Court for the District of Michigan a combined plan and disclosure statement. The Plan of Reorganization provides for the continued operation of UCoat It America, LLC under the existing management. Class 3 consists of the claims of all unsecured creditors, if and when allowed. The holders of allowed Class 3 claims will receive approximately 5% distribution on account of its allowed claim, exclusive of any post-petition interest, from the proceeds paid in by the Debtors to fund the Plan. Class 3 holders will be paid monthly payments of $970 beginning in the first month of the plan until the 60th month of the plan. The Debtor will retain all of its property and will operate its business during the period of the Plan. The funds for implementing and carrying out the Plan will be provided by the Debtor’s continued operation of the business. A copy of the Disclosure Statement is available at https://tinyurl.com/y5hzj4td from Pacermonitor.com at no charge. About UCoat It America UCoat It America, LLC is a privately-owned company based in Royal Oak, Michigan. It was founded in 1999 with the primary goal of providing a true, commercial-grade epoxy floor coating system that was widely available to the do-it-yourself customer. UCoat It America filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-40388) on Jan. 11, 2019, listing under $1 million in assets and liabilities. The case is assigned to Judge Maria L. Oxholm. Donald C. Darnell, Esq., at Darnell, PLLC, is the Debtor's bankruptcy counsel. ULTRA PETROLEUM: Extends Deadlines for Notes Exchange Offer ----------------------------------------------------------- Ultra Petroleum Corp. reported that, with respect to the previously announced private offer to exchange outstanding 7.125% Senior Notes due 2025 of its wholly owned subsidiary, Ultra Resources, Inc., for up to $90.0 million aggregate principal amount of new 9.00% Cash / 2.50% PIK Senior Secured Third Lien Notes due 2024 of Ultra Resources, it has extended the Early Participation Date and the Withdrawal Deadline to 5:00 p.m., New York City time, on Friday, June 14, 2019 and extended the Expiration Date to 5:00 p.m., New York City time, on Wednesday, July 10, 2019. All other terms and conditions of the Exchange Offer as set forth in the confidential offering memorandum dated May 9, 2019 and related letter of transmittal remain unchanged. As of 5:00 p.m., New York City time, on June 7, 2019, a total of approximately $7.61 million, or approximately 3.38%, of the outstanding aggregate principal amount of 2025 Notes were validly tendered and not validly withdrawn. The Exchange Offer is conditioned on the satisfaction or waiver of certain conditions as described in the Offering Documents. The Exchange Offer for the 2025 Notes may be amended, extended or terminated by Ultra Resources at its sole option. The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to beneficial holders of the 2025 Notes that have properly completed and returned an eligibility form confirming that they are (1) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) not a "U.S. person" and are outside of the United States within the meaning of Regulation S under the Securities Act and, if resident in Canada, (x) an "accredited investor," as defined in National Instrument 45-106 -- Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), that either would acquire the Third Lien Notes for its own account or would be deemed to be acquiring the Third Lien Notes as principal by applicable law, (y) a "permitted client" within the meaning of NI 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (z) a resident of the province of Alberta, British Columbia, Manitoba, Ontario, Quebec or Saskatchewan. Holders of the 2025 Notes who desire to obtain and complete an eligibility form should contact the information agent and exchange agent, D.F. King & Co., Inc., at (800) 967-5074 (toll-free) or (212) 269-5550 (for banks and brokers), or via the following website: www.dfking.com/UPL or email upl@dfking.com. Eligible holders are urged to carefully read the Offering Documents before making any decision with respect to the Exchange Offer. None of the Company, Ultra Resources, the dealer manager, the trustee with respect to the 2025 Notes and the Third Lien Notes, the exchange agent, the information agent or any affiliate of any of them makes any recommendation as to whether eligible holders of the 2025 Notes should exchange their 2025 Notes for Third Lien Notes in the Exchange Offer, and no one has been authorized by any of them to make such a recommendation. Eligible holders must make their own decision as to whether to tender 2025 Notes and, if so, the principal amount of 2025 Notes to tender. The Third Lien Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission under the Securities Act, or any state or foreign securities laws. The Third Lien Notes may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Third Lien Notes will not be qualified for distribution under applicable Canadian securities laws and, accordingly, any distribution of Third Lien Notes to persons resident in Canada will be made only pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws. The Exchange Offer is not being made to holders of 2025 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. About Ultra Petroleum Headquartered in Englewood, Colorado, Ultra Petroleum Corp. -- http://www.ultrapetroleum.com-- is an independent energy company engaged in domestic natural gas and oil exploration, development and production. The Company is listed on NASDAQ and trades under the ticker symbol "UPL". As of March 31, 2019, the Company had $1.83 billion in total assets, $2.74 billion in total liabilities, and a total shareholders' deficit of $914 million. On Jan. 29, 2019, Ultra Petroleum received written notice from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that its common shares, no par value, closed below the $1.00 per share minimum bid price required by NASDAQ Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's notice had no immediate effect on the listing or trading of the Company's common shares, which will continue to trade on The NASDAQ Global Select Market under the symbol "UPL". In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic period of 180 calendar days, or until July 29, 2019, to achieve compliance with the minimum bid price requirement. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. UNIQUE BROADBAND: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Debtors: Name Case No. ---- -------- Unique Broadband Systems Ltd. 19-11321 400 Spinnaker Way Vaughan, ON L4K 5Y9 Canada UBS-Axcera, Inc. 19-11322 251 Little Falls Drive Wilmington, DE 19808 Business Description: Unique Broadband Systems -- http://uniquesys.com/-- is a Canadian multinational, privately owned and operated company that specializes in design and manufacturing of complete digital transmission systems as well as individual components for digital audio and video broadcasting. The Company's head office and main manufacturing facilities are located in Canada. UBS-Axcera, Inc. engages in maintaining, upgrading, repairing, and servicing transmission equipment. UBS-Axcera operates as a subsidiary of Unique Broadband Systems. Foreign Proceeding: Receivership of Unique Broadband Systems Ltd., et al., CV-19-620769-00CL, in the Ontario Superior Court of Justice, Commercial List Chapter 15 Petition Date: June 10, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Foreign Representative: Gary Cerrato Senior Manager and Vice President BDO Canada Limited 20 Wellington Street East, Suite 500 Toronto ON Canada Foreign Representative's Counsel: Derek C. Abbott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899 Tel: (302) 658-9200 Fax: 302-658-3989 Email: dabbott@mnat.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of Unique Broadband's petition is available for free at: http://bankrupt.com/misc/deb19-11321.pdf UNITED SPORTING: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: SportCo Holdings, Inc. 267 Columbia Ave Chapin, SC 29036 Business Description: United Sporting Companies, Inc. was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc. in 2009 and formally changing its name to United Sporting Companies, Inc. on July 16, 2010. Headquartered in Chapin, South Carolina, the Debtors are marketers and distributors of a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. The Debtors' product line of over 55,000 SKUs includes firearms, reloading, marine electronics, trolling motors, optics, cutlery, archery equipment, ammunition, leather goods, camping equipment, sportsman gifts, and a variety of other outdoor sporting goods products. The Debtors carry the major brands in the outdoor sports industry, including Remington, Ruger, Browning, Winchester, Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory, Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance, Federal, CCI, Taurus, and Leupold. The Debtors employ 321 people. SportCo, a Delaware corporation, is a holding company with no business operations. Chapter 11 Petition Date: June 10, 2019 Nine affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- SportCo Holdings, Inc. (Lead Case) 19-11299 Bonitz Brothers, Inc. 19-11300 Ellett Brothers, LLC 19-11301 Evans Sports, Inc. 19-11302 Jerry's Sports, Inc. 19-11303 Outdoor Sports Headquarters, Inc. 19-11304 Quality Boxes, Inc. 19-11305 Simmons Gun Specialties, Inc. 19-11306 United Sporting Companies, Inc. 19-11307 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Laurie Selber Silverstein Debtors' Local Delaware Counsel: Christopher A. Ward, Esq. Brenna A. Dolphin, Esq. Lindsey Suprum, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: cward@polsinelli.com bdolphin@polsinelli.com LSuprum@polsinelli.com Debtors' General Bankruptcy Counsel: Timothy W. Walsh, Esq. Darren Azman, Esq. Riley T. Orloff, Esq. MCDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, New York 10173-1922 Tel: (212) 547-5400 Fax: (212) 547-5444 Email: twwalsh@mwe.com dazman@mwe.com rorloff@mwe.com Debtors' Restructuring Advisor: WINTER HARBOR, LLC Debtors' Notice & Claims Agent: BMC GROUP, INC. https://is.gd/b3TLcx SportCo Holdings' Estimated Assets: $0 to $50,000 SportCo Holdings' Estimated Liabilities: $100 million to $500 million The petitions were signed by Bradley P. Johnson, chief executive officer. A full-text copy of SportCo Holdings' petition is available for free at: http://bankrupt.com/misc/deb19-11299.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Vista Outdoor Trade Debt $3,299,326 1 ATK Way Anoka, MN 55303 Tel: (800) 694-5263 2. Sturm Ruger Rifles Trade Debt $3,196,842 1 Lacey PL Southport, CT 06890 Tel: (203) 256-3866 3. Magpul Industries Corp. Trade Debt $2,078,353 7201 Commerce Circle Cheyenne, WY 82007 Tel: (303) 828-3460 4. Savage Arms Rifles Trade Debt $1,927,392 118 Mountain Rd Suffield, CT 06078 Tel: (866) 233-4776 5. Bushnell Corp. Trade Debt $1,879,795 9200 Cody Overland Park, KS 66214 Tel: (763) 852-8709 6. Navico Company Trade Debt $1,743,684 12000 E Skelly Dr Tulsa, OK 74128 Tel: (800) 324-0044 7. Henry RAC Holding Corp. Trade Debt $1,467,618 59 E. 1st Street Bayonne, NJ 07002 Tel: (201) 858-4400 8. Smith & Wesson Corp. Trade Debt $1,386,714 P.O. Box 2208 Springfield, MA 01102-2208 Tel: (413) 781-8300 9. Garmin USA, Inc. Trade Debt $1,150,579 1200 E. 151st Street Olathe, KS 66062-3426 Tel: (800) 800-1420 10. Fiocchi of America Trade Debt $1,096,632 6930 N. Freemont Rd Ozark, MO 65721-8752 Tel: (800) 721-2666 11. FN America, LLC Trade Debt $1,089,614 1420 Beverly Rd, Suite 200 McLean, VA 22101 Tel: (703) 288-3500 12. MagTech Ammunition Co. Inc. Trade Debt $1,056,806 9100 Wyoming Ave North, Suite 515 Brooklyn Park, MN 55445 Tel: (763) 235-4000 13. Remington Arms Company, LLC Trade Debt $935,013 870 Remington Drive Madison, NC 27025-0700 Tel: (888) 736-4867 14. KEL-TEC CNC Indus. Inc. Trade Debt $912,769 1505 Cox Rd. Cocoa, FL 32923-6009 Tel: (321) 631-0068 15. Hornady Manufacturing Co. Trade Debt $897,319 3625 Old Potash Hwy Grand Island, NE 68802 Tel: (308) 382-1390 16. Leupold & Stevens, Inc. Trade Debt $734,782 1440 NW Greenbrier Pkwy Beaverton, OR 97006 Tel: (503) 526-1477 17. Heckler & Koch, Inc. Trade Debt $573,039 5675 Transport Blvd., Ste 200 Columbus, OH 31907 Tel: (706) 568-1906 18. American Tech Network Co. Trade Debt $560,334 1314 San Mateo Ave, South So. San Francisco, CA 94080 Tel: (800) 910-2862 19. Barrett Fireams Mfg. Trade Debt $523,939 P.O. Box 1077 Murfreesboro, TN 37133 Tel: (615) 896-2938 20. Browning Arms Company Trade Debt $504,349 One Browning Place Morgan, UT 84050-9326 Tel: (800) 234-2061 21. Blaser USA, Inc. Trade Debt $499,830 403 East Ramsey Suite 301 San Antonio, TX 78216 Tel: (210) 377-2527 22. Armscor Precision, Inc. Trade Debt $471,998 150 N. Smart Way Pahrump, NV 89060 Tel: (937) 537-1444 23. Chiappa Firearms USA, Ltd. Trade Debt $425,357 1415 Stanley Avenue Dayton, OH 45404 Tel: (937) 835-5000 24. TR & Z USA Trading Corp. Trade Debt $417,882 2499 Main Street Stratford, CT 06615 Tel: (203) 375-8544 25. Walther Arms Inc. Trade Debt $399,000 7700 Chad Colley Blvd Fort Smith, AR 72917 Tel: (479) 646-4210 26. Magnum Research Inc. Trade Debt $299,153 12606 33rd Ave., SW Pillager, MN 56473 Tel: (508) 635-1450 27. FMK Firearms, Inc. Trade Debt $298,996 1025 A. Ortega Way Placentia, CA 92870 Tel: (714) 630-0658 28. Bond Arms Inc. Trade Debt $290,280 1820 S Morgan P.O. Box 1296 Granbury, TX 76048-8296 Tel: (817) 573-4445 29. Truglo Inc. Trade Debt $280,885 525 International Parkway Richardson, TX 75081-4413 Tel: (972) 774-0300 30. SCCY Industries, LLC Trade Debt $267,360 1800 Concept Ct. Daytona Beach, FL 32114 Tel:(386) 322-6336 UNITED SPORTING: Files for Chapter 11 to Liquidate -------------------------------------------------- United Sporting Companies, Inc., a firearms distributor founded during the Great Depression, filed for bankruptcy protection on June 10, 2019, to pursue a liquidation of the business. In January 2019, USC retained Houlihan Lokey Capital, Inc. and, with the firm's expertise and support, commenced the work necessary to run a successful sale process. In the first week of February 2019, Houlihan provided an initial information package to 55 potential buyers, which highlighted USC's financial and operational strengths. Houlihan's marketing efforts resulted in significant interest in a transaction from at least four interested parties. Despite this level of interest in a transaction, none of the interested parties ultimately presented an offer that Sportco's board of directors considered to be value-maximizing after considering all relevant factors. In June 2019, parent SportCo Holdings, Inc.'s board of directors made a determination that filing the Chapter 11 cases to pursue an orderly liquidation of the Debtors' assets was in the best interest of all stakeholders. Mounting prepetition lawsuits against the Debtors (as well as their directors and officers) detrimentally affected their ability market a sale of the company and otherwise buy and sell inventory in the ordinary course of business. The automatic stay imposed upon the filing of the Chapter 11 cases will provide a necessary reprieve from litigation to allow the Debtors to focus on maximizing value for all creditors. Importantly, absent a bankruptcy filing, the Debtor would not have the working capital necessary to implement the contemplated wind-down plan because the Debtors' Prepetition ABL Facility was otherwise scheduled to mature on June 7, 2019 following a short-term extension to allow the Debtors to continue their pursuit of a going-concern sale. Finally, the Chapter 11 cases will allow the Debtors to continue marketing certain business lines and parcels of real property that drew interest during the Debtors' prepetition marketing process and pursue bulk inventory sales to maximize the value of the Debtors' remaining assets. 20,000 Retailers USC was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in 2009 and formally changing its name to United Sporting Companies, Inc., on July 16, 2010. Headquartered in Chapin, South Carolina, USC is a marketer and distributor of a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. USC's product line of over 55,000 SKUs includes firearms, reloading, marine electronics, trolling motors, optics, cutlery, archery equipment, ammunition, leather goods, camping equipment, sportsman gifts, and a variety of other outdoor sporting goods products. USC carries the major brands in the outdoor sports industry, including Remington, Ruger, Browning, Winchester, Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory, Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance, Federal, CCI, Taurus, and Leupold. USC's customer base consists of 20,000 independent retailers covering all 50 states. USC has 321 full-time, part-time, and temporary employees. The Chapin facility includes a 154,000-square foot distribution center and a 40,000-square foot sales office. USC owns and operates two additional distribution centers -- a 128,000 square foot facility in Newberry, South Carolina, and a 192,000-square foot distribution facility in Bellefontaine, Ohio. USC also leases a 198,000-square foot distribution and office facility in Pittston, Pennsylvania, a 30,000-square foot distribution facility in Salt Lake City, Utah, and additional sales offices in Pennsylvania, California, Minnesota, and Texas. In 2018, USC's net sales across all distribution channels were approximately $557.0 million, with $531.1 million in net sales for 2017. Despite USC's strong sales volume, these figures are well below USC's $885.3 million in average net sales from 2012 through 2016. In line with USC's decreased sales, its adjusted EBITDA has dropped from an average of $55.8 million from 2012 through 2016 to $4.0 million in 2018. Organizational Structure SportCo Holdings Inc., is the holding company and parent of USC. As of the Petition Date, 94.30% of SportCo's fully-diluted shares were held by three investor groups: Wellspring Capital Partners IV, L.P. (60.58%), Prospect Capital Corporation and certain affiliates (21.16%), and Summit Partners Credit Fund, L.P., and certain affiliates (12.55%). USC operates its business primarily through Ellett Brothers, LLC, a South Carolina limited liability company and wholly-owned subsidiary of United Sporting Cos., and four of Ellett's six wholly-owned subsidiaries: Evans Sports, Inc., a South Carolina corporation; Jerry's Sports, Inc., a Delaware corporation, Outdoor Sports Headquarters, Inc., a Delaware corporation; and Simmons Gun Specialties, Inc., a Delaware corporation. Ellett's two remaining wholly-owned subsidiaries, Bonitz Brothers, Inc., a Delaware corporation and Quality Boxes, Inc., a South Carolina corporation, ceased operations prior to the Petition Date. Capital Structure As of the bankruptcy filing, the Debtors owe: * $23,056,471 under a first lien ABL facility provided under a Third Amended and Restated Loan and Security Agreement dated Sept. 28, 2012, among Ellett, each Operating Subsidiary, and Bonitz -- Prepetition Borrowers -- various lender parties thereto, and Bank of America, N.A., as administrative and collateral agent. As of the Petition Date, the Prepetition ABL Lenders are Bank of America, N.A., Wells Fargo Bank, N.A., and Regions Bank. * $249,800,405 under a second lien term loan facility provided under a Second Lien Loan and Security Agreement dated Sept. 28, 2012, between the Prepetition Borrowers, various lenders party thereto and Prospect Capital Corporation. As of the Petition Date, the term loan lenders are: (i) Prospect Capital Corporation; (ii) Summit Partners Credit Fund, L.P.; (iii) Summit Partners Credit Fund A-1, L.P.; (iv) Summit Investors I, LLC; (v) Summit Investors I (UK), L.P.; and (vi) Summit Partners Credit Offshore Intermediate Fund, L.P. In addition to the prepetition secured obligations, as of the Petition Date, the Debtors estimate that they have $40.9 million of outstanding unsecured debt, which is comprised mostly of professional services, trade debt, and employee severance. About United Sporting Companies United Sporting Companies, Inc., was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc. in 2009 and formally changing its name to United Sporting Companies in July 2010. Headquartered in Chapin, South Carolina, USC markets and distributes a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. USC's customer base consists of 20,000 independent retailers covering all 50 states in the U.S. SportCo Holdings, Inc., a holding company with no business operations, is the ultimate parent. United Sporting Companies, Inc. and eight related companies sought Chapter 11 protection on June 10, 2019. The lead case is In re SportCo Holdings, Inc. (Bankr. D. Del. Case No. 19-11299). SportCo Holdings estimated liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy counsel; POLSINELLI PC as local Delaware counsel; WINTER HARBOR, LLC, as restructuring advisor; and BMC GROUP, INC., as claims agent. UNITED SPORTING: Says Donald Trump Victory Hurt Sales ----------------------------------------------------- United Sporting Companies, Inc., which has sought Chapter 11 protection to pursue a liquidation of the assets, said that sales were affected after President Donald Trump was elected president. Since 2015, USC, which distributes firearms to 20,000 retailers in the U.S., has faced economic headwinds and operational challenges that significantly and adversely impacted the operating performance: * Industry-Wide Decline Due to an Uncertain Political Climate. In the lead up to the 2016 presidential election, the Debtors anticipated an uptick in firearms sales historically attributable to the election of a Democratic presidential nominee. The Debtors increased their inventory to account for anticipated sales increases. In the aftermath of the unexpected Republican victory, the Debtors realized lower than expected sales figures for the 2017 and 2018 fiscal years, with higher than expected carrying costs due to the Debtors' increased inventory. These factors contributed to the Debtors tightening liquidity and an industry-wide glut of inventory. * Excess Inventory Led to Discounting, Which Eroded the Debtors' Margins. An over-supply of firearms following the 2016 presidential election and the financial distress of certain market participants led to industry-wide sales discounts. The Debtors were forced to lower prices to remain competitive and maintain sales figures, which further eroded the Debtors' slim margins and contributed to the Debtors' tightening liquidity. * The Debtors' Over-Leveraged Capital Structure Further Eroded the Debtors' Margins. The Debtors' high fixed costs under the prepetition credit facilities adversely affected the Debtors' financial liquidity and required the Debtors' to stretch accounts payable beyond the Debtors' customary payment terms. The resulting management of accounts payable resulted in the Debtors foregoing customary discount terms and volume rebates offered by the Debtors' top vendors. * Significant Disruptions in the Industry Eroded the Debtors' Channel Sales. Many of the Debtors' vendors and manufacturers suffered heavy losses as a result of the Cabela's-Bass Pro Shop merger, Dick's Sporting Good's pull back from the market, and the recent Gander Mountain and AcuSport bankruptcies. Those losses adversely impacted the terms and conditions on which such vendors and manufacturers were willing to extend credit to the Debtors. With respect to the Gander Mountain and AcuSport bankruptcies, the dumping of excess product into the marketplace pushed prices -- and margins -- even lower. The resulting tightening of credit terms eroded the Debtors' sales and further contributed to the Debtors' tightening liquidity. * Disruptions Caused by Natural Disasters. The recent spate of disastrous hurricanes in the Southeastern United States resulted in decreased demand for firearms and other sporting goods where the Debtors' sales are disproportionately focused. The reduction in demand caused additional losses for the Debtors and contributed to the Debtors' tightening liquidity. In June 2018, the Debtors acquired certain assets from competitor AcuSport Corporation, including the Debtors' distribution facility in Bellefontaine, Ohio, in an asset sale approved by the U.S. Bankruptcy Court for the District of Ohio pursuant to Section 363 of the Bankruptcy Code. The Debtors consummated the AcuSport Transaction to realize certain supply chain synergies attributable to the integration of the AcuSport Assets and expand the Debtors' sales footprint. However, as of the Petition Date, the Debtors have been unable to realize the operational savings and increased sales anticipated from the transaction due to higher than anticipated costs of integrating the AcuSport assets with the Debtors' existing distribution infrastructure, as well as lower than anticipated incremental sales. The lower than anticipated increase in customer base following the AcuSport transaction resulted in a faster than expected tightening of the Debtors' liquidity and overall deterioration of the Debtors' financial condition. Given the Debtors' tight liquidity position in the lead up to the Chapter 11 cases, the Debtors approached the Prepetition Agents on several occasions seeking amendments to the Prepetition Documents to, among other things, decrease the Debtors' leverage and improve the Debtors' financial condition. Despite the Debtors' efforts, the Debtors' Prepetition Lenders were unwilling to extend additional credit. The Debtors' tightening liquidity resulted in certain trade creditors refusing to continue to provide the Debtors with inventory to sell in the ordinary course of the Debtors' businesses and, ultimately, the loss of credit insurance for a majority of the Debtors' vendors as of Jan. 1, 2019. In light of the foregoing, SportCo's board of directors determined that it would be in the best interests of the Debtors to explore various strategic alternatives. After discussions with the Debtors' Prepetition Lenders and major equity holders, SportCo's board of directors determined that pursuing a sale of the Debtors as a going-concern would be in the best interests of the Debtors as well as their creditors and equityholders. In January 2019, the Debtors retained Houlihan Lokey Capital, Inc. and, with Houlihan's expertise and support, commenced the work necessary to run a successful sale process. In the first week of February 2019, Houlihan provided an initial information package to 55 potential buyers, which highlighted USC's financial and operational strengths. The package included a form confidentiality agreement and an invitation to meet with Houlihan to discuss USC in greater detail. Of the 55 potential buyers contacted by Houlihan, 17 parties signed confidentiality agreements and 16 parties obtained access to confidential information describing USC's operations as well as historical and projected financial performance. Houlihan's marketing efforts resulted in significant interest in a transaction from at least four interested parties. Despite this level of interest in a transaction, none of the interested parties ultimately presented an offer that Sportco's board of directors considered to be value-maximizing after considering all relevant factors. In June 2019, Sportco's board of directors made a determination that filing the Chapter 11 cases to pursue an orderly liquidation of the Debtors' assets was in the best interest of all stakeholders. About United Sporting Companies United Sporting Companies, Inc., was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc. in 2009 and formally changing its name to United Sporting Companies in July 2010. Headquartered in Chapin, South Carolina, USC markets and distributes a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. USC's customer base consists of 20,000 independent retailers covering all 50 states in the U.S. SportCo Holdings, Inc., a holding company with no business operations, is the ultimate parent. United Sporting Companies, Inc. and eight related companies sought Chapter 11 protection on June 10, 2019. The lead case is In re SportCo Holdings, Inc. (Bankr. D. Del. Case No. 19-11299). SportCo Holdings estimated liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy counsel; POLSINELLI PC as local Delaware counsel; WINTER HARBOR, LLC, as restructuring advisor; and BMC GROUP, INC., as claims agent. UNUM GROUP: Fitch Affirms Junior Subordinated Notes at 'BB+' ------------------------------------------------------------ Fitch Ratings has affirmed the Insurer Financial Strength ratings for all of Unum Group's domestic operating subsidiaries at 'A'. Fitch has also affirmed UNM's Long-Term Issuer Default Rating at 'BBB+'. The Rating Outlook remains Negative. KEY RATING DRIVERS The affirmation of UNM's ratings considers its moderate business profile and strong capitalization and leverage, as well as the company's strong and stable core operating performance. Offsetting these strengths are UNM's elevated long-term care (LTC) exposure and above-average investment risk. The Negative Outlook continues to reflect Fitch's concerns around UNM's LTC reserve adequacy and the general lack of conservatism in UNM's statutory individual LTC reserving assumptions, though strong reserve margins in other lines of business partially mitigate this risk. Favorably, since UNM's LTC reserve review in 3Q18, loss ratios have remained in line with expectations and the company has achieved material rate increases. At YE18, UNM had $12.4 billion in legacy LTC statutory reserves, over three times its total adjusted capital, which is among the highest relative exposure in Fitch's rated universe. Fitch's concerns largely center around the company's individual LTC exposure, which comprised over half of its LTC reserves at YE18 and has richer benefits and lower lapse rates than its group block. UNM ceased individual LTC sales in 2009 and has since taken continued steps to restore the lines profitability including premium rate increases and benefit reductions. Fitch views LTC as among the riskiest products in the industry, due to its above-average underwriting and pricing risk, high reserve and capital requirements, and exposure to low interest rates. Fitch ranks UNM's business profile as moderate compared to that of all other U.S. life insurance companies due to its strong competitive position in group and voluntary benefits, as well as the low risk nature of its new business, which is partially offset by the elevated risk associated with its legacy LTC insurance. Given this ranking, Fitch scores UNM's business profile at 'A' under its credit factor scoring guidelines. The company continues to benefit from favorable employment trends and solid wage growth, though competition is increasing in employee benefits market as companies seek to gain market share. Growth in Europe remains muted in the Brexit vote aftermath. Fitch considers UNM's capitalization strong, though the company maintains an efficient capital management focus with minimal excess capital at its operating companies. At YE18, the company's RBC ratio was 370%, down from historical levels due to tax reform, but in excess of its current target of 350%. The company's 2018 Prism score is expected to be on the cusp of the 'Strong' category, modestly below expectations for the current rating level. Fitch views UNM's financial leverage as in line with the current rating level. Financial leverage was 27% as of 1Q19. Debt servicing capacity is considered strong and has been stable over recent periods with a fixed charge coverage ratio of 9.8x in 2018, excluding the company's $751 million pre-tax LTC reserve charge, while holding company cash remains robust. UNM's strong earnings underpin its ratings. Results in its core business lines remain stable, resulting in a two percentage point improvement in the ROE to 15% in 2018. The company's group disability benefit ratio remained strong at 76%, benefitting from favorable claim recoveries, while the company's LTC interest adjusted loss ratio since the 3Q18 reserve update has been in line with expectations of between 85%-90%. Fitch views UNM's investment portfolio as strong, though it exhibits above-average risk compared with the broader industry, with a risky asset ratio of 94% at YE18. Further the investment portfolio is concentrated in corporate bonds and bond quality is below-average with overweight positions in NAIC 2 bonds and BIGs, which Fitch views cautiously given the late stage of the credit cycle. Favorably, exposure to structured securities, alternatives and commercial mortgage loans is below-average. RATING SENSITIVITIES Key rating sensitivities that could lead to a downgrade include: -- Deterioration in Fitch's overall assessment of capitalization and leverage to below the 'A' level; -- Adverse development in LTC experience versus reserving assumptions resulting in a pre-tax GAAP charge of at least $500 million; -- Deterioration in financial results that includes an ROE below 9% and fixed-charge coverage ratio below 7x; -- Holding company cash falls below management's target of approximately 1x fixed charges (interest expense plus common stock dividend). Key rating sensitivities that could lead to a return to a Stable Outlook include: -- Lack of GAAP LTC reserve charge while maintaining strong financial performance along with capitalization and leverage consistent with the 'A' level. FULL LIST OF RATING ACTIONS Fitch affirms the following ratings: Unum Group Inc. -- Long-Term IDR at 'BBB+'; -- Senior notes at 'BBB'; -- Junior subordinated notes at 'BB+'. Provident Financing Trust I -- Junior subordinated capital securities at 'BB+'. Unum Group members: Unum Life Insurance Company of America Provident Life & Accident Insurance Company Provident Life and Casualty Insurance Company The Paul Revere Life Insurance Company Unum Insurance Company First Unum Life Insurance Company Colonial Life & Accident Insurance Company -- IFS at 'A'. The Rating Outlook is Negative. US RENAL: Moody's Rates New Senior Unsec. Notes Due 2027 'Caa2' --------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to U.S. Renal Care, Inc.'s new senior unsecured notes. There is no change to the company's existing ratings, including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B2 ratings on the company's new senior secured revolving credit facility and term loan. The outlook is stable. Moody's expects that the proceeds from these notes, along with the company's proposed credit facility and equity, will be used to finance the $2.7 billion leveraged buyout of the company by a consortium of private equity investors led by Bain Capital and Summit Partners. Ratings assigned: U.S. Renal Care, Inc. (NEW) Senior unsecured notes due 2027 at Caa2 (LGD5) Ratings for which there is no change: U.S. Renal Care, Inc. (NEW) Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured revolving credit facility expiring 2024 at B2 (LGD3) Senior secured term loan due 2026 at B2 (LGD3) The outlook is stable. RATINGS RATIONALE U.S. Renal's B3 Corporate Family Rating reflects Moody's expectation that the company's leverage will remain very high with debt/EBITDA around 6.5 times over the next 12 to 18 months. The rating is also constrained by the company's modest scale relative to the two largest players in the sector, DaVita Inc. and Fresenius Medical Care AG & Co. KGaA. Moody's also expects dialysis providers such as U.S. Renal to face rising social risk that could lead to legislation that reduces industry profitability. There is a significant differential in reimbursement for commercial patients versus Medicare patients, and the vast majority of industry profits are consolidated among a few for-profit companies. Moody's believes this raises longer-term risk around payment rates and profitability. The rating benefits from Moody's expectation for stable industry demand, characterized by the increasing incidence of end stage renal disease (ESRD) and the medical necessity of the service U.S. Renal provides. Also, Moody's expects the company to operate with very good liquidity during the next 12-18 months, supported by cash in excess of $100 million and ample revolver availability. Moreover, the rating agency expects U.S. Renal to generate consistently positive free cash flow. The stable outlook reflects Moody's expectation that U.S. Renal will average mid-single-digit earnings growth during 2019-2021. Earnings growth will be driven by new clinic openings, acquisitions and organic treatment growth, offset in part by unfavorable shift in payor mix (i.e., increased shift towards Medicare), reimbursement pressure, and elevated clinic costs. The ratings could be downgraded if operating performance weakens, or if U.S. Renal engages in debt-funded acquisitions or shareholder-friendly actions. A downgrade could also occur if Moody's expects a significant increase in the company's social risk (e.g., unfavorable regulatory developments) or if liquidity weakens. The ratings could be upgraded if U.S. Renal successfully achieves greater scale while effectively managing its growth. An upgrade could also result from the company sustaining debt/EBITDA below 6.5 times. U.S. Renal Care, Inc. provides dialysis services to patients who suffer from chronic kidney failure. U.S. Renal provides dialysis services through 334 outpatient facilities in 31 states and the territory of Guam. It also provides acute dialysis services through contractual relationships with hospitals and home dialysis services. Revenues are approximately $1.3 billion. Following this transaction, U.S. Renal Care will be owned by private equity firms Bain Capital, Summit Partners, and Revelstoke Capital Partners, along with other investors and management. USG CORP: Moody's Withdraws Ba2 CFR Amid Reorganization ------------------------------------------------------- Moody's Investors Service has withdrawn USG Corporation's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and the SGL-1 Speculative Grade Liquidity Rating. Moody's also withdrew the Ba2 (LGD4) rating assigned to the company's senior unsecured debt, and the B1 (LGD6) rating assigned to its senior unsecured revenue bonds. At the time of the withdrawal, the outlook was negative. Outlook Actions: Issuer: USG Corporation Outlook, Changed To Rating Withdrawn From Negative Withdrawals: Issuer: East Chicago (City of) IN Senior Unsecured Revenue Bonds, Withdrawn , previously rated B1 (LGD6) Issuer: OHIO (STATE OF) Senior Unsecured Revenue Bonds, Withdrawn , previously rated B1 (LGD6) Issuer: Ohio Air Quality Development Authority Senior Unsecured Revenue Bonds, Withdrawn , previously rated B1 (LGD6) Issuer: OREGON (STATE OF) Senior Unsecured Revenue Bonds, Withdrawn , previously rated B1 (LGD6) Issuer: Pennsylvania Economic Dev. Fin. Auth. Senior Unsecured Revenue Bonds, Withdrawn , previously rated B1 (LGD6) Issuer: USG Corporation Probability of Default Rating, Withdrawn , previously rated Ba2-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 Corporate Family Rating, Withdrawn , previously rated Ba2 Senior Unsecured Regular Bond/Debenture, Withdrawn , previously rated Ba2 (LGD4) RATINGS RATIONALE Moody's withdrew the ratings due to the reorganization of USG Corporation. On April 24, 2019, Gebr. Knauf KG's completed its acquisition of USG. Going forward, it does not expect to receive financial information of USG Corp., which remains the issuer of the rated debt, preventing Moody's from maintaining the ratings. Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. VAN'S LAUNDROMATS: July 17 Plan Confirmation Hearing ---------------------------------------------------- The Bankruptcy Court issued an order approving the third amended disclosure statement and setting hearing on confirmation of the Plan. The confirmation hearing is scheduled for July 17, 2019 at 11:30 AM. Last day to object to confirmation is July 3. UNSECURED CLAIMS: The allowed unsecured claims will be paid from the net proceeds remaining from the sales of listed real estate owed by the Debtor and its principals. The Debtor estimates that sufficient funds should be available to pay its unsecured claims in full. CLASS 3 CLAIMS: The allowed claim of Eastern Funding, LLC, will be paid in full pursuant to its stipulation signed with the Debtor and entered by the Court on April 23, 2019, upon the sale of the Debtor's real property and the real property of the Debtor's principals. CLASS 4 CLAIMS: The allowed secured claim of Philadelphia Gas Works will be paid in full upon the closing of the sale of the Debtor's property at 6047-49 Market Street. CLASS 5: The allowed claim of Univest Bank will be paid in increments beginning with the net proceeds of the sale of the Debtor's principal's property at 1831-1833 Harrison Street (expected to close on or before June 1, 2019). The Debtor estimates that the net proceeds of at least $60,000 immediately upon receipt at the closing. Additionally, the Debtor expects to fully satisfy the balance of Univest's lien on 6047-49 Market Street upon the sale of that property. Finally, the Debtor will satisfy the remaining Univest lien/claim of $233,159 in full upon the sale of 6208-6212 Lansdowne Avenue. Total projected funding available: $1,129,000, less 6% realtor commissions and any outstanding liens for utilities owed by the Debtor on each property. Accordingly, the Debtor estimates that at least $950,000 should be available to pay all secured and unsecured allowed claims in full. A full-text copy of the Third Amended Disclosure Statement dated May 22, 2019, is available at https://tinyurl.com/y5m4l579 from PacerMonitor.com at no charge. Attorney for the Debtor is Demetrius J. Parrish, Jr., Esq., in Philadelphia, Pennsylvania. About Van's Laundromats Van's Laundromats Inc. is a Pennsylvania Corporation that operates laundromats in the City of Philadelphia. Van's Laundromats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9, 2018. In the petition signed by Mao Khai Van, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000 as of the bankruptcy filing. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Demetrius J. Parrish, Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys. VBAR 3 LLC: June 26 Plan Confirmation Hearing --------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Vbar 3, LLC, and Caffe Valdino, Inc., is conditionally approved as containing adequate information. The date for the hearing on confirmation of the Plan shall be June 26, 2019 at 11:00 a.m. The last date by which the holders of claims and interests may accept or reject the Plan is June 19, 2019 at 5:00 p.m. Eastern time (“Voting Deadline”). The time for filing objections to the Disclosure Statement and/or the confirmation of the Plan has been fixed as June 19, 2019 at 5:00 p.m. Eastern time. The date for the hearing on final approval of the Disclosure Statement will be June 26, 2019 at 11:00 a.m. Class 2 - General Unsecured Claim will be paid 30% of Allowed Claim over a period of approximately 36 months from Effective Date. Commencing on the first of the month following the Effective Date, the Reorganized Debtors shall make 12 monthly payments of approximately $2,500 per month to all holders of Allowed Class 2 Claims for 12 months pro rata. On August 1, 2020, the Reorganized Debtors shall make 10% Distribution to holders of Allowed Class 2 Claims and on August 1, 2021, the Reorganized Debtors shall make a final 10% Distribution to holders of Allowed Class 2 Claims. Class 1 - Secured Claims will be paid 50% of Allowed Claim over 36 months from Effective Date in equal monthly installments without interests. The Plan shall be funded from the cash on hand and to the extent necessary supplemented by a contribution made by Ciotti. A full-text copy of the Disclosure Statement dated May 23, 2019, is available at https://tinyurl.com/y2wa63nt from PacerMonitor.com at no charge. Attorneys of the Debtor: Scott S. Markowitz, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 Email: smarkowitz@tarterkrinsky.com About Vbar 3, LLC Vbar 3, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-10378) on Feb. 10, 2019, estimating under $1 million in assets and liabilities. Tarter Krinsky & Drogin LLP, which substituted for Richard Byron Peddie, P.C., is the Debtor's counsel. VISTRA OPERATIONS: Fitch Rates Proposed $1BB Unsec. Notes 'BB' -------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Vistra Operations Company LLC's proposed $1 billion senior unsecured notes due 2027. Fitch rates the Long-Term Issuer Default Rating of Vistra Operations and that of its parent company, Vistra Energy Corp., 'BB'. The Rating Outlook is Stable. Vistra has launched a concurrent tender offer to purchase in cash all of its outstanding 7.375% senior notes due 2022, and a significant portion of the 7.625% of the senior notes due 2024, both of which are part of the legacy Dynegy Inc. debt. The tender offer and the associated transaction costs will be funded by the proceeds from the new notes at Vistra Operations and cash on hand. This transaction is part of management's continued efforts to simplify the capital structure post the acquisition of Dynegy and consolidate the debt issuance at Vistra Operations. The transaction provides added benefits of reducing interest expense and extending the debt maturity profile. The 'BB' IDR for Vistra reflects its size and scale as the nation's largest independent power producer; fuel and geographic diversity amassed through the acquisition of Dynegy Inc.; a high margin retail electricity business in Texas and strategic priority to grow its retail business outside of Texas; strong FCF generation; and commitment to conservatively manage its balance sheet, with a goal to attain net debt/EBITDA of 2.5x (or gross debt/EBITDA of 2.7x) by YE 2020. KEY RATING DRIVERS Transaction Simplifies Capital Structure: The issuance of senior unsecured notes at Vistra Operations and the concurrent tender offer of a portion of the legacy Dynegy debt continue management's efforts to simplify the capital structure. In June 2018, all secured credit facilities were moved to Vistra Operations and the legacy Dynegy term loan and revolver were eliminated. Substantially all of the legacy Dynegy operations were moved under Vistra Operations. Guarantors of the secured credit facilities guarantee the new notes and the legacy Dynegy senior notes. The new notes do not receive the intermediate holding parent guarantee, unlike the senior secured credit facilities and legacy Dynegy senior notes. Transition to Investment Grade: Management appears committed to an investment grade rating and the recent issuance of $2 billion of senior secured notes at Vistra Operations with a security fall away provision marks a first step toward aligning the capital structure with that of an investment grade entity. Currently, more than 50% of Vistra's consolidated capital structure consists of secured debt. Fitch would expect this proportion to be significantly lower before the IDR can be migrated to investment grade. Strong Cash Flow Generation Supports Deleveraging: Fitch believes the company should be able to deliver adjusted EBITDA within management's guidance ranges of $3.22 billion-$3.42 billion in 2019. Realization of synergy benefits and O&M cost control should offset the drag from declining capacity revenues in 2020, according to Fitch. Management expressed confidence in its ability to generate approximately similar levels of adjusted EITDA in 2020 and generate $3 billion in adjusted EBITDA in any commodity environment. Fitch expects Vistra to generate FCF of more than $2 billion in 2019 and beyond, prior to return of capital to shareholders. In 2018, Vistra's board authorized a $1.75 billion share repurchase program, of which a little over $1.0 billion has been completed. It also announced an annual dividend of $0.50 per share beginning in the first quarter of 2019, which is expected to grow at an annual rate of 6%-8%. Capex is largely attributable to maintenance items for the generation assets and is projected to be approximately $500 million annually. The retail business generates a substantial amount of FCF because capex requirements are modest. The strong FCF generation affords management ample financial flexibility to execute its leverage reduction goals and reinvest and/or return capital to shareholders. Fitch believes management's 2.5x net debt/EBITDA target by YE 2020 is achievable given the FCF profile and ability to call legacy Dynegy notes. Large Scale and Diversity: Fitch favorably views Vistra's generation portfolio with approximately 41 gigawatts (GW) of installed capacity. The acquisition of Dynegy diversified Vistra's fleet away from Texas, which, while exhibiting a favorable demand-supply dynamic, lacks the additional revenue support that capacity markets provide in other regions, such as PJM Interconnection and New England. Dynegy's combined-cycle gas turbine fleet boosts the combined entity's natural gas share of generation to 52% from 36%, thereby lowering the overall fleet's sensitivity to natural gas prices. Vistra is on track to realize material synergy savings from its combination with Dynegy, which will result in EBITDA uplift from synergies and operational improvements of $565 million by 2020. Vistra also expects to realize $310 million of run-rate FCF benefits from deleveraging and capital structure efficiencies, and projects a substantial decline in federal cash taxes and tax receivable agreement payments over 2018-2022 due to the ability to utilize Dynegy's net operating losses. As a partial offset, the combination with Dynegy significantly increases Vistra's long generation position, and in this regard, Fitch views favorably management's strategic goal to grow its retail presence outside Texas. In February 2019, Vistra announced the acquisition of Crius Energy, which expands Vistra's geographic footprint in the Midwest and Northeast in the high margin residential and small business customer segments. Demonstrated Stability of the Texas Retail Business: TXU Energy, Vistra's retail electricity operation in Texas, is a high-margin business that offers an effective sales channel and a partial hedge for its wholesale generation. Retail margins in the commercial and industrial segment generally remained range-bound during commodity cycles, and residential retail margins are usually countercyclical, given the length and stickiness of the customer contracts. Strong brand recognition, tailored customer offerings and effective customer service are driving high customer retention, and TXU Energy's attrition rates declined over the years. Residential customer count has remained largely stable at 1.5 million since 2015. Vistra's integrated model (wholesale plus retail) in Texas resulted in relatively stable EBITDA over 2012-2018. Constructive Power Market Developments: The power prices in ERCOT increased in 2018 following portfolio rationalization announcements by other generators. With electricity demand in the region projected to continue its strong growth, the reserve margins are expected to fall to 10.5% for summer 2020, rise to 15.0% in 2021 and fall to 10.0% in 2023 and 8.0% in 2024 (below ERCOT's 13.75% threshold), as per ERCOT's May 2019 Capacity, Demand and Reserves report. This is expected to put upward pressure on power prices. Scarcity premiums remain leveraged to weather, wind performance during peak hours and Operation Reserve Demand Curves (ORDC) parameters and, as a result, the power prices are still below the levels needed to incentivize new gas fired build. Other markets including PJM continue to push forward with market reforms that will potentially help mitigate issues associated with state sponsored subsidies for specific types of power generation. Long-Term Headwinds to Margin Growth: The competitive markets continue to face structural imbalances brought on by the onslaught of renewables and the growth in supply of efficient natural gas-fired plants in certain markets, due to extremely low natural gas prices, even as power demand growth remains flat to down in most markets, excluding ERCOT. State intervention to save struggling nuclear plants via subsidies has the potential to skew market price-setting mechanisms. Rapid advancements in battery storage technologies also have the potential to accelerate the generation mix shift away from fossil fuel power plants, leading to long-term uncertainty for merchant generation business models. Given the uncertain long-term backdrop, Fitch views management's strategic initiatives to grow its retail presence, rationalize generation capacity in markets such as the Midwest and California, and start focusing on renewables and battery storage as positive. DERIVATION SUMMARY Vistra is well positioned relative to Calpine Corporation (B+/Stable), Exelon Generation (ExGen, BBB/Stable) and PSEG Power LLC (BBB+/Stable) in terms of size, scale and geographic and fuel diversity. Vistra is the largest independent power producer in the country with approximately 41 GW of generation capacity compared to Calpine's 26 GW, ExGen's 33 GW and PSEG Power's 12 GW. Vistra's generation capacity is well diversified by fuel compared to Calpine's natural gas heavy and ExGen's nuclear heavy portfolio. Similarly, Vistra's portfolio is well diversified geographically as compared to the Northeast dominant portfolio of ExGen and PSEG Power. Both Vistra and ExGen benefit from their ownership of large retail electricity businesses, which are typically countercyclical to wholesale generation given the length and stickiness of customer contracts. Vistra has a dominant position in the mass retail market in Texas, which has generated stable EBITDA over 2012-2018 despite power price volatility. A key benefit of acquiring Dynegy has been the drop in sensitivity of Vistra's EBITDA to changes in natural gas prices and heat rates. Vistra's gross debt/EBITDA (pro forma for Dynegy's acquisition) of 3.7x and the target to reach 2.7x by 2020 compares favorably to Calpine's projected gross leverage in the mid to high 4.0x by 2022. Exgen's gross debt/EBITDA is projected to trend down to 3.0x or below over the next few years. For PSEG Power, debt/EBITDA is expected to decline to less than 2.5x by 2020. The ratings of both ExGen and PSEG Power benefit considerably from their ownership by a utility holding company. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Estimated generation of 198 TWHs in 2019 and 190 TWHs in 2020; -- Hedged generation in 2019-2020 per management's guidance; -- Retail load of approximately 65-70 TWHs; -- Power price assumption based on Fitch's base deck for natural gas prices of $3.25/MMBtu in 2019 and $3.00/MMBtu in 2020 and beyond and current market heat rates; -- Capacity revenues per past auction results and no material upside in future auctions; -- Synergies of $400 million realized in 2019 and $500 million in 2020; -- Maintenance capex of approximately $500 million over 2019-2020; -- Deleveraging in 2019-2020 to reach 2.7x gross debt/EBITDA target; -- No new generation contemplated after the 180 MW Upton solar plant is complete; -- Crius acquisition is not included. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Execution of deleveraging as per management's stated goal such that gross debt to EBITDA is below 3.0x on a sustainable basis; -- Track record of stable EBITDA generation; -- Measured approach to growth; -- Balanced allocation of FCF that maintains balance sheet flexibility while maintaining leverage within stated goal. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Weaker power demand and/or higher-than-expected supply depressing wholesale power prices and capacity auction outcomes in its core regions; -- Unfavorable changes in regulatory construct/rules in the markets that Vistra operates in; -- Rapid technological advancements and cost improvements in battery and renewable technologies that accelerate the shift in generation mix away from fossil fuels; -- An aggressive growth strategy that diverts a significant proportion of FCF toward merchant generation assets and/or overpriced retail acquisitions; -- Gross debt/EBITDA above 3.5x on a sustainable basis. LIQUIDITY AND DEBT STRUCTURE Fitch views Vistra's liquidity as adequate. Vistra Operations currently has a $2.725 billion revolving credit facility that matures in 2023, which includes a $2.35 billion LC sub-facility. Approximately $922 million of LCs were outstanding as of March 31, 2019, which reduces the available revolver capacity to $1.75 billion. As of March 31, 2019, Vistra had $546 million of unrestricted cash on hand. Fitch expects Vistra to generate a sizeable amount of FCF annually and maintain a minimum of $400 million of cash on its balance sheet for working capital purposes. WEATHERLY OIL: Files Chapter 11 Plan of Liquidation --------------------------------------------------- Weatherly Oil & Gas, LLC, filed a disclosure statement with respect to its proposed chapter 11 plan of liquidation. The Plan contemplates a liquidation of the Debtor and its Estate. The primary objective of the Plan is to maximize the value of recoveries to Holders of Allowed Claims and to distribute all property of the Debtor's Estate that is or becomes available for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtor believes that the Plan accomplishes this objective and is in the best interests of its Estate, and therefore seeks to confirm the Plan. The Debtor believes that Confirmation of the Plan will avoid the lengthy delay and significant cost of conversion to and completion of a liquidation under chapter 7 of the Bankruptcy Code. Class 4 under the plan consists of the general unsecured claims. Each Holder of an Allowed General Unsecured Claim will receive their Pro Rata share of the Residual Pool, if any; provided that the Liquidation Trustee may, subject to the terms of the Plan, make one or more distributions to Holders of Allowed General Unsecured Claims. On the Effective Date, the Debtor will transfer the Liquidation Trust Assets to the Liquidation Trust, and all such assets will vest in the Liquidation Trust on such date, to be administered by the Liquidation Trustee in accordance with the Plan and the Liquidation Trust Agreement. The Liquidation Trust Assets will be transferred to the Liquidation Trust free and clear of all Claims, Liens, and encumbrances to the fullest extent provided by section 363 or 1123 of the Bankruptcy Code. The Liquidation Trustee will have the authority to create additional sub-accounts in the Trust Accounts and sub-trusts within the Liquidation Trust, which may have a separate legal existence, but which will be considered subaccounts or sub-trusts of the Liquidation Trust. The act of transferring the Liquidation Trust Assets, as authorized by the Plan, will not be construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and such rights may be asserted by the Liquidation Trust as if the asset or right was still held by the Debtor. A copy of the Disclosure Statement is available at https://tinyurl.com/y2335sck from epiq11.com at no charge. About Weatherly Oil & Gas Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com/ -- is a Fort Worth- based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by Scott Pinsonnault, chief restructuring officer, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as counsel to the Debtor. The Office of the U.S. Trustee on March 15, 2019, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. The Committee retained Jones Walker LLP, as counsel, and Conway MacKenzie, Inc., as financial advisor. WESTERN COMMUNICATIONS: July 31 Approval Hearing on Disclosures --------------------------------------------------------------- According to a notice, the U.S. Bankruptcy Court for the District of Oregon will convene a hearing on July 31, 2019 at 11:00 a.m. to consider and possible approve Western Communications, Inc.'s proposed disclosure statement dated May 22, 2019. Written objections to the disclosure statement must be filed no less than seven days before the date of the hearing. About Western Communications Western Communications, Inc. is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. It previously sought bankruptcy protection (Bank. D. Oregon Case No. 11-37319) on Aug. 23, 2011. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WHAT'S YOUR SIGN: Unsecured Creditors to Recoup 10% Under Plan -------------------------------------------------------------- What's Your Sign, Inc. filed a small business disclosure statement describing its plan of reorganization dated May 26, 2019. The Debtor is incorporated in the State of Washington and is in the business of providing graphics, signage and displays for the Greater Tacoma area. Class Three under the plan consists of the general unsecured claims. Class Three claims total approximately $25,439.31 based off claims filed. Holder of Class Three claims will be paid, pro rata, a total of 10% of the total unsecured class which is estimated to be $2,543.93. Under the Plan the Debtor will pay $42.39 per month, which will pay approximately $2,543.93 or 10% of the total unsecured class, over a five-year period following the effective date of the Plan. The Debtor believes that the Plan is feasible and that the Bankruptcy Court will so find, but a Bankruptcy Court finding of feasibility does not guarantee that the Debtor will successfully complete or pay all of its obligations under the Plan. The Proposed Plan is a reorganizing Plan, and such Plans may be confirmed if the remaining requirements of the Bankruptcy Code are satisfied. A copy of the Disclosure Statement is available at https://tinyurl.com/y3nal7x9 from Pacermonitor.com at no charge. About What's Your Sign Inc. What's Your Sign, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-43948) on Nov. 26, 2018. 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 Brian D. Lynch. The Debtor tapped the Law Offices of Tuella O. Sykes as its legal counsel. WILSON MANIFOLDS: Unsecureds to Get $50K Over 2 Years Under Plan ---------------------------------------------------------------- Wilson Manifolds, Inc. filed with the U.S. Bankruptcy Court for the District of Florida a disclosure statement in support of its plan of reorganization dated May 28, 2019. Class 6 under the plan consists of the allowed general unsecured claims. This class will receive a pro rata distribution of $50,000. $25,000 will be paid by Keith Wilson in a lump sum payment and $25,000 will be paid over two years through four biannual installments of $6,250. The first payment will be made on the Effective Date. The Debtor will fund the plan through ongoing business operations, a contribution from Keith Wilson’s retirement account and the gift from New Equity. The Debtor has adopted an aggressive new marketing strategy aimed at expanding the company's client base beyond the professional auto racing industry. The Debtor believes and would submit that its business revenues will be sufficient to support the required payments. A copy of the Disclosure Statement is available at https://tinyurl.com/y498cefb from Pacermonitor.com at no charge. About Wilson Manifolds Inc. Wilson Manifolds, Inc. manufactures products for the automotive and racing industries. It specializes in custom-built and installed parts for high-performance vehicles. Wilson Manifolds sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21658) on Sept. 21, 2018. The case is jointly administered with the Chapter 11 case of Keith D. Wilson, the company's president (Bankr. S.D. Fla. Case No. 18-21662). In the petition signed by Mr. Wilson, Wilson Manifolds estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Wilson Manifolds tapped Hoffman, Larin & Agnetti, P.A. as legal counsel; Siegelaub, Rosenberg, Golding & Feller, P.A. as accountant; and Moecker Auctions, Inc. as appraiser. No official committee of unsecured creditors has been appointed. WOODSTOCK REALTY: Hires Grafstein & Arcaro as Counsel ----------------------------------------------------- Woodstock Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Grafstein & Arcaro, LLC, as counsel to the Debtor. Woodstock Realty requires Grafstein & Arcaro to: a. advise the Debtor regarding its rights, duties and powers as a debtor and a debtor-in-possession operating and managing its business and property; b. advise and assist the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; c. review and advise the Debtor regarding the validity of liens asserted against property of the Debtor; d. advise the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; e. prepare on behalf of the Debtor the necessary applications, motions, complaints, answers, pleadings, orders, reports, notices, schedules, and other documents; f. counsel the Debtor in connection with all aspects of a plan of reorganization and related documents; and g. perform all other legal services for the Debtor which may be necessary in the Chapter 11 case. Grafstein & Arcaro will be paid at these hourly rates: Joel M. Grafstein, Partner $300 Gregory F. Arcaro, Partner $300 Lynne Morgan, Paralegal $100 Sarah Pierce, Paralegal $100 Grafstein & Arcaro will be paid a retainer in the amount of $20,000. Grafstein & Arcaro will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory F. Arcaro, a partner at Grafstein & Arcaro, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Grafstein & Arcaro can be reached at: Gregory F. Arcaro, Esq. GRAFSTEIN & ARCARO, LLC 114 West Main Street, Suite 105 New Britain, CT 06051 Tel: (860) 674-8003 Fax: (860) 676-9168 E-mail: garcaro@grafsteinlaw.com About Woodstock Realty Woodstock Realty, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 19-20916) on May 29, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Gregory F. Arcaro, Esq., Grafstein & Arcaro. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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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 ***