/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190620.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 20, 2019, Vol. 23, No. 170 Headlines 592 EVP LOMBARD: Hires Mynd Property as Rental Manager AAG FH: Moody's Assigns B2 Corp. Family Rating, Outlook Stable ABC PM 652: Seeks to Hire Financial Relief as Counsel AIRLUX AIRCRAFT: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ALLPRO MANUFACTURING: Case Summary & 20 Top Unsecured Creditors ARADIGM CORPORATION: Hires Sheppard Mullin as Special Counsel ARIZONA AIRCRAFT: Hires Airport Property as Real Estate Broker ATLANTIC 111ST: Hires Dahiya Law Offices as Counsel BAHIA DEL SOL: Seeks to Hire Landrau Rivera & Assoc.as Counsel BLUE SEA CAFE: Seeks to Hire Morrison Tenenbaum as Counsel BRICOR LLC: Seeks to Hire Phillip K. Wallace as Legal Counsel BRISTOW GROUP: Haynes, Davis Polk Represent Secured Noteholders BRITLIND OIL: July 22 Plan Confirmation Hearing BROOKLYN BUILDINGS: E. Scantlebury Objects to Disclosure Statement BUILTRITE BUILDERS: Seeks to Hire Mulliken as Special Counsel CAMBRIAN HOLDING: Owes $300 Million, to Sell Assets in Chapter 11 CARROLL REALTY: Hires The Gardner Law Firm as Counsel CEDAR FAIR: Moody's Rates Proposed Sr. Unsec. Notes B1 CELLA III: Seeks to Hire Congeni Law Firm as Counsel CLEAN HARBORS: Moody's Rates Proposed Sr. Unsec. Note Ba3 CLINTON NURSERIES: Unsecureds to Receive 40%-50% Over 10 Years COGENT COMMUNICATIONS: Moody's Rates EUR135MM Sr. Unsec. B3 CONSUMER ADVOCACY: DOJ Watchdog Seeks Ch. 11 Trustee, Examiner CREDIT MANAGEMENT: Settles Dispute with PBGC in New Plan DITECH HOLDING: Consumer Committee Hires TRS Advisors DITECH HOLDING: Consumer Creditor's Committee Hires Counsel DOWN HILL FARM: Case Summary & 9 Unsecured Creditors DPW HOLDINGS: Enters Into Refinancing Transaction with Investor DRIVETIME AUTO: Moody's Affirms B3 CFR & Alters Outlook to Positive ELECTRONICS FOR IMAGING: Moody's Assigns B3 CFR, Outlook Stable ENERGY ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable EW ACQUISITION: Seeks to Hire Eugene D. Roth as Counsel F & S ASSOCIATES: Hires G&E Real Estate as Real Estate Broker FIORES MOTORS: Seeks to Hire DJS Ventures as Real Estate Broker FIORES MOTORS: Seeks to Hire Gary Short as Bankruptcy Attorney FOUR THE BOYS: Seeks to Hire Eugene D. Roth as Counsel GARY'S INDUSTRIAL: Involuntary Chapter 11 Case Summary GATEWAY RADIOLOGY: Hires Beighley Myrick as Special Counsel GENOCEA BIOSCIENCES: All 4 Proposals Approved at Annual Meeting GENOCEA BIOSCIENCES: Registers 11.5 Million Common Shares GREENE AVENUE: Nationstar Mortgage Objects to Disclosure Statement GROM SOCIAL: Amends Charter to Increase Authorized Shares HEARTLAND DENTAL: Moody's Rates $150MM Incremental 1st Lien Loan B2 HELIOS AND MATHESON: Corrects Form 8-K Report on Voting Results INLAND FAMILY: Seeks to Hire Lefoldt & CO as Accountant JAMES MEDICAL: Seeks to Hire Alicia Joy Fletcher as Accountant JP ADVANCED: Plan Outline Hearing Scheduled for Aug. 6 KW1 LLC: Seeks to Hire William R. Stewart as Accountant LEADER INVESTMENT: Case Summary & 5 Unsecured Creditors LEGACY RESERVES: Case Summary & 30 Largest Unsecured Creditors LSB INDUSTRIES: Moody's Rates $35MM Add-on Secured Notes 'Caa1' LUBY'S INC: Roy Camberg is New General Counsel MATAWAN ACQUISITION: Seeks to Hire Eugene D. Roth as Counsel MEDICAL DEPOT: Moody's Lowers CFR to Caa2, Outlook Stable MICHAELS STORES: Moody's Rates $500MM Sr. Unsecured Notes B1 MITE LLC: HBW Properties Objects to Disclosure Statement MITE LLC: Sandy Spring Bank Objects to Disclosure Statement MITE LLC: U.S. Trustee Objects to Disclosure Statement MONITRONICS INTERNATIONAL: Reaches Forbearance Deal with Lenders MUNDO MEDIA: Chapter 15 Case Summary NEXSTAR BROADCASTING: Moody's Affirms B1 CFR, Outlook Stable NORBOND INC: Moody's Rates New $350MM Sec. Notes 'Ba1' NXT ENERGY: Incurs CAD1.8-Mil. Net Loss for Quarter Ended March 31 OBITX INC.: Has $2.1-Mil. Net Loss for Year Ended Jan. 31, 2019 P-D VALMIERA GLASS: Case Summary & 20 Largest Unsecured Creditors PARADOX ENTERPRISES: Hires Kious Rodgers as Counsel PG&E CORP: Akin Gump Represents Unsecured Noteholders PG&E CORP: Diemer, Willkie Farr Represent Subrogation Holders PG&E CORP: Finestone Hayes Represents Aggreko, et al. POWER SOLUTIONS: BDO USA Raises Going Concern Doubt PROFESSIONAL DIVERSITY: 1Q 2019 Results Cast Going Concern Doubt QUANTUM BUSINESS: Has $18,000 Net Loss for Quarter Ended March 31 REGIONAL HEALTH: Cherry Bekaert LLP Raises Going Concern Doubt ROCKY MOUNTAIN: Incurs $1.3M Net Loss for Quarter Ended March 31 RUFF MANAGEMENT: Seeks to Hire Eric A. Liepins as Legal Counsel S&C TEXAS INVESTMENTS: Unsecureds to Get 50% of Net Profit SANDBOX SUITES: Seeks to Hire Jen Lee Law as Legal Counsel SCHROEDER BROTHERS: Trustee Taps Murphy Desmond as Counsel SEED TO SCALE: Lake Haven Objects to Disclosure Statement SIMKAR LLC: Trustee Seeks to Hire Reed Smith as Legal Counsel SINTX TECHNOLOGIES: Incurs $1.6-Mil. Net Loss for March 31 Quarter SIRIUS XM: Moody's Rates Proposed Sr. Unsec. Notes Due 2024 'Ba3' SJKWD LLC: Unsecured Creditors to Get $3,816 Per Month Under Plan SOTHEBY'S: Moody's Puts Ba2 CFR for Downgrade on BidFair Merger SPYBAR MANAGEMENT: Unsecureds to Get Payment Over 60 Months STANDARD RUBBER: Seeks to Hire Parker & Associates as Counsel STEM HOLDINGS: Incurs $2.7-Mil. Net Loss for Quarter Ended Mar. 31 STRAIGHT UP ENTERPRISES: Panel Hires Cooley LLP as Lead Counsel STRAIGHT UP ENTERPRISES: Panel Hires Miller as Michigan Counsel SYNERGY PHARMACEUTICALS: Cole Schotz Seeks Payment of Fees TEO FOODS: Recurring Operating Losses Cast Going Concern Doubt TEXAS SOUTH ENERGY: Needs More Capital to Remain as Going Concern TOGA LTD: Net Losses, Accumulated Deficit Cast Going Concern Doubt TRANSPORTATION AND LOGISTICS: Mgt. Raises Going Concern Doubt TRI-CORE PARTNERS: Seeks to Hire Kelley Fulton as Legal Counsel TRITON INTERNATIONAL: S&P Rates Perpetual Preference Shares 'B+' UNITED CANNABIS: Incurs $1.87-Mil. Net Loss for March 31 Quarter VANGUARD RESOURCES: Plan Confirmation Hearing Set for July 9 VANTAGE TRAILERS: Seeks to Hire John Coggin as Accountant VBI VACCINES: Incurs $14.6-Mil. Net Loss for March 31 Quarter VERITAS FARMS: Incurs $1.8-Mil. Net Loss for Quarter Ended Mar. 31 VIKING CRUISES: S&P Raises ICR to 'B+' on Continued EBITDA Growth VIRGINIA TRUE: Taps Reed Smith as Special Counsel VPR BRANDS: 1Q 2019 Financial Results Cast Going Concern Doubt VTV THERAPEUTICS: Incurs $3.98-Mil. Net Loss for March 31 Quarter WESTERN URANIUM: Needs More Financing to Remain Going Concern WESTINGHOUSE ELECTRIC: Fitch Lowers Ratings on 1st Lien Loans to B+ WHITE EAGLE: 2nd Amended Chapter 11 Plan Deemed Effective WINDTREE THERAPEUTICS: Incurs $6.5M Net Loss for March 31 Quarter XTAL INC: Court Approves Disclosure Statement, Confirms Plan YBCC INC: Net Loss, Accumulated Deficit Cast Going Concern Doubt Z GALLERIE: 34 Stores to Remain Open; Exit Plan Confirmed [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 592 EVP LOMBARD: Hires Mynd Property as Rental Manager ------------------------------------------------------ 592 EVP Lombard LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Mynd Property Management, as rental manager to the Debtor. 592 EVP Lombard requires Mynd Property to assist the Debtor in relation to its property located at 590-594 Lombard Street, San Francisco into three luxury units, for rental, negotiate rental or lease agreements and thereafter administer the lease agreements through the expiration of the lease term, restore the premises and the re-leasing process. Mynd Property will be paid a commission of 8% of rental revenues. Mynd Property will also be reimbursed for reasonable out-of-pocket expenses incurred. Kyle Cortopassi, partner of Mynd Property 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 Debtors and their/its estates. Mynd Property can be reached at: Kyle Cortopassi MYND PROPERTY MANAGEMENT P.O. Box 71006 Oakland, CA 94612 Tel: (510) 306-4440 About 592 EVP Lombard 592 EVP Lombard LLC, a real estate company in Concord, Cal., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-30391) on April 10, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Dennis Montali. AAG FH: Moody's Assigns B2 Corp. Family Rating, Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned ratings to AAG FH LP, consisting of a B2 corporate family rating, B2-PD probability of default rating, and a B3 rating to its proposed senior unsecured notes, with AAG FH FinCo Inc. as a co-issuer. The outlook is stable. This is the first time Moody's has assigned ratings to the company. AAG is in the debt market to raise new $225 million (C$300 million equivalent) senior unsecured notes due in 2024. Net proceeds will be used to repay outstanding borrowings under its existing bank facilities, refinance existing preferred equity interests and to buy out minority investors. Ratings Assigned: Corporate Family Rating, B2 Probability of Default Rating, B2-PD $225 million senior unsecured notes due 2024, B3 (LGD5) Outlook: Assigned as Stable RATINGS RATIONALE AAG's B2 CFR is constrained by: (1) Moody's expectation that leverage (adjusted Debt/EBITDA) will be sustained around 6x in the next 12 to 18 months (pro forma 6.1x for LTM Q1/2019) as free cash flow may be used for acquisitions; (2) execution risks around its car dealership acquisition growth strategy; (3) small revenue size relative to rated US auto retailing peers; and (4) likelihood that slowing macroeconomic conditions could impact new vehicle sales. However, the company benefits from: (1) favorable positions in its chosen markets (Ontario, Alberta, and Oregon); (2) resilient business model, with good contributions from parts and service and finance and insurance segments, which reduce reliance on new vehicle sales; (3) good brand diversity; and (4) EBITDA margin that is stronger than those of higher rated peers. The B3 rating on AAG's $225 million senior unsecured notes due in 2024 is one notch below the B2 CFR primarily because of secured obligations (revolving operating facility, revolving floorplan facilities and wholesale leasing facility) ranking above them in the capital structure. AAG has adequate liquidity. Sources exceed C$165 million while it has about C$8 million of debt repayment in the next four quarters. The company's liquidity consists of C$8 million of cash when the transaction closes, Moody's expected free cash flow around C$30 million through the next four quarters, and about C$130 million of availability under its revolving operating facility, floorplan facilities and wholesale leasing facility. AAG's facilities are subject to financial covenants and Moody's expects cushion of more than 20% through the next four quarters. AAG has limited ability to generate liquidity from asset sales. When the transaction closes, AAG will have a new uncommitted C$7.5 million revolving operating facility, a new revolving floorplan facility that totals C$268 million, a new wholesale leasing facility that totals C$30 million, and existing floorplan facilities provided by Toyota Motor Credit Corporation and Honda Canada Finance Inc., with limits of $44.5 million and C$4 million respectively. All the facilities are due on demand, but as they are all secured with vehicle inventory and as the lenders and OEMs have vested interests in the success of the dealerships, Moody's does not expect a demand payment to be made. The stable outlook reflects Moody's expectation that the company will maintain at least adequate liquidity and will manage its acquisition growth strategy such that leverage will not be sustained above 6x. A rating upgrade could be considered if the company sustains adjusted Debt/EBITDA below 5x (pro forma 6.1x for LTM Q1/2019) and EBIT/Interest above 2.5x (pro forma 2x for LTM Q1/2019). A rating downgrade could occur if the company sustains adjusted Debt/EBITDA towards 7x (pro forma 6.1x for LTM Q1/2019) and EBIT/Interest below 1x (pro forma 2x for LTM Q1/2019). A downgrade could also occur if liquidity worsens, possibly due to negative free cash flow generation on a consistent basis. The principal methodology used in these ratings was Retail Industry published in May 2018. AAG FH LP, headquartered in Toronto, Ontario, Canada, is a privately-owned auto retailer with 22 dealerships across North America. Revenue for the fiscal year ended December 31, 2018, pro forma for full year contribution from acquisitions, was about C$1.2 billion. When the transaction closes, AAG's CEO will hold 100% ownership and voting power of the company. ABC PM 652: Seeks to Hire Financial Relief as Counsel ----------------------------------------------------- ABC PM 652 S Sunset LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Financial Relief Legal Advocates, Inc., as counsel to the Debtor. ABC PM 652 requires Financial Relief to: (a) advise the Debtor with respect to the requirements of the Bankruptcy Court, the Federal Rules of Bankruptcy Procedure, and the Office of the U.S. Trustee; (b) advise the Debtor with respect to its rights under 11 U.S.C. 506; (c) advise the Debtor with respect to the rights and remedies of its bankruptcy estate and the rights, claims, and interests of creditors; (d) advise and consult with any special counsel employed in the representation of Debtor in any adversary proceeding; (e) advise, consult, and represent the Debtor with such legal issues as are necessary concerning the use and disposition of property of the estate including use of cash collateral, defense of motions to lift or modify the automatic stay, the assumption or rejection of unexpired leases and executory contracts, and the negotiation of repayment of tax liabilities; and (f) advise, consult, and procure the approval of a Disclosure Statement and Chapter 11 Plan and thereafter seek confirmation of the Chapter 11 Plan of Reorganization. Financial Relief will be paid at the hourly rate of $350. The Debtor paid Financial Relief a retainer in the amount of $20,000. The amount of $4,620 was expended from the original retainer on a prepetition basis. As of the date of filing of the bankruptcy case, the amount of $10,380 remained in the firm's trust account on a post-petition basis. Financial Relief will also be reimbursed for reasonable out-of-pocket expenses incurred. John H. Bauer, a partner at Financial Relief Legal Advocates, 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. Financial Relief can be reached at: John H. Bauer, Esq. FINANCIAL RELIEF LEGAL ADVOCATES, INC. 56925 Yucca Trail, Suite 512 Yucca Valley, CA 92284 Tel: (714) 319-3446 Fax: (760) 228-0832 About ABC PM 652 S Sunset ABC PM 652 S Sunset LLC is a privately held company that provides property management services. ABC PM 652 S Sunset, based in West Covina, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-16004) on May 22, 2019. In the petition signed by Juana M. Roman, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Barry Russell oversees the case. John H. Bauer, Esq., at Financial Relief Legal Advocates, Inc., serves as bankruptcy counsel to the Debtor. AIRLUX AIRCRAFT: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ---------------------------------------------------------------- Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central District of California entered an Order directing the U.S. Trustee to appoint a Chapter 11 trustee for Airlux Aircraft, Inc. The Order came after the Debtor's Committee of Unsecured Creditors requested the court for the appointment of a Chapter 11 trustee or, in the alternative, conversion of the case to one under Chapter 7. 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. ALLPRO MANUFACTURING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Allpro Manufacturing, Inc. dba Lead Products Company P.O. Box 742626 Houston, TX 77274-2626 Business Description: Allpro Manufacturing dba Lead Products Co manufactures custom lead products including lead roof fishings, fittings, pipe, castings, shieldings, and other specialty products. Chapter 11 Petition Date: June 17, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-33368 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 E-mail: margaret@mmmcclurelaw.com Total Assets: $760,101 Total Liabilities: $1,136,156 The petition was signed by Cary Ostera, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-33368_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-33368.pdf ARADIGM CORPORATION: Hires Sheppard Mullin as Special Counsel ------------------------------------------------------------- Aradigm Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Sheppard Mullin Richter & Hampton LLP, as special patent counsel to the Debtor. Aradigm Corporation requires Sheppard Mullin to advise the Debtor with respect to registration and renewal its trademarks and to maintain the US registrations. Sheppard Mullin will renew the Debtor's four US trademark registrations for a flat fee of $6,000. Sheppard Mullin will also be reimbursed for reasonable out-of-pocket expenses incurred. Harold Milstein, a partner at Sheppard Mullin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Sheppard Mullin can be reached at: Harold Milstein, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP 333 South Hope Street, 43rd Floor Los Angeles, CA 90071 Tel: (213) 620-1780 Fax: (213) 620-1398 About Aradigm Corporation Aradigm Corporation -- http://www.aradigm.com/-- is an emerging specialty pharmaceutical company focused on the development and commercialization of products for the treatment and prevention of severe respiratory diseases. Over the last decade, the company invested a large amount of capital to develop drug delivery technologies, particularly the development of a significant amount of expertise in respiratory (pulmonary) drug delivery as incorporated in its lead product candidate that recently completed two Phase 3 clinical trials, Linhaliq inhaled ciprofloxacin, formerly known as Pulmaquin. The company is headquartered in Hayward, California. Aradigm Corporation sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 19-40363) on Feb. 15, 2019. In the petition signed by John M. Siebert, executive chairman and interim principal executive officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. The case is assigned to Judge William J. Lafferty. Bennett G. Young, Esq. at Jeffer, Mangels, Butler & Mitchell LLP, is the Debtor's counsel. Sheppard Mullin Richter & Hampton LLP, is special patent counsel. EMA Partners, LLC, is the investment banker. ARIZONA AIRCRAFT: Hires Airport Property as Real Estate Broker -------------------------------------------------------------- Arizona Aircraft Painting, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Airport Property Specialists, LLC, as real estate brokers to the Debtor. Arizona Aircraft requires Airport Property to assist in selling the Debtor's interest in real property located at 4911 E. Falcon Drive, Mesa, AZ 85215. Airport Property will be paid a commission of 7% of the sales price. John Meyer, of Airport Property Specialists, 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. Airport Property can be reached at: John Meyer AIRPORT PROPERTY SPECIALISTS, LLC 14821 N 73rd Street Scottsdale, AZ 85260 Tel: (480) 483-1985 Fax: (480) 483-1726 About Arizona Aircraft Painting Arizona Aircraft Painting, LLC, specializes in all aerospace performance coatings, combined with the latest in spray technology. The Company has a fully integrated, pressurized, and automatically climate controlled paint booth, which keeps the temperature and humidity constant for optimal painting conditions. The Company also offers design services, interior refurbishment, vortex generators, aircraft cleaning & detailing services, and window replacement services. Arizona Aircraft Painting operates out of a 10,000 square foot facility in Mesa, Arizona. Arizona Aircraft Painting filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-05477) on May 3, 2019. In the petition signed by Steven Head, member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Daniel P. Collins oversees the case. Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as bankruptcy counsel. ATLANTIC 111ST: Hires Dahiya Law Offices as Counsel --------------------------------------------------- Atlantic 111St LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Dahiya Law Offices LLC as bankruptcy counsel to the Debtor. Dahiya Law Offices will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Dahiya Law Offices will be paid at these hourly rates: Principals $600 Counsels $450 Associates $200 to $350 Paralegals $75 to $125 Dahiya Law Offices will be paid a retainer in the amount of $15,000. Dahiya Law Offices will also be reimbursed for reasonable out-of-pocket expenses incurred. Karamvir Dahiya, a partner at Dahiya Law Offices, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Dahiya Law Offices can be reached at: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES LLC, 75 Maiden Lane, Suite 506 New York, NY 10038 Tel: (212)766-8000 Fax: (212)766-8001 E-mail: karam@bankruptcypundit.com About Atlantic 111St Atlantic 111st LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-42317) on April 18, 2019, estimating under $1 million in both assets and liabilities. The Debtor hired Dahiya Law Offices LLC, as bankruptcy counsel. BAHIA DEL SOL: Seeks to Hire Landrau Rivera & Assoc.as Counsel -------------------------------------------------------------- Bahia Del Sol Hotel Corporation seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Landrau Rivera & Assoc. as counsel to the Debtor. The services to be rendered by the firm are: a. advise the Debtor of its duties, powers and responsibilities in connection with its Chapter 11 case under the laws of the United States and Puerto Rico; b. advise the Debtor whether a reorganization is feasible and, if not, aid the Debtor in the orderly liquidation of its assets; c. represent the Debtor in negotiations with its creditors to formulate a plan of reorganization; d. employ other bankruptcy professionals to assist with the Debtor's financial reorganization; and e. provide other legal services in connection with the Debtor's bankruptcy case. The firm's hourly rates are: Noemi Landrau Rivera $200 Josue A. Landrau Rivera $175 Legal & financial assistants $75 Landrau Rivera & Assoc. will be paid a retainer in the amount of $10,000. Noemi Landrau Rivera, a partner at Landrau Rivera & Assoc., attests that she and her firm are disinterested persons within the definition provided by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Noemi Landrau Rivera, Esq. Landrau Rivera & Associates Carr. 21, Km. 3.2 Bp. Monacillos P.O. Box 270219 San Juan, PR 00927-0219 Tel: (787) 774-0224 Fax: (787) 793-1004 About Bahia Del Sol Hotel Corp Bahia Del Sol Hotel Corporation, filed a Chapter 11 bankruptcy petition (Bankr. D. P.R. Case No. 19-03234) on June 5, 2019, estimating under $1 million in both assets and liabilities. The Debtor tapped Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc., as counsel. BLUE SEA CAFE: Seeks to Hire Morrison Tenenbaum as Counsel ---------------------------------------------------------- Blue Sea Cafe Inc. seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Morrison Tenenbaum PLLC, as counsel to the Debtor. Blue Sea Cafe requires Morrison Tenenbaum to: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the management of its estate; b. assist in any amendments of Schedules and other financial disclosures and in the preparation/review/amendment of a disclosure statement and plan of reorganization; c. negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. prepare on behalf of the Debtor all necessary motions, applications, answers, proposed orders, reports and other papers to be filed by the Debtor in this case; e. appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; and f. perform all other legal services for the Debtor that may be necessary and proper for an effective reorganization. Morrison Tenenbaum will be paid at these hourly rates: Partners $425 to $525 Associates $380 Paraprofessionals $175 On March 25, 2019, Morrison Tenenbaum received $15,000 as an initial retainer fee from the Debtor. Morrison Tenenbaum will also be reimbursed for reasonable out-of-pocket expenses incurred. On April 5, 2019, Morrison Tenenbaum received $5,500 as an initial retainer fee from the Debtor. Lawrence F. Morrison, a partner at Morrison Tenenbaum, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Morrison Tenenbaum can be reached at: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 About Blue Sea Cafe Inc. Blue Sea Cafe Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-42513) on April 26, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC. BRICOR LLC: Seeks to Hire Phillip K. Wallace as Legal Counsel ------------------------------------------------------------- Bricor, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Phillip K. Wallace, PLC as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm charges $250 per hour for the services of its attorney and $70 per hour for paralegal services. Wallace neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Phillip K. Wallace, Esq. 2027 Jefferson Street Mandeville, LA 70448 Telephone: (985) 624-2824 Facsimile: (985) 624-2823 E-mail: Philkwall@aol.com About Bricor LLC Bricor LLC, a trucking company in Belle Chasse, La., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-11469) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Elizabeth W. Magner. Phillip K. Wallace, PLC, is the Debtor's its legal counsel. BRISTOW GROUP: Haynes, Davis Polk Represent Secured Noteholders --------------------------------------------------------------- In the Chapter 11 cases of debtors Bristow Group Inc., et. al., the law firms of Haynes and Boone, LLP and Davis Polk & Wardwell LLP provided notice pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure that they are representing the Secured Noteholder Group formed by holders of 8.75% senior secured notes due 2023 issued by Bristow, which members also provided the secured term loan to the Bristow and Bristow Holdings Company Ltd. III under that certain credit agreement, dated as of May10, 2019. As of May 15, 2019, members of the Secured Noteholder Group and their disclosable economic interests are: (1) BLACKROCK FINANCIAL MANAGEMENT, INC. 40 East 52nd Street New York, NY 10022 * $31,193,000 in aggregate principal amount of Prepetition Secured Notes (2) DW PARTNERS, LP 590 Madison Ave, 13th Floor New York, NY 10022 * $30,698,000 in aggregate principal amount of Prepetition Secured Notes * $7,416,242 in aggregate principal amount of 2019 Term Loan Claims (3) HIGHBRIDGE CAPITAL MANAGEMENT, LLC 40 West 57th Street 32nd Floor New York, NY 10019 * $50,129,000 in aggregate principal amount of Prepetition Secured Notes * $12,110,521 in aggregate principal amount of 2019 Term Loan Claims * $12,500,000 in aggregate principal amount of 4.50% convertible senior notes due 2023 (4) OAK HILL ADVISORS, L.P. 1114 Avenue of the Americas 27th Floor New York, NY 10036 * $156,960,000 in aggregate principal amount of Prepetition Secured Notes * $37,919,516 in aggregate principal amount of 2019 Term Loan Claims (5) WHITEBOX ADVISORS LLC 280 Park Ave Suite 43W New York, NY 10017 * $41,467,000 in aggregate principal amount of Prepetition Secured Notes * $10,017,894 in aggregate principal amount of 2019 Term Loan Claims The Firms can be reached at: HAYNES AND BOONE, LLP Charles Beckham, Esq. Kelli Norfleet, Esq. Martha Wyrick, Esq. 1221 McKinney Street, Suite 2100 Houston, TX 77010 Telephone: (713) 547-2000 Facsimile: (713) 547-2600 E-mail: charles.beckham@haynesboone.com kelli.norfleet@haynesboone.com martha.wyrick@haynesboone.com - and - DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Natasha Tsiouris, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 E-mail: damian.schaible@davispolk.com natasha.tsiouris@davispolk.com A copy of the Rule 2019 filing is available at Pacermonitor.com at http://bankrupt.com/misc/Bristow_Group_109_Rule2019.pdf About Bristow Group Bristow Group Inc. -- http://www.bristowgroup.com/-- provides industrial aviation and charter services to offshore energy companies in Europe, Africa, the Americas, and the Asian Pacific. It also provides search and rescue services for governmental agencies and the oil and gas industry. Headquartered in Houston, Bristow Group employs approximately 3,000 individuals around the world. Bristow Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion in assets and $1.886 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell, Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez & Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. BRITLIND OIL: July 22 Plan Confirmation Hearing ----------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan filed by Britland Oil, LLC, is conditionally approved. July 22, 2019 at 9:30 a .m. is fixed for the hearing on Confirmation of the Plan and Final Approval of the Disclosure Statement in the Court room of the Honorable Stacy G Jernigan, 1100 Commerce Street, 14th Floor, Dallas, Texas. July 15, 2019 is fixed as the last day for filing and serving pursuant to written acceptances or rejections of the Plan. July 15, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Plan or the Disclosure Statement. 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. BROOKLYN BUILDINGS: E. Scantlebury Objects to Disclosure Statement ------------------------------------------------------------------ Erik Scantlebury objects to the Disclosure Statement explaining Brooklyn Buildings LLC's Chapter 11 Plan. Scantlebury complains that the Disclosure Statement fails to provide any -- let alone adequate -- information about the treatment of contract vendees and there is no way to know how contract vendees will be classified or impacted under the Plan. Scantlebury points out that the Debtor takes different positions in the Plan with respect to whether it is a party to pre-petition contracts of sale, such as the contract for 223 Schenectady. Scantlebury also complains that as the Disclosure Statement does not indicate how the Debtor intends to treat contract vendees, such contract vendees do not know how they will be treated under the Plan. According to Scantlebury, the Disclosure Statement provides that the Plan will be funded primarily through an equity contribution of up to $1 million dollars by FIA Foxhill Rd Holdings, LLC, an affiliate of FIA Capital Partners, LLC and "exit" financing of up to $3 million made post-confirmation from GCRE Advisors. However, the Disclosure Statement does not provide any information as to the Debtor's ability or efforts to obtain this financing, leaving creditors in the dark as to how the Debtor will fund the Plan. Attorneys for Erik Scantlebury: Sophia A. Perna-Plank, Esq. Jaspan Schlesinger LLP 300 Garden City Plaza, 5th Floor Garden City, NY 11530 Tel: (516) 746-8000 Fax: (516) 393-8282 About Brooklyn Buildings Brooklyn Buildings LLC is a privately held real estate company. Its principal place of business is located at 1600 Bergen Street Brooklyn, New York. Brooklyn Buildings filed for bankruptcy protection (Bankr. E.D.N.Y., Case No. 18-43971) on July 11, 2018. In the petition signed by Yehoshua Allswang, managing member, the Debtor estimated assets of $10 million to $50 million and estimated liabilities of $1 million to $10 million. Judge Carla Craig oversees the case. Kirby Aisner & Curley LLP represents the Debtor. BUILTRITE BUILDERS: Seeks to Hire Mulliken as Special Counsel ------------------------------------------------------------- Builtrite Builders LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Mulliken Weiner Berg & Jolivet P.C. as its special counsel. The firm will represent the Debtor in mediation and arbitration proceedings against its clients who have defaulted on their payments under their construction contracts. Trevor Young, Esq., a partner at Mulliken and the attorney expected to represent the Debtor, will charge an hourly fee of $350. Other attorneys who may provide services bill at the rate of $275 to $200 per hour. Paralegals and law clerks bill at the rate of $125 to $75 per hour. The Debtor has agreed to provide the firm with a retainer in the amount of $10,000. Mr. Young disclosed in court filings that his firm neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate. Mulliken can be reached through: Trevor J. Young, Esq. Mulliken Weiner Berg & Jolivet P.C. 102 South Tejon Street, Suite 900 Colorado Springs, CO 80903 Phone: 719-635-8750 Fax: 719-635-8706 About Builtrite Builders Builtrite Builders, LLC, builds homes under fixed price contracts in much of Colorado's Front Range Urban Corridor. It conducts business under the names Copperleaf Homes and Copperleaf Custom Homes. Builtrite Builders filed a Chapter 11 petition (Bankr. D. Colo. Case No. 19-10938) on Feb. 11, 2019. In the petition signed by Steve Neary, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Joseph G. Rosania Jr. oversees the case. Wadsworth Warner Conrardy, P.C., is the Debtor's bankruptcy counsel. CAMBRIAN HOLDING: Owes $300 Million, to Sell Assets in Chapter 11 ----------------------------------------------------------------- Cambrian Holding Company, Inc., a producer of metallurgical coal and thermal coal for utility providers in the Eastern U.S. and Canada, has sought Chapter 11 protection to sell substantially all assets. Cambrian Holding, 100% owned by President J. Mark Campbell, owes lenders $300 million, including $126 million of secured debt. It has 662 employees. The Debtors' core business is producing and processing metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The Debtors began in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations, including Marshall Resources, Arch Coal, and TECO. The Debtors mine, ship, and market coal from underground and surface mines located in Kentucky and Virginia. Presently, the Debtors operate at three primary mining facilities in Kentucky and Virginia: (i) Perry County Coal, located near Hazard, Kentucky; (ii) Premier Elkhorn Coal LLC, located near Dorton, Kentucky; and (iii) Clintwood Elkhorn Mining LLC, located in eastern Kentucky and western Virginia (collectively, the "Cambrian Facilities"). $300 Million in Debt The Debtors have approximately $300 million of liabilities, of which approximately $126 million is secured debt owed to the ABL Revolver Lenders and the Term Loan Lenders. Deutsche Bank AG New York Branch serves as administrative agent and collateral agent (the "ABL Revolver Agent") for the ABL Revolver; and the ABL Revolver lenders are the ABL Revolver Agent, in its capacity as a lender, and Richmond Hill Investment Co., L.P. (collectively, the "ABL Revolver Lenders"). Deutsche Bank Trust Company Americas serves as administrative agent and collateral agent (the "Term Loan Agent") for the Term Loan and the Term Loan lenders are Deutsche Bank AG, London Branch, Tennenbaum Opportunities Partners V, LP and Tennenbaum Opportunities Fund VI, LLC (collectively, the "Term Loan Lenders"). TECO Acquisition The Company acquired TECO Coal LLC and its coal operations in 2015. Pursuant to the acquisition, the Debtors acquired Perry County Coal, Premier Elkhorn, and Clintwood Elkhorn. The TECO Acquisition required the Debtors to cash collateralize bonding obligations in excess of $40,000,000 for workers' compensation and black lung liabilities that TECO had previously self-insured (an option not available to the Debtors) and obligated the Debtors to pay, upon certain specified conditions and contingencies, up to $60,000,000 to TECO over four years. J. Mark Campbell explains that in connection with the TECO Acquisition, the Debtors undertook a significant capital raising effort to place cash back on the Debtors' balance sheet to provide liquidity. The Debtors' attempts to raise liquidity were hampered by a significant downturn in the market as a result of various factors. While the TECO Acquisition effectively doubled the size of the Debtors, due to the inability of the Debtors to increase their liquidity, the Debtors were unable to meet working capital requirements which led to liquidity challenges. The North American coal industry is intensely competitive and over the past several years, market forces in the industry have affected a number of coal companies, many of which have filed for chapter 11. While the metallurgical coal market has been favorable over the past 24 months, general distress affecting the domestic U.S. thermal coal industry has produced a sustained low-price environment. In addition, coal mining requires a high level of capital expenditure to sustain production and to maintain safety requirements. Although Cambrian previously targeted a total of 4.2 million tons in production in 2018, lack of capital caused actual production to be only 2.8 million tons. This diminished production and sales volume has severely limited the Debtors' liquidity and has exacerbated production issues in 2019 and prevented the Company from implementing planned capital improvements. With production and related costs significantly higher than expected and thermal coal prices significantly lower than expected, the Debtors experienced significant decreases in cash flow over several years. The liquidity crunch triggered financial covenant and other defaults under the ABL Revolver and the Term Loan and the Debtors' inability to service the ABL Revolver and the Term Loan. While the Debtors' revenues increased after the TECO Acquisition, from $131,722,798 in 2015 to $272,302,958 in 2017, revenues decreased in 2018 to $228,470,375. The Debtors have recorded net losses for 2015, 2016, 2017, and 2018. Efforts to Restructure According to Mr. Campbell, after the TECO Acquisition, the Debtors undertook various efforts to return to a positive cashflow, including: (i) to the extent possible and economically feasible, engaging in optimal downsizing strategies, such as (x) idling or closing certain mining operations and extending the life of service equipment and (y) reducing the Debtors' labor costs, including a limited number of layoffs and wage decreases; (ii) entering into the ABL Forbearance Agreements and the Term Loan Forbearance Agreements with the ABL Revolver Lenders and the Term Loan Lenders, respectively, to allow the Debtors to sell their assets as a going concern, locate replacement or mezzanine financing, raise capital, or engage in another financially-viable transaction; and (iii) retaining Jefferies LLC to assist the Debtors with potential capital raising and M&A opportunities. Between 2015 and the Petition Date, the Debtors idled their operations at the E41 Mine at Perry Coal and several surface mines and deep mining complexes at both Premier Elkhorn and Clintwood Elkhorn. The idling and closing of these operations resulted in cost savings but, unfortunately, the operations continued to generate losses due to ongoing reclamation and other maintenance costs. The Debtors' idled or closed mining complexes were not profitable and had no reasonable prospect of becoming profitable. The Debtors also negotiated with the ABL Revolver Lenders and the Term Loan Lenders to obtain a standstill on servicing the ABL Revolver and the Term Loan pursuant to the terms of the ABL Forbearance Agreements and the Term Loan Forbearance Agreements, respectively, throughout 2016 and 2017. Notwithstanding these efforts, the Debtors have been unable to overcome the pressures placed on their profit margins from steadily declining coal prices (along with burdensome regulations and the accompanying decline in demand for coal), all of which have contributed to the Debtors' substantial negative cashflow and inability to consummate a value enhancing transaction. Furthermore, on April 26, 2019, the Term Loan Agent obtained a restraining order from the Lawrence Circuit Court in civil action No. 19-CI-00004, Deutsche Bank Trust Company v. R&J Development, et al, against non-Debtors Beech Fork Processing, LLC, Eagle Coal Company, LLC and Southeastern Land, LLC and Debtors Cambrian Coal and Shelby Resources and their respective subsidiaries. The restraining order prohibited these companies from making use of the collateral in which the Term Loan Lenders asserted a first priority lien, effectively prohibiting the Debtors from operating. The restraining order was converted to a temporary injunction by order entered by the Court on May 9, 2019, and the Court permitted the filing of an amended complaint adding the subsidiaries of the original defendants and certain other affiliates to the civil action. On May 24, 2019, the Court granted the Term Loan Agent's motion for a Writ of Possession as to a subset of the collateral, primarily consisting of light duty trucks and other vehicles. Each of the defendants, other than non-Debtors Triple A Resources, Inc. and R & J Development Company, filed a motion to dismiss the Amended Complaint. The Debtor defendants subsequently withdrew their motion. In early June 2019, with cash at a minimum and no further opportunities to enhance liquidity, Richmond Hill Capital Partners, LP agreed to provide emergency financing to fund professional fees and working capital needs necessary to enable the Debtors to prepare for an orderly chapter 11 filing. Accordingly, in early June 2019, the Company entered into the "Fifth Amendment Loan" to permit the funding of $500,000 which was funded to the Debtors on June 7, 2019. After an extensive and deliberate process, the Debtors have determined in their business judgment that the commencement of chapter 11 cases is the best course to preserve and maximize liquidity and value for their stakeholders. The Debtors believe that the relief provided by chapter 11 will enable them to commence an expeditious sale and marketing process for substantially all of the Debtors' assets. To that end, the Debtors anticipate filing a motion to establish bidding and sale procedures for substantially all of the Debtors' assets shortly after the Petition Date, providing value for their stakeholders. First Day Motions Concurrently with the filing of the Chapter 11 Cases, the Debtors filed the First Day Motions requesting various forms of relief. Generally, the First Day Motions have been designated to meet the goals of: (a) preserving and protecting the Debtors' chapter 11 estates, including by paying certain claims of employees, essential suppliers, lienholders and vendors; (b) obtaining necessary debtor in possession financing to provide the Debtors' estates with sufficient liquidity to operate; and (c) establishing procedures for the smooth and efficient functioning of the Debtors' estates. About Cambrian Holding Belcher, Kentucky-based Cambrian Holding Company and its subsidiaries produce and process metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The Company began operations in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations. Cambrian Holding Company and 18 of its affiliates each filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. The Debtors tapped FROST BROWN TODD LLC as counsel; WHITEFORD, TAYLOR & PRESTON LLP as litigation counsel; JEFFERIES LLC as investment banker' and FTI CONSULTING, INC., as financial advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims and noticing agent. CARROLL REALTY: Hires The Gardner Law Firm as Counsel ----------------------------------------------------- Carroll Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ The Gardner Law Firm, P.C., as counsel to the Debtor. Carroll Realty requires The Gardner Law Firm to: a. prepare any necessary schedules, applications, motions, memoranda, briefs, notices, answers, orders, objections, reports and other legal papers, and appear on the Debtor's behalf in any proceeding; b. handle any contested matters and adversary proceedings as they arise; c. prepare federal and state income tax returns for the Debtor, as well as, state personal property returns and annual reports, plus review financial records; and d. perform other legal services for the Debtor, which may be necessary or desirable in connection with the above- captioned matter. The Gardner Law Firm will be paid at the hourly rate of $250-$275. The Gardner Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bruce E. Gardner, partner of The Gardner Law Firm, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Gardner Law Firm can be reached at: Bruce E. Gardner, Esq. THE GARDNER LAW FIRM, P.C. 1101 Pennsylvania Ave. NW, Suite 300 Washington, D.C. 20004 Tel: (202) 271—0552 Fax: (301) 249-6234 E-mail: beegard@gmail.com About Carroll Realty Carroll Realty, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 19-16304) on May 9, 2019, disclosing under $1 million in both assets and liabilities. The Debtor hired The Gardner Law Firm, P.C., as bankruptcy counsel, and Donna MP Wilson, LLC, as special counsel. CEDAR FAIR: Moody's Rates Proposed Sr. Unsec. Notes B1 ------------------------------------------------------ Moody's Investors Service assigned Cedar Fair, L.P.'s proposed senior unsecured note a B1 rating. The Ba3 Corporate Family Rating, Ba1 senior secured credit facility, and B1 Senior Unsecured rating for the existing notes were all affirmed. The outlook remains stable. The net proceeds of the $500 million senior note are expected to fund the acquisition of two Schlitterbahn water parks for approximately $261 million, finance the purchase of the land at the Great America amusement park in California for $150 million, and repay a portion of the outstanding revolver balance. The transaction is expected to increase pro forma leverage to 4.6x from 4x as of Q1 2019. While the acquisition of the land in Santa Clara underneath the Great America park is a positive and results in Cedar Fair owning the land under all of its amusement parks, it does contribute to higher leverage levels. The Schlitterbahn acquisition increases the geographic diversity of its parks, but occurred at a high multiple and will require some additional capital expenditures in the near term. The revolver is typically drawn in advance of the beginning of the operating season and then repaid from cash flow during the summer operating season, so the repayment of the revolver with long term debt further increases Moody's projected year end debt balance. Moody's downgrade of the Speculative Grade Liquidity Rating to SGL-3 from SGL-2 reflects the continuing negative free cash flow after distributions and capex which increases the prospects of higher debt levels going forward. A summary of Moody's actions are as follows: Assignments: Issuer: Cedar Fair, L.P. Gtd Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) Affirmations: Issuer: Canada's Wonderland Company Senior Secured Revolving Credit Facility, Affirmed Ba1 (LGD2) Issuer: Cedar Fair, L.P. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Secured Term Loan B, Affirmed Ba1 (LGD2) Senior Secured Revolving Credit Facility, Affirmed Ba1 (LGD2) Gtd Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Downgrades: Issuer: Cedar Fair, L.P. Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook Actions: Issuer: Canada's Wonderland Company Outlook, Remains Stable Issuer: Cedar Fair, L.P. Outlook, Remains Stable RATINGS RATIONALE Cedar Fair's Ba3 CFR reflects its portfolio of regional amusement parks and good EBITDA margins. The parks have substantial attendance (25.9 million in 2018) and are supported by experienced park management teams with high entry barriers. Sizable reinvestment is necessary to maintain a competitive service offering as attendance is exposed to competition from an increasingly wide variety of other leisure and entertainment activities as well as cyclical discretionary consumer spending. Results are also highly seasonal and sensitive to weather conditions. Pro forma debt-to-EBITDA leverage of 4.6x as of Q1 2019 (including Moody's standard adjustments) is relatively high, and an increase in leverage from the 3.5x range that Cedar Fair maintained over the past several years. Distributions to unit holders under the MLP structure (the annual per unit distribution was increased to $3.70 from $3.56 in Q4 2018) are substantial and led to slightly negative free cash flow during the last two years which is projected to continue in 2019. The stable rating outlook incorporates Moody's expectation of low to mid-single digit revenue and EBITDA growth if weather conditions are favorable that should lead to a modest reduction in leverage aided by the repayment of the remaining revolver balance. However, weaker than expected performance during the current operating season or higher levels of negative free cash flow have the potential to lead to a negative rating action. Cedar Fair's SGL-3 speculative-grade liquidity rating reflects its adequate liquidity position over the next 12 months supported by covenant headroom, a $275 million revolver due April 2022 that is projected to have approximately $42 million drawn pro forma for the transaction ($15 million of L/C's outstanding) and a cash balance of $60 million as of Q1 2019. Free cash flow (FCF) after distributions was negative $54 million in the LTM ending Q1 2019 in addition to being negative in FY 2018 and 2017. Moody's projects FCF will be negative in 2019 after $170 to $180 million of capital expenditures and approximately $209 million in distributions. The pro forma EBITDA to interest coverage ratio is 4.1x as Q1 2019 and expected to improve slightly in 2019. Cedar Fair is reliant on its $275 million revolver for seasonal borrowings. The maximum amount drawn on the revolver was $60 million in 2018, down from $110 million in 2017 and $101 million in 2016. Moody's projects Cedar Fair will maintain over $150 million of unused capacity under its revolvers during the peak seasonal cash usage period in April and May. The maximum debt to EBITDA covenant is 5.5x for the life of the loan and Moody's expects Cedar Fair will maintain an EBITDA cushion of around 20% based on its revenue/EBITDA growth assumptions. The revolver is not subject to a clean down provision. Moody's anticipates Cedar Fair would reduce its distribution levels or cut growth capex in a dire scenario which would provide additional liquidity. The $450 million senior unsecured note due 2024 becomes callable in June 2019 at 102.688. The MLP structure and likelihood that management will direct excess cash to unit holders over time constrains the ratings. A debt-to-EBITDA ratio below 3.5x on a sustained basis could lead to an upgrade if the board of directors demonstrated a commitment to maintaining leverage below that level. An EBITDA to interest ratio above 4.5x would also be required for an upgrade as would a sustained positive free cash flow to debt ratio after distributions of over 5% with a good liquidity position. Weak operating performance, debt funded equity repurchases, distributions or acquisitions that led to leverage sustained above 4.5x would put negative pressure on the ratings. An EBITDA to interest ratio below 3x, continued negative free cash flow that led to a deterioration in its liquidity position, or failure to maintain a sufficient EBITDA cushion under financial covenants could also lead to a negative rating action. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Cedar Fair, L.P., headquartered in Sandusky, Ohio, is a publicly traded Delaware master limited partnership (MLP) formed in 1987 that owns and operates eleven amusement parks, two outdoor water parks, one indoor water park, and four hotels in the U.S. and Canada. Properties include Cedar Point (OH), Knott's Berry Farm (CA), Kings Island (OH), and Canada's Wonderland (Toronto). In June 2006, Cedar Fair acquired Paramount Parks, Inc. from CBS Corporation for a purchase price of $1.24 billion. In June 2019, Cedar Fair entered into an agreement to buy two Schlitterbahn water parks for approximately $261 million. Revenue for the LTM ending Q1 2019 was approximately $1.4 billion. CELLA III: Seeks to Hire Congeni Law Firm as Counsel ---------------------------------------------------- Cella III, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Congeni Law Firm, LLC, as counsel to the Debtor. Cella III requires Congeni Law Firm to: a. advise and consult with the Debtor concerning question arising in the conduct of the administration of the estate, concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, priority and unsecured creditors and other parties in interest; b. appear for, prosecute, defend and represent the Debtor's interests in suits arising in or related to the case; c. investigate and prosecute preference and other actions arising under the Debtor in Possession's avoiding powers; d. assist in the preparation of such pleadings, motions, notices and orders as are required for the orderly administration of the case; and e. consult with and advise the Debtor in connection with the operation of its business. Congeni Law Firm will be paid at these hourly rates: Attorneys $285 Paralegals $85 Congeni Law Firm will be paid a retainer in the amount of $25,000. Congeni Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leo D. Congeni, a partner at Congeni Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Congeni Law can be reached at: Leo D. Congeni, Esq. CONGENI LAW FIRM, LLC 424 Gravier Street New Orleans, LA 70130 Tel: (504) 522-4848 Fax: (504) 581-4962 E-mail: leo@congenilawfirm.com About Cella III, LLC Cella III, LLC, based in Metairie, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In the petition signed by George A. Cella, III, member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown oversees the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as bankruptcy counsel to the Debtor. CLEAN HARBORS: Moody's Rates Proposed Sr. Unsec. Note Ba3 --------------------------------------------------------- Moody's Investors Service assigned a Ba3 to Clean Harbors, Inc.'s proposed senior unsecured note issuance. All other ratings remain unchanged, including the Ba2 Corporate Family Rating. Proceeds from this issuance, along with borrowings under an unrated asset-based lending (ABL) facility, are expected to pay off existing debt via a concurrent tender offer on the 5.125% notes maturing in 2021 in a largely debt-neutral transaction. RATINGS RATIONALE Clean Harbors' ratings, including the Ba2 CFR, reflect Moody's expectation for the company to maintain a leading position across a number of North American hazardous waste end markets. The ratings benefit from the company's unique collection of high-value assets that generate a fairly stable recurring revenue stream in several of its operating sub-segments - Technical Services and Safety-Kleen - and the formidable barriers to entry that it enjoys in these specialty sectors of the waste industry. Clean Harbors is exposed to the energy markets, both direct and indirect, and the volatility in its Industrial and Field Services segment which has experienced wide swings in results over the past five years. EBIT-to-interest coverage (2x range) is modest for the rating but expected to improve over the next couple of years. Moody's expects Clean Harbors to maintain a good liquidity profile, as reflected by the SGL-2 rating. In conjunction with an improving earnings profile, annual free cash flow should exceed $200 million by the end of 2020 along with Moody's expectations for the company to maintain a cash position in the $250 million - $300 million range over the long term. At Q1 2019, the company had approximately $210 million of availability under its ABL facility after deducting outstanding letters of credit -- there were no borrowings outstanding. With this proposed refinancing, the nearest sizable debt maturity is now the term loan, approximately $740 million outstanding, maturing in June 2024. The senior unsecured rating, at one notch below the CFR, reflects the subordinated position in the capital structure relative to the secured ABL and term loan. The stable outlook reflects Moody's expectation that even with 2% - 4% annual growth rates in key end markets, the company's collection of assets are well-positioned to generate stronger results through 2020. A more favorable product mix in Industrial and Field Services, improved pricing and steady activity/growth in several industrial end markets, including the domestic chemical sector, should drive more high-value waste streams through the company's disposal facilities. Moody's took the following rating actions on Clean Harbors, Inc.: - Senior Unsecured Notes, Assigned at Ba3 (LGD5) Continued stability and modest growth in key industrial sectors - chemical, manufacturing and energy - such that asset utilization rates increase and landfill tonnage trends higher could lead to an upgrade. Margin improvement (EBIT margin trending towards 10%), free cash flow-to-debt in the 10% range or debt-to-EBITDA in the 3x-or-below range for an extended period could also result in positive rating action. EBIT-to-interest nearing 3x and reduced vulnerability to oil prices would also be viewed favorably. The ratings could be downgraded with a decline in base business revenues and earnings, or a materially lower incinerator utilization rate (currently in the high-80% range) could result in a downgrade. Additionally, deterioration of the liquidity profile, overly aggressive shareholder-friendly initiatives or debt-financed acquisitions. On a metrics basis, free cash flow-to-debt falling below the mid-single digits, debt-to-EBITDA exceeding 4x or EBIT-to-interest weakening could result in downward rating pressure. Clean Harbors, Inc. provides environmental, energy and industrial services throughout North America with services ranging from the collection, packaging, transportation, recycling, treatment and disposal of hazardous and non-hazardous waste; emergency spill response; cleaning/remediation activities and oil re-refining. The company reported revenues of $3.3 billion for the latest twelve months ended March 31, 2019. CLINTON NURSERIES: Unsecureds to Receive 40%-50% Over 10 Years -------------------------------------------------------------- Clinton Nurseries, Inc., and its affiliates filed a disclosure statement relating to their joint plan of reorganization dated June 7, 2019. The Plan is the product of extensive work and analysis by the Debtors and of negotiation with the Debtors' creditors. The Plan is a reorganizing plan that contemplates the financial rehabilitation of the Debtors and the continuation of their businesses. The primary purposes of the Plan are to ensure that the Debtors' stable cash flow can service their senior long-term debt and to compromise the Debtors' obligations to, among others, holders of Allowed Unsecured Claims. The restructuring proposed in the Plan will enable the Debtors to exit Chapter 11, service their debts, and continue their existing operations. The Debtors will retain their assets and operate their businesses after confirmation of the Plan. The Debtors estimate that holders of Allowed Unsecured Claims will receive between 40% and 50% on their Claims over a period of ten years, not taking into account recoveries on Avoidance Actions and not discounting for the time value of money. All Cash necessary for the Reorganized Debtors to make payments required pursuant to the Plan will be obtained from the Reorganized Debtors' Cash balances, including Cash from operations, from financing or other capital investment to be obtained by the Debtors, and from net proceeds from the sale of any assets of the Reorganized Debtors. A copy of the Disclosure Statement is available at https://tinyurl.com/y6qufae4 from Pacermonitor.com at no charge. About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David Richards, president, signed the petition. The cases are jointly administered under Case No. 17-31897. At the time of filing, Clinton Nurseries estimated its assets and liabilities at $10 million to $50 million. Judge James J. Tancredi oversees the cases. Zeisler & Zeisler, P.C. is the Debtors' legal counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee tapped Green & Sklarz LLC as its legal counsel. COGENT COMMUNICATIONS: Moody's Rates EUR135MM Sr. Unsec. B3 ----------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Cogent Communications Group, Inc.'s announced EUR135 million senior unsecured notes due 2024. This euro-denominated debt helps optimize Cogent's capital structure given the company's profitable and significant operations in Europe. The net proceeds from this offering will be used for general corporate purposes and/or to repurchase Cogent's common stock or to pay special or recurring dividends to its stockholders. Assignments: Issuer: Cogent Communications Group, Inc. Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) RATINGS RATIONALE Pro forma for the transaction, Moody's expects leverage (including Moody's adjustments) for the latest 12 months ending March 31, 2019 to be about 5.0x. Moody's expects leverage to fall towards 4.5x by year end 2020 supported by continued strong revenue growth and margin expansion. Cogent has a simple strategy that focuses primarily on selling high speed internet access to on-net customers, typically by leasing dark fiber between its network and its customers' locations, with limited pursuit of off-net solutions for specific customer needs. Cogent's focus on internet service allows for a streamlined cost structure and uniform network architecture. Technology trends continue to be favorably aligned with Cogent's architecture, as enterprise and net-centric customers' networking and transit needs still remain heavily reliant upon dedicated internet access. Older, complex network IT architectures face obsolescence risks in favor of low cost IP networks. This trend benefits Cogent and will continue to support its growth. The stable outlook is based on Moody's view that while Cogent's earnings and cash flow will continue to grow, equity stakeholder returns -- in the form of dividends and share buybacks -- will increase in tandem. Moody's expects the company will maintain sufficient liquidity and that debt leverage levels (Moody's adjusted) will remain in a 4x -5x range. Despite the current competitive advantages of Cogent's low cost structure and niche sales approach, the company's aggressive equity stakeholder return policy will prevent the company from generating meaningful positive free cash flow for the near future. Moody's could upgrade Cogent's ratings if leverage is sustained below 4x (Moody's adjusted) and free cash flow is positive. Moody's could downgrade Cogent's ratings if leverage is sustained above 5x (Moody's adjusted). CONSUMER ADVOCACY: DOJ Watchdog Seeks Ch. 11 Trustee, Examiner -------------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, asked the U.S. Bankruptcy Court for the Southern District of Florida to direct the appointment of a Chapter 11 trustee for Consumer Advocacy Center, Inc., or alternatively, direct the appointment of a Chapter 11 examiner. The U.S. Trustee believes that there is sufficient cause for the appointment of a Chapter 11 trustee based on the significant uncertainty surrounding the feasibility, legally and financially, of the post-petition operations of the Debtor and/or Premier Student Loans Inc., and substantial concerns regarding the ability of existing management to manage the Debtor's business affairs and carry out their fiduciary duties. Further, the U.S. Trustee believes that even if the Court does not find sufficient cause to appoint a Chapter 11 trustee, the U.S. Trustee submits that a Chapter 11 examiner should be appointed to answer crucial questions concerning the continued viability of the bankruptcy case. About Consumer Advocacy Center Inc. Consumer Advocacy Center, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10655) on Jan. 16, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge John K. Olson. Behar, Gutt & Glazer, P.A. is the Debtor's legal counsel. CREDIT MANAGEMENT: Settles Dispute with PBGC in New Plan -------------------------------------------------------- Credit Management Association, Inc., filed a First Amended Chapter 11 Plan of Reorganization and an accompanying First Amended Disclosure Statement to disclose additional information relating to the treatment and classification of the claims filed by the Pension Benefit Guaranty Corporation. The PBGC has asserted that the Debtor remains liable to the PBGC for termination premiums at the rate of $1,250 per Pension Plan participant per year for three years under 29 U.S.C. Section 1306(a)(7). The Debtor and PBGC have entered into negotiations, which culminated in an agreement, conditioned upon approval of the Plan, for the Debtor to pay $112,500 (which has been reserved from the sale of the Real Property) to satisfy the Termination Premiums liability by making a one-time payment to the PBGC in that amount, to be paid within 30 days following the Effective Date. Class 3 Claims Related to the Pension Plan. The Debtor is the contributing sponsor of the Retirement Plan for Employees of Credit Managers Association of California. PBGC guarantees the payment of certain pension benefits upon termination of a pension plan covered by Title IV. When an underfunded pension plan terminates with insufficient assets to pay benefits, PBGC generally becomes the statutory trustee of the plan and pays benefits to the plan’s participants, up to statutory limits. Class 3A. Class 3A consists of holders of Pension Plan benefits. Because the Pension Plan has terminated and PBGC is the Pension Plan’s statutory trustee pursuant to ERISA, PBGC will pay to employees who participate in the Pension Plan. The Debtor has no liability to pay to Participants their benefits under the Pension Plan. Class 3B. The agreed upon unsecured claim of the PBGC in the amount of $2,959,837.18, to be paid pro rata with Class 5 Unsecured Claims to the extent of available funds for payment of such creditors. The Debtor plans to continue to operate its business under current management. Senior management will continue to receive salary and benefits consistent with pre-petition policies. The Debtor will continue its cost-cutting efforts. A full-text copy of the First Amended Disclosure Statement dated May 30, 2019, is available at https://tinyurl.com/yxbs8qez from PacerMonitor.com at no charge. A redlined version of the First Amended Disclosure Statement dated May 30, 2019, is available at https://tinyurl.com/yybytaps from PacerMonitor.com at no charge. Counsel for the Debtor is Candace C. Carlyon, Esq., and Tracy M. O'Steen, Esq., at Clark Hill PLLC, in Las Vegas, Nevada. About Credit Management Association Credit Management Association, Inc. -- http://creditmanagementassociation.org/-- is a non-profit association that has served business-to-business companies since 1883. CMA helps credit, collection, and financial decision-makers get the information and support they need to make fast, accurate credit decisions. In addition, CMA assists insolvent companies with workouts or liquidation through cost effective alternatives to bankruptcy. CMA has 800 members who pay a $495 annual fee for full membership or a $265 annual fee for an associate membership. CMA is headquartered in Las Vegas, Nevada. Credit Management Association, based in North Las Vegas, Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-16487) on Oct. 31, 2018. In the petition signed by Kimberly Lamberty, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Mike K. Nakagawa oversees the case. The Debtor hired Clark Hill, PLLC, as reorganization counsel. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. DITECH HOLDING: Consumer Committee Hires TRS Advisors ----------------------------------------------------- The Official Committee for Consumer Creditors of Ditech Holding Corporation, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain TRS Advisors LLC, as financial advisor to the Consumer Creditor's Committee. The Consumer Creditor's Committee requires TRS Advisors to: (a) evaluate the Debtors' marketing and sale process and review materials related to the proposed sale of assets of the Debtors; (b) assist the Consumer Creditors' Committee and its other professionals in negotiations with other parties in connection with proposed sale of the Debtors' assets and reorganization of the Debtors' business; (c) evaluate the Debtors' financial analysis in connection with proposed sale of the Debtors' assets and reorganization transaction of the Debtors' business and assist the Consumer Creditors' Committee and its other professionals in connection with same; (d) evaluate and analyze consumer creditor claims against the Debtors and assist the Consumer Creditors' Committee and its other professionals in analyzing their effect on the proposed sale of the Debtors' assets and reorganization transaction of the Debtors' business; (e) evaluate the assets and liabilities of the Debtors; (f) assist the Consumer Creditors' Committee and its other professionals in reviewing the terms of any proposed sale of the Debtors' assets, in responding thereto and, if directed, in evaluating alternative proposals for a sale of the Debtors' assets or a reorganization of the Debtors' business; (g) if requested by the Consumer Creditors' Committee, participate in depositions and hearings in the Debtors' Chapter 11 Cases, and provide relevant testimony with respect to the matters described in the Engagement Letter; and (h) render such other financial advisory and investment banking services as may be agreed upon by TRS Advisors and the Unsecured Creditors' Committee. TRS Advisors will be paid as follows: (a) Initial Flat Fee. A $200,000 flat fee through June 20, 2019 (the "Flat Fee"), which shall be payable upon approval of this Application by the Bankruptcy Court. The Flat Fee shall be earned upon TRS Advisors' receipt thereof in consideration of TRS Advisors accepting the engagement and performing services as in the Engagement Letter. (b) Monthly Fee. In the event (i) the confirmation hearing in the Chapter 11 Cases (the "Confirmation Hearing") is delayed beyond June 20, 2019 and (ii) the Consumer Creditors' Committee requests that TRS Advisors continues to perform services, TRS Advisors shall receive an advisory fee (the "Monthly Fee") of $125,000 per month in cash. The Monthly Fee shall be pro-rated from June 20, 2019 until the date of the Confirmation Hearing and shall be payable upon approval of this Application by the Bankruptcy Court (if not approved prior to such date) and shall be in respect of the period from June 20, 2019 through the month in which payment is made. Each Monthly Fee shall be earned upon TRS Advisors' receipt thereof in consideration of TRS Advisors accepting the ongoing engagement and performing services as described in the Engagement Letter. (c) Transaction Fee. Given the unique circumstances of the engagement, the Chapter 11 Cases and the committee being represented, a transaction fee has been waived by TRS Advisors. (d) Expert Fee. If requested by the Consumer Creditors' Committee to prepare to testify at deposition or trial or to prepare any expert report in connection therewith, a fee (the "Expert Fee") shall be negotiated by TRS Advisors and the Consumer Creditors' Committee in good faith at the time of such request. (e) To the extent that the Consumer Creditors' Committee requests that TRS Advisors perform additional services not contemplated by the Engagement Letter, such additional fees as shall be mutually agreed upon by TRS Advisors and the Consumer Creditors' Committee, in writing, in advance. Todd R. Snyder, senior managing director of TRS Advisors, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (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. TRS Advisors can be reached at: Todd R. Snyder TRS ADVISORS LLC 570 Lexington Avenue, 22nd Floor New York, NY 10022 Tel: (212) 205-1450 About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DITECH HOLDING: Consumer Creditor's Committee Hires Counsel ----------------------------------------------------------- The Official Committee for Consumer Creditors of Ditech Holding Corporation, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Quinn Emanuel Urquhart & Sullivan, LLP, as counsel to the Consumer Creditor's Committee. The Consumer Creditor's Committee requires Quinn Emanuel to: (a) analyze the effect of the Amended Joint Chapter 11 Plan of Ditech Holding Corporation and its Affiliated Debtors and any proposed sale transactions on the consumer borrowers; (b) preserve the claims and defenses of consumer borrowers and ensuring that those claims and defenses survive post- bankruptcy; (c) examine the ordinary course of business orders entered by the Bankruptcy Court; (d) any additional matters that the Consumer Creditors' Committee specifically instructs Quinn Emanuel to handle in order to protect the rights of consumer creditors, which, to the extent practicable, will be disclosed to the Court. Quinn Emanuel will be paid at these hourly rates: Partners $950 to $1,550 Associates $595 to $900 Paralegals $330 to $390 Quinn Emanuel will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Quinn Emanuel will follow the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York (the "S.D.N.Y. Guidelines"). Quinn Emanuel has reduced its Standard photocopy charge from $0.24 per page to the lesser of $0.10 per page or cost. Where possible, all other expenses (e.g., legal research charges, outside photocopying, long distance telephone charges, reimbursement for travel, multi- party conference calls, color or other specialized copies) will be billed at actual cost. Quinn Emanuel also will comply with the Appendix B Guidelines with respect to billing for non-working travel time. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Quinn Emanuel and the Consumer Creditors' Committee intend to develop a budget and staffing plan (the "Budget and Staffing Plan"). Quinn Emanuel intends to file a copy of the Budget and Staffing Plan in connection with its first application for interim compensation. Recognizing that unforeseeable fees and expenses may arise in large chapter 11 cases, the Consumer Creditors' Committee is aware that the Budget and Staffing Plan may need to be revised as necessary to reflect changed circumstances or unanticipated events. Benjamin I. Finestone, partner of Quinn Emanuel Urquhart & Sullivan, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Quinn Emanuel can be reached at: Benjamin I. Finestone, Esq. Susheel Kirpalani, Esq. Victor Noskov, Esq. QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 E-mail: benjaminfinestone@quinnemanuel.com susheelkirpalani@quinnemanuel.com victornoskov@quinnemanuel.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DOWN HILL FARM: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: Down Hill Farm Trucking LLC 11245 McCullough Road, SE Bremen, OH 43107 Business Description: Down Hill Farm Trucking LLC is a trucking company based in Bremen, Ohio. Chapter 11 Petition Date: June 18, 2019 Court: United States Bankruptcy Court Southern District of Ohio (Columbus) Case No.: 19-53992 Judge: Hon. John E. Hoffman Jr. Debtor's Counsel: Thomas C. Lonn, Esq. LAW OFFICE OF THOMAS C. LONN 833 Eastwind Drive Westerville, OH 43081 Tel: 614-895-1234 Fax: 614-865-3377 E-mail: tclonnesq@rrohio.com Total Assets: $854,227 Total Liabilities: $1,110,882 The petition was signed by Angela Hobbs, president/managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/ohsb19-53992.pdf DPW HOLDINGS: Enters Into Refinancing Transaction with Investor --------------------------------------------------------------- DPW Holdings, Inc., has consummated a transaction with its senior lender to refinance its outstanding debt through the issuance of a senior secured promissory note in the principal amount of $2,900,000 for which it received $2,800,000 in gross proceeds. The Company used the gross proceeds to repay an outstanding convertible promissory note to the lender and used the remainder to extinguish other short-term debt in the aggregate amount of approximately $1,000,000. The Company also stated that it continues to work with certain other of its creditors to decrease its debt and improve its capital structure while moving forward with its growth and profitability objectives for 2019. The Company previously reported on May 15, 2018, that it entered into a securities purchase agreement with the Investor providing for the issuance of (i) a Senior Secured Convertible Promissory Note; (ii) a five-year warrant at an exercise price of $1.35; (iii) a five-year warrant at an exercise price of $0.87 per share; and (iv) 344,828 shares of the Company's common stock, par value $0.001 per share. On June 18, 2019, the Company entered into a Securities Purchase Agreement with the Investor to consummate a refinancing pursuant to which, in consideration for the extinguishment of the Original Note, the Company will (i) sell a 10% Senior Secured Promissory Note with a principal face amount of $2,800,000, plus an original issue discount in the amount of $100,000 (subject to adjustment) and (ii) issue 500,000 shares of Common Stock subject to the approval thereof by the NYSE American. Ault & Company, Inc., a Delaware corporation, has guaranteed to the Investor and its successors, endorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the obligations of the Company pursuant to the Refinancing. The New Note bears interest at 10% per annum. The Company will make amortization payments in six cash payments to the Investor commencing on July 18, 2019, and continuing every month thereafter until Dec. 18, 2019. Commencing on July 18, 2019, and continuing every month thereafter until the Maturity Date, the Company will redeem one-sixths of each of the original principal amount of this Note, accrued but unpaid interest. DPW's CEO and Chairman, Milton "Todd" Ault, III said, "We are very pleased we were able to work with our lenders to reduce more of our short-term debt and restructure and strengthen our balance sheet. This particular transaction eliminates eight creditors, simplifies our balance sheet and audit workload and reduces our overhead costs. The Company remains dedicated to increasing its revenue growth, improve its bottom-line results and attain its stated goals for 2019. We are very pleased our creditors continue to work with us as we strive to improve our capital structure." About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $32.98 million in 2018, following a net loss of $10.89 million in 2017. As of March 31, 2019, the Company had $54.77 million in total assets, $36.74 million in total liabilities, and $18.03 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating 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. DRIVETIME AUTO: Moody's Affirms B3 CFR & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Investors Service has affirmed the B3 Corporate Family Rating and Senior Secured Notes of DriveTime Auto Group. Moody's has also assigned a B3 rating to the new Senior Secured Notes the company announced on June 17, 2019, which will be issued by DriveTime Automotive Group, Inc., Bridgecrest Acceptance Corporation and SilverRock Group Holdings, Inc., all operating companies to consolidated DriveTime. DriveTime Auto Group's outlook was changed to positive from stable. As part of the same rating action, Moody's has withdrawn the outlooks on DriveTime Auto Group's Corporate Family Rating and Senior Secured debt rating for its own business reasons. While the ratings affirmation reflects Moody's assessment of DriveTime's unchanged standalone assessment, the change in outlook to positive from stable captures the company's improving asset quality which strengthens its earnings prospects, as well as its improving liquidity position. Assignments: Issuer: DriveTime Auto Group Senior Secured Regular Bond/Debenture, Assigned B3 Affirmations: Issuer: DriveTime Auto Group Corporate Family Rating, Affirmed B3 Senior Secured Regular Bond/Debenture, Affirmed B3 Outlook Actions: Issuer: DriveTime Auto Group Outlook, Changed To Positive From Stable RATINGS RATIONALE The affirmation of DriveTime's B3 Corporate Family Rating and senior secured ratings reflect Moody's unchanged view of its standalone assessment. The ratings are supported by the company's established franchise of used vehicle stores with integrated retail finance operations. DriveTime's integrated franchise of used vehicle stores combined with retail finance operations provides it with the ability to control the entire vehicle sale and lending processes. The company is focused on the subprime segment of the US auto market, which carries elevated risks relative to other auto finance companies. Unlike a traditional indirect lender, DriveTime must maintain its retail store operations, which entails carrying and overhead costs that are in addition to the funding and operating costs of its lending operations. Both the stores and the finance business require liquidity in a cyclical downturn to carry costs and maintain operations. Moody's believes that the company's ability to protect both the size of the store network as well as the lending operations in a downturn is important to sustaining the franchise. The B3 ratings also take into consideration DriveTime's history of weak return on assets and high leverage considering the high risk profile of its receivables and the firm's strong reliance on secured funding, which can limit alternative liquidity tied to unencumbered assets. DriveTime is also a frequent issuer of asset-backed securities, an asset class which can experience little to no investor demand, in times of market stress. Lastly, at times, DriveTime has displayed an appetite to grow in other areas of auto sales and ancillary products through related party transactions which can have limited visibility in terms of company focus and overall impact from such areas. The change in outlook to positive from stable reflects the firm's improving asset quality and liquidity profiles. Asset quality has improved as DriveTime has limited growth recently and focused on tightened underwriting. This has improved its performance relative to prior years. During the past few years, DriveTime has focused on origination quality and has reported strengthening trends for borrower down-payment, payment to income and loan to values. Vintage delinquency trends and static pool net losses have improved as a result. If sustained, the company's improved asset quality should lead to stronger and less volatile profitability, in Moody's view. Moody's has assessed that DriveTime's liquidity will improve with issuance of the 7 year $350 million senior secured notes it announced this week and which it will utilize to refinance its existing June 2021 $400 million senior secured notes, thereby extending its maturity profile. In addition, on May 31, 2019, DriveTime extended its financing commitments on its inventory facility from Ally Bank and Ally Financial and its warehouse facility from Wells Fargo through May 31, 2021, which Moody's considers as a further improvement of its liquidity. DriveTime must carefully manage delinquency and loss covenants, which remain central risks to the company, particularly given the limited cushion in some of their facilities. WHAT COULD CHANGE THE RATINGS UP/DOWN The ratings could be upgraded if DriveTime's asset quality improvements are maintained and contribute to stronger and more consistent profitability in the upcoming quarters and if DriveTime continues to extend its warehouse facilities well in advance of their maturity dates. The positive outlook indicates that a rating downgrade is unlikely over the next 12-18 months. However, capital and liquidity depletion or market funding difficulties could lead to lower ratings. ELECTRONICS FOR IMAGING: Moody's Assigns B3 CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Electronics for Imaging, Inc. in connection with the pending take private transaction by Siris Capital Group, LLC and new debt issuance. Moody's also assigned a B2 to the proposed 1st lien senior secured credit facility ($100 million revolver and $875 million term loan) and a Caa2 to the proposed $225 million 2nd lien senior secured term loan. The rating outlook is stable. Proceeds from the new debt issuance plus a $777 million equity investment by funds associated with Siris Capital will be used to fund the go private transaction including related fees and expenses. Rating actions for Electronics for Imaging, Inc. include the following: Corporate Family Rating (CFR) -- Assigned B3 Probability of Default Rating -- Assigned B3-PD Proposed $100 million gtd sr secured 1st lien revolver -- Assigned B2 (LGD3) Proposed $875 million gtd sr secured 1st lien term loan -- Assigned B2 (LGD3) Proposed $225 million gtd sr secured 2nd lien term loan -- Assigned Caa2 (LGD5) Outlook Action: Outlook, Assigned Stable The transaction is expected to close in the third calendar quarter of 2019. Rating assignments remain subject to Moody's review of the final transaction terms and conditions. RATINGS RATIONALE The B3 Corporate Family Rating reflects EFI's high leverage and single digit percentage top line growth as overall results are weighed down primarily by revenue declines in the mature Fiery software division. As a result, EBITDA growth and improvement in adjusted leverage will be driven primarily by cost eliminations in the first two years. Moody's expects revenues in the higher growth packaging and textile segments will benefit from good demand for digital printing given that the conversion to digital print from analog is in early stages for these verticals. Ratings also reflect the company's recurring revenue streams (ink, maintenance, and supplies) for more than 30% of total revenues and a path to improved adjusted EBITDA margins over the next 12 months with good free cash flow conversion. Growth for the industrial inkjet division (60% of revenue) is supported by the transition to digital technologies from analog printing. EFI has #1 or #2 market positions in its four segments, two of which have digital penetration of 5% or less (Textile and Corrugated) and both of these markets are expected to grow at an annual rate of 20% or more. In contrast, the company's other two segments (Display Graphics and Ceramics) are in markets that have digital penetration greater than 50% and low to mid single digit percentage market growth rates. Although Moody's expects these market tailwinds to continue for the next three years, ratings are pressured by revenue declines primarily for the Fiery division (24% of revenue) and by the company's small scale relative to much larger, deeper-pocketed players. Moody's expects management will be successful in realizing the majority of its targeted synergies which are based on the elimination of redundant positions, consolidation of purchasing and service functions, relocation of some operations, and shedding of costs related to being a public company. Ownership by a financial sponsor comes with event risk given the likelihood for debt financed acquisitions or distributions. Moody's believes management will be opportunistic regarding its operating strategy. Management indicates that it will be prepared to divest one or more operations, if desired, which is likely to reduce leverage assuming all net proceeds are applied to debt repayment. Moody's estimates adjusted debt to EBITDA will be 6.9x at closing including a portion of planned synergies (versus over 8x excluding synergies) which is very high for a company that is increasingly exposed to hardware sales, albeit in growing verticals. After year one and realization of roughly half of the targeted synergies, Moody's expects adjusted leverage will improve further given remaining synergies to be realized in year two will lead to expanded EBITDA with good free cash flow conversion. Liquidity is expected to be good supported by a $100 million revolver commitment (undrawn at closing), positive free cash flow over the next 18 months despite restructuring costs, and $50 million of initial cash balances. The stable outlook reflects Moody's expectation that, despite projected revenue declines for the Fiery division and the ceramic segment of industrial inkjet division, overall organic revenue growth will be in the low single digit percentage range over the next 18 months. Moody's expects leverage to improve from initial levels as EBITDA expands and a portion of free cash flow is applied to reduce term loan balances. The outlook also incorporates Moody's view that EFI will make progress achieving most cost synergies planned for the first 18 months given the vast majority of these actions are achieved through cost cuts or consolidation. Ratings could be upgraded after EFI realizes most of its projected $80 million of cost synergies, and the company maintains consistent top line growth with adjusted debt to EBITDA improving to less than 6.0x (with limited addbacks to EBITDA). The company will also need to maintain good liquidity with a largely undrawn revolver and adjusted free cash flow to debt being sustained in the high single digit percentage range. Ratings could be downgraded if Moody's expects adjusted debt to EBITDA will be sustained above 7.0x or if organic revenue declines for the Fiery division or ceramic segment accelerate. There would be downward pressure on ratings if adjusted EBITDA margins remain below 18% or if adjusted free cash flow to debt is not on track to reach the mid single digit percentage range. ENERGY ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded its ratings for Energy Acquisition Company, Inc., including the company's Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. At the same time, Moody's downgraded ECI's senior secured first lien credit facility and senior secured second lien term loan to B2 and Caa2, respectively. The outlook is stable. According to Andrew MacDonald, Moody's lead analyst for the company, "ECI's credit metrics and profitability have weakened due to delayed realization of synergies following the Fargo acquisition along with labor inflation and commodity cost pressures. We anticipate the company will continue to grow the top line from significant new customer wins, realize both labor and material cost savings over time, and improve efficiency related to the Fargo integration, but believe that leverage will remain elevated and liquidity will be less robust than our original projections following the company's LBO in June 2018." Downgrades: Issuer: Energy Acquisition Company, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured First Lien Revolving Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured First Lien Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured Second Lien Term Loan, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Energy Acquisition Company, Inc. Outlook, Remains Stable RATINGS RATIONALE ECI's B3 CFR reflects the company's high leverage of roughly 7.2 times (Moody's adjusted debt-to-EBITDA), modest size within the rated manufacturer universe, and high, albeit improving, customer concentration within the North American and European white goods appliance sectors. Although some deleveraging is anticipated, Moody's believes leverage will remain above 6.5 times over the next 12 to 18 months. The rating also incorporates the aggressive financial policies under private equity ownership as reflected by the sizable level of debt that was used to finance the acquisition by Cerberus. Moody's also notes that ECI has a history of sizable debt-financed acquisitions and dividends under previous private equity ownership. Potential volatility of the company's earnings and cash flow generation from foreign exchange exposure, raw material costs, and cyclicality within its end markets in certain business lines also serve to constrain the rating. The rating benefits from the company's leading market position as a wire harness manufacturer in North America and Europe as well as its low-cost manufacturing capabilities, which Moody's views as a key competitive advantage. The rating incorporates Moody's expectation that ECI will generate sufficient free cash flow to cover the $5.8 million of annual mandatory debt amortization and that the company will maintain at least adequate liquidity augmented by access to its $100 million revolving credit facility. The stable outlook reflects Moody's expectation that ECI will grow its top-line in the low-to-mid single digit range and gradually deleverage via both EBITDA growth and debt repayment over time. It further assumes the company will maintain at least an adequate liquidity profile over the next 12 months. Ratings could be downgraded if Moody's expects debt-to-EBITDA to be sustained above 7.5 times beyond 2020, end market demand weakens, operations are materially disrupted, or a major customer is lost. Also, the ratings could be downgraded if liquidity weakens for any reason, including sustained negative free cash flow or increased revolver reliance. A sizable debt-financed acquisition or dividend could also result in the ratings being downgraded. Ratings could be upgraded if ECI is able to deleverage such that Moody's adjusted debt-to-EBITDA is sustained around 6.0 times and interest coverage approaches 2.0 times. Also, the company will have to maintain at least a good liquidity profile prior to an upgrade. EW ACQUISITION: Seeks to Hire Eugene D. Roth as Counsel ------------------------------------------------------- EW Acquisition, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Office of Eugene D. Roth, as counsel to the Debtor. EW Acquisition requires Eugene D. Roth to: a. advise the Debtor as to its rights and obligations as a debtor-in-possession; b. appear for the Debtor-in-Possession before the bankruptcy court; and c. assist in formulating and filing a plan of reorganization and negotiate with creditors. Eugene D. Roth will be paid at these hourly rates: Attorneys $475 Legal Assistants $95 Eugene D. Roth will be paid a retainer in the amount of $10,000. Eugene D. Roth will also be reimbursed for reasonable out-of-pocket expenses incurred. Eugene D. Roth, a partner at the Law Office of Eugene D. Roth, 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. Eugene D. Roth can be reached at: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH 2520 Hwy 35, Suite 307 Manasquan, NJ 08736 Tel: (732) 292-9288 Fax: (732) 292-9303 E-mail: erothesq@gmail.com About EW Acquisition EW Acquisition, LLC., based in Wall, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-18271) on April 24, 2019. In the petition signed by Ronak Shah, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Michael B. Kaplan oversees the case. Eugene D. Roth, Esq., at the Law Office of Eugene D. Roth, serves as bankruptcy counsel to the Debtor. F & S ASSOCIATES: Hires G&E Real Estate as Real Estate Broker ------------------------------------------------------------- F & S Associates Limited Partnership seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ G&E Real Estate, Inc. d/b/a Newmark Knight Frank, as real estate broker to the Debtor. F & S Associates requires G&E Real Estate to market and sell the Debtor's real property located at 9190 Red Branch Road, Columbia, MD 21045. G&E Real Estate will be paid a commission of 5% of the purchase price. G&E Real Estate will also be reimbursed for reasonable out-of-pocket expenses incurred. Cris Abramson, a partner at G&E Real Estate, Inc., d/b/a Newmark Knight Frank, 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. G&E Real Estate can be reached at: Cris Abramson G&E REAL ESTATE, INC. D/B/A NEWMARK KNIGHT FRANK One E. Pratt St., Suite 805 Baltimore, MD 21202 Tel: (410) 625-4200 About F & S Associates LP F & S Associates Limited Partnership based in Columbia, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-14947) on April 11, 2019. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. David E. Rice oversees the case. The Coyle Law Group LLC serves as bankruptcy counsel to the Debtor. FIORES MOTORS: Seeks to Hire DJS Ventures as Real Estate Broker --------------------------------------------------------------- Fiores Motors, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire a real estate broker. The Debtor proposes to employ DJS Ventures, Inc., to market its properties for sale or lease. The properties are located at 510 McDonald St. and 6223 Meadow St., Pittsburgh. DJS will receive a commission of 5 percent of the purchase price upon closing of a sale. In the event that the property is sold on an overbid to a buyer not procured by DJS, the firm will be entitled to receive a commission based on the initial sale bid submitted by the firm's buyer for services provided. For a lease transaction, DJS will receive a broker fee of 5 percent of the aggregate value of the lease for the first 10 years and 2.5 percent of the aggregate value of the lease for the years thereafter. The leasing broker fee is payable one-half upon execution of the lease and one-half upon payment of the first month's rent. Douglas Skowron, president of DJS, disclosed in court filings that all employees of the firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas J. Skowron DJS Ventures, Inc. 312 Chestnut Road Edgeworth, PA 15243-1131 About Fiores Motors Fiores Motors, LLC, filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Fiores Motors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-22212) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Thomas P. Agresti. GARY W. SHORT is the Debtor's counsel. FIORES MOTORS: Seeks to Hire Gary Short as Bankruptcy Attorney -------------------------------------------------------------- Fiores Motors, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Gary Short, Esq., an attorney based in Pittsburgh, to assist in the preparation of its Chapter 11 plan of reorganization and provide other legal services related to the case. Mr. Short will charge an hourly fee of $450 for his services. He received from the Debtor an initial payment of $20,000, which includes the filing fee of $1,717. The attorney does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Mr. Short maintains an office at: Gary William Short, Esq. 212 Windgap Road Pittsburgh, PA 15237 Tel: 412-765-0100 Fax: 412-536-3977 Email: garyshortlegal@gmail.com About Fiores Motors Fiores Motors, LLC, filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Fiores Motors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-22212) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Thomas P. Agresti. GARY W. SHORT is the Debtor's counsel. FOUR THE BOYS: Seeks to Hire Eugene D. Roth as Counsel ------------------------------------------------------ Four the Boys II, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to the Law Office of Eugene D. Roth, as counsel to the Debtor. EW Acquisition requires Eugene D. Roth to: a. advise the Debtor as to its rights and obligations as a debtor-in-possession; b. appear for the Debtor-in-Possession before the bankruptcy court; and c. assist in formulating and filing a plan of reorganization and negotiate with creditors. Eugene D. Roth will be paid at these hourly rates: Attorneys $475 Legal Assistants $95 Eugene D. Roth will be paid a retainer in the amount of $10,000. Eugene D. Roth will also be reimbursed for reasonable out-of-pocket expenses incurred. Eugene D. Roth, a partner at the Law Office of Eugene D. Roth, 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. Eugene D. Roth can be reached at: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH 2520 Hwy 35, Suite 307 Manasquan, NJ 08736 Tel: (732) 292-9288 Fax: (732) 292-9303 E-mail: erothesq@gmail.com About Four the Boys II Four the Boys II, LLC, based in Mantoloking, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-19708) on May 13, 2019. The petition was signed by James J. Hopkins, III, managing member. In its petition, the Debtor disclosed $1,305,000 in assets and $2,998,833 in liabilities. The Hon. Christine M. Gravelle oversees the case. Eugene D. Roth, Esq., at the Law Office of Eugene D. Roth, serves as bankruptcy counsel to the Debtor. GARY'S INDUSTRIAL: Involuntary Chapter 11 Case Summary ------------------------------------------------------ Alleged Debtor: Gary's Industrial Machine, LLC 510 E. Wilson St. Valliant, OK 74764 Business Description: Gary's Industrial Machine, LLC is engaged in the manufacturing industrial machinery. Involuntary Chapter 11 Petition Date: June 17, 2019 Court: United States Bankruptcy Court Eastern District of Oklahoma (Muskogee) Case Number: 19-80669 Judge: Hon. Tom R. Cornish Petitioning Creditor: First State Bank of Tahlequah, OK 1111 S. Muskogee Ave. Tahlequah, OK 74464 Tel: 918-456-6108 Nature of Claim & Claim Amount: Note/Mortgage, $983,150 Petitioner's Counsel: Brian Edward Duke, Esq. DUKE LAW FIRM, PLLC 115 W. Shawnee St. Tahlequah, OK 74464 Tel: 918 456 0860 Fax: 918 456 0862 Email: duke@tahlequahlaw.com A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/okeb19-80669.pdf GATEWAY RADIOLOGY: Hires Beighley Myrick as Special Counsel ----------------------------------------------------------- Gateway Radiology Consultants P.A. seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Beighley Myrick Udell and Lynne, as special counsel to the Debtor. Gateway Radiology requires Beighley Myrick to represent the Debtor in a litigation against Philips Medical Capital LLC, Philips Healthcare, a division of Philips Electonics North America Corporation pending in the Florida Circuit Courts of Pinellas and Polk Counties. Beighley Myrick will be paid a contingency fee of 40% of the first $1 million; 35% over $1 million but less than $2million; and 30% over $2 million. Beighley Myrick will be paid a retainer in the amount of $$20,000 Beighley Myrick will also be reimbursed for reasonable out-of-pocket expenses incurred. Maury L. Udell, partner of Beighley Myrick Udell and Lynne, 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. Beighley Myrick can be reached at: Maury L. Udell, Esq. Beighley Myrick Udell and Lynne 150 W. Flagler St, Suite 1800 Miami, FL 33130 Tel: (305) 349-3930 About Gateway Radiology Consultants Gateway Radiology Consultants P.A., based in Saint Petersburg, Fl, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04971) on May 28, 2019. In the petition signed by Gagandeep Manget M.D., president, the Debtor disclosed $1,200,000 in assets and $14,899,135 in liabilities as of the bankruptcy filing. The Hon. Michael G. Williamson oversees the case. Joel M. Aresty, P.A., serves as bankruptcy counsel to the Debtor. Beighley Myrick Udell and Lynne, is special counsel. GENOCEA BIOSCIENCES: All 4 Proposals Approved at Annual Meeting --------------------------------------------------------------- Genocea Biosciences, Inc., held its annual meeting of stockholders on May 15, 2019, at which the stockholders: (i) elected Ms. Katrine Bosley and Mr. Michael Higgins as Class II directors, each for a three-year term; (ii) approved an amendment to the Company's restated certificate of incorporation to effect a reverse stock split; (iii) approved an amendment to the Company's restated certificate of incorporation to decrease the total number of shares of common stock that the Company is authorized to issue from 250,000,000 shares to 85,000,000 shares; and (iv) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending Dec. 31, 2019. On May 20, 2019, Genocea filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's issued and outstanding common stock, par value $0.001 at a ratio of one-for-eight and to decrease the number of shares of Common Stock that the Company is authorized to issue from 250,000,000 shares to 85,000,000 shares. Pursuant to the Certificate of Amendment, the Reverse Stock Split and the Authorized Shares Reduction will be effective at 12:01 a.m., Eastern Time, on May 22, 2019. The Company expects that upon the opening of trading on May 22, 2019, the Company's Common Stock will start trading on a post-split basis under the CUSIP number 372427401. As a result of the Reverse Stock Split, every eight shares of Common Stock issued and outstanding will convert into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are entitled to receive a full share of Common Stock. The Company's stockholders approved a proposal to amend the Certificate of Incorporation in accordance with the Certificate of Amendment at the Annual Meeting of Stockholders of the Company. The Board of Directors of the Company previously approved and authorized the filing of the Certificate of Amendment following its approval by the stockholders. 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. GENOCEA BIOSCIENCES: Registers 11.5 Million Common Shares --------------------------------------------------------- Genocea Biosciences, Inc., filed with the Securities and Exchange Commission amendment No. 1 to Form S-1 registration statement relating to the offering of 10,000,000 shares of its common stock. The Company's common stock is listed on The Nasdaq Capital Market under the symbol "GNCA". On June 17, 2019, the last sale price on its common stock was $5.38 per share. Genocea has granted the underwriters an option to purchase up to 1,500,000 additional shares of common stock at the public offering price less the underwriting discount. The underwriters can exercise this option at any time within 30 days after the date of this prospectus. Certain of the Company's existing stockholders and their affiliated entities, including holders of more than 5% of its common stock, have indicated an interest in purchasing an aggregate of up to approximately $24.2 million in shares of the Company's common stock in this offering at the public offering price per share and on the same terms as the other purchasers in this offering. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, less or no shares to any of these existing stockholders and any of these existing stockholders could determine to purchase more, less or no shares in this offering. The underwriters will receive the same underwriting discounts and commissions on these shares as they will on any other shares sold to the public in this offering. A full-text copy of the amended prospectus is available for free at: https://is.gd/Xum0B4 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. GREENE AVENUE: Nationstar Mortgage Objects to Disclosure Statement ------------------------------------------------------------------ Nationstar Mortgage LLC, d/b/a Mr. Cooper as Servicer for U.S. Bank National Association, as Trustee for Specialty Underwriting and Residential Finance Trust Mortgage Loan Asset-Backed Certificates, Series 2007-BC2, which holds a mortgage on the real property known as 689 Greene Avenue, Brooklyn, NY 11221, objects to the approval of the proposed disclosure statement explaining Greene Avenue Restoration Corp.'s Chapter 11 Plan. Nationstar complains that it is apparent that the information contained in the Disclosure Statement is significantly inadequate, the inadequacies include, but are not limited, to (i) the failure to provide a clear description of how Nationstar's claim will be treated in the Plan; (ii) the improper classification of Nationstar's claim in contravention of 11 U.S.C. 1122(a); (iii) the Debtor's failure to provide the circumstances that caused the bankruptcy filing; (iv) the Debtor's failure to put forth a feasible Plan; and (v) the failure of the Debtor to identify the purpose of the filing of the instant Chapter 11. Nationstar points out that the Disclosure Statement fails to provide for adequate information regarding the treatment of Class 1, Nationstar's claim. Nationstar also complains that if the Debtor's intention is simply to fully reinstate the Loan as of the effective date of the plan, it is unclear how this could be "subject to the valuation hearing". According to Nationstar, if the Debtor is simply attempting to reinstate the Loan to be contractually current and then continue payments pursuant to the terms of the Loan, it is unclear what the point of a valuation hearing would be. Nationstar asserts that the Debtor boldly alleges that Nationstar's Claim is not impaired and Debtor fails to provide any basis as to why Nationstar's Claim is not impaired. Nationstar further points out that it is impossible for the Debtor to attribute his financial difficulties to the Foreclosure Action that resulted in a JFS well before it took ownership of the concerned Property, thereby rendering the Disclosure Statement silent as to the events leading to the filing of the within the Chapter 11 Petition and the financial difficulties of the Debtor. Nationstar also points out that it is unclear as to how the Debtor intends on funding its Plan or if any alleged funder has assets sufficient to fund the Plan, the information provided is simply bare bones and the Debtor has provided little, if any, information as to how the Plan will be funded. Attorneys for Nationstar: Barbara Dunleavy, Esq. Shapiro, DiCaro & Barak, LLC One Huntington Quadrangle, Suite 3N05 Melville, NY 11747 Tel: (631) 844-9611 Fax: (631) 844-9525 About Greene Avenue Restoration Corp. Greene Avenue Restoration Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-45394) on Oct. 19, 2017. Judge Carla E. Craig presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired Rosen, Kantrow & Dillon, PLLC as its legal counsel. GROM SOCIAL: Amends Charter to Increase Authorized Shares --------------------------------------------------------- Grom Social Enterprises, Inc., filed on June 12, 2019, Articles of Amendment to the Company's Articles of Incorporation with the Secretary of State of the State of Florida. On or around May 1, 2019, the Company mailed a Consent Solicitation Statement to its shareholders as of the record date of April 5, 2019, seeking the written consent of the shareholders holding a majority of the Company's voting equity to authorize and approve a proposal to file the Charter Amendment, in order to the amend the Company's Articles of Incorporation to increase the Company's number of authorized shares of common stock, par value $0.001 per share, from 200,000,000 shares to 500,000,000 shares. The filing of the Charter Amendment was previously authorized by the Company's Board of Directors on April 4, 2019, subject to stockholder approval. As of May 31, 2019, the Company had received a sufficient number of written consents in favor of proposal to file the Charter Amendment. As previously reported, on Feb. 22, 2019 and March 22, 2019, the Company sold an aggregate of 800,000 shares of the Company's 10% Series A convertible preferred stock, par value $0.001 per share, to two purchasers. In connection with these transactions, each of the purchasers were also entitled to receive an additional 2,000,000 shares of the Company's Common Stock. Pursuant to the Company's charter documents, the holders of the Company's Series A Preferred Stock have the right to vote together with the holders of the Company's Common Stock on an as-converted basis, with five votes for each share of Series A Preferred Stock. Neither the 800,000 shares of Series A Preferred Stock, nor the additional 4,000,000 shares of Common Stock, were issued to the purchasers prior to the Record Date. Therefore, these shares were not included for the purposes of obtaining written consents. About Grom Social Headquartered in Boca Raton, Florida, Formerly known as Illumination America, Inc., Grom Social Enterprises, Inc. -- http://www.gromsocial.com/-- is a social media, technology and entertainment company that focuses on delivering content to children between the ages of 5 and 16 in a safe and secure environment that can be monitored by parents or other guardians. The Company has several operating subsidiaries, including Grom Social, which delivers its content through mobile and desktop environments (web portal and several Apps) that entertain children, allow kids to interact with their peers, get relevant news, play proprietary games, while also teaching good digital citizenship. The Company also owns and operates Top Draw Animation, Inc., which produces award-winning 2D animation content for some of the largest international media companies in the world. The Company also owns Grom Educational Services, which has provided web filtering services for up to an additional two million children across 3,700 schools. BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has incurred significant operating losses since inception and has a working capital deficit which raise substantial doubt about its ability to continue as a going concern. Grom Social reported a net loss of $4.87 million for the year ended Dec. 31, 2018, compared to a net loss of $6.04 million for the year ended Dec. 31, 2017. As of March 31, 2019, Grom Social had $19.60 million in total assets, $13.06 million in total liabilities, and $6.54 million in total stockholders' equity. HEARTLAND DENTAL: Moody's Rates $150MM Incremental 1st Lien Loan B2 ------------------------------------------------------------------- Moody's Investors Service assigned a B2 (LGD3) rating to Heartland Dental, LLC (New) (B3 stable) new $150 million incremental First Lien Term Loan. All other ratings, including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured rating and Caa2 unsecured note rating are unchanged. The rating outlook is unchanged at stable. Proceed from the incremental First Lien Term Loan will be used to add cash to the balance sheet that will be used to fund future acquisitions and new dental offices. Moody's views the incremental financing as a credit negative as it will increase leverage by about half a turn and delay de-leveraging. The proposed incremental term loan also signals that Heartland will continue to use debt to fund its future growth. The proposed transaction is an incremental financing after the company raised $1.585 billion of debt in 2018 including a $150 million delayed draw term loan that is substantially used. Moody's expects debt/EBITDA will approach 8 times by the end of 2019, without assuming any incremental EBITDA from any acquired practices or new dental office openings funded with proceeds of the new term loan. The financing will also improve liquidity by increasing cash to the balance sheet. Moody's expects Heartland will benefit from the continued execution of the company's growth strategies and the additional liquidity from the transaction. Heartland has been aggressive in its growth strategy, acquiring 71 facilities and opening 54 new dental offices since its acquisition by KKR in March 2018. Heartland currently operates 934 offices across 37 states. In this same period, Heartland has continued to perform well as a result of organic and acquisition related growth. During its most recent fiscal year and first quarter 2019, the company saw same-facility organic growth of 1.1% and 4.7% respectively. While there is execution risk to rapid growth, acquisitions and new store openings have generally been executed successfully. Rating Actions: Ratings assigned: Heartland Dental, LLC (New) $150 million Gtd Senior Secured 1st Lien Term Loan due 2025 at B2 (LGD 3) RATINGS RATIONALE Heartland's B3 Corporate Family Rating reflects its very high leverage, moderate free cash flow, and aggressive growth strategy. The rating is supported by the company's position as the largest dental support organization (DSO) in the US, favorable industry dynamics and good geographic diversity. Additionally, Heartland has some ability to improve cash flow and liquidity by reducing new office openings and affiliation investments if necessary. The stable outlook reflects Moody's expectation that Heartland will remain one of the largest DSOs in the US. It also reflects Moody's expectation that Heartland will continue to pursue an aggressive expansion strategy and operate with very high financial leverage. The ratings could be upgraded if Heartland adopts less aggressive financial policies resulting in significant credit metric improvement and decreases debt to EBITDA below 6 times. Additionally, the company would have to materially improve free cash flow. The ratings could be downgraded if the company's earnings weaken. Pursuit of an overly aggressive expansion strategy or deterioration in Heartland's cash flow or liquidity could also result in a ratings downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published October 2016. Heartland provides support staff and comprehensive business support functions under administrative service agreements to its affiliated dental offices, organized as professional corporations. Heartland is majority-owned by KKR, and Ontario Teachers' Pension Plan Board maintains partial ownership. The company generated about $1.4 billion in net patient service revenue as of March 31, 2019. HELIOS AND MATHESON: Corrects Form 8-K Report on Voting Results --------------------------------------------------------------- In a current report on Form 8-K filed by Helios and Matheson Analytics Inc. with the Securities and Exchange Commission on May 31, 2019, the Company reported the voting results of its special meeting of stockholders held on May 24, 2019. The Company filed an amended Form Form 8-K on June 14, 2019, which amends the Original Report solely to amend the narrative description of the voting results for Proposal 2 to reflect that based on the number of votes obtained for Proposal 2, which number did not change from the number reported in the Original Report, the Company's stockholders did not approve Proposal 2, and to make conforming changes to the narrative description under Proposal 3. No other information in the Original Report has been amended. The Company's stockholders did not approve, subject to the approval of the Reverse Split Amendment, an amendment to the Company's certificate of incorporation to reduce the number of shares of its authorized common stock from 5,000,000,000 to 2,000,000,000 and to decrease the total number of authorized shares of capital stock from 5,002,000,000 to 2,002,000,000. Implementation of Proposal 2 would have been contingent upon actual implementation of the Reverse Split Amendment by Board of Directors. The Company's stockholders did not approve the adjournment of the special meeting, if necessary, to solicit votes on the above proposals if sufficient votes to pass the proposals were not received in time for the special meeting. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. More recently, to provide greater value to stockholders, the Company has sought to expand its business primarily through acquisitions that leverage its capabilities and expertise. The Company is headquartered in New York City, has an office in Miami Florida and has an office in Bangalore India. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. The Company's amended balance sheet at Sept. 30, 2018, showed $134.30 million in total assets, $68.86 million in total liabilities, and $65.44 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. 2018 Form 10-K Filing Delay Helios and Matheson had filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2018. The Company said it requires additional time to provide its independent registered public accounting firm with the information and documentation regarding its assessment of its internal control over financial reporting to enable its independent registered public accounting firm to provide the required attestation report. INLAND FAMILY: Seeks to Hire Lefoldt & CO as Accountant ------------------------------------------------------- Inland Family Practice Center LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Lefoldt & CO, P.A. as its accountant. The firm will provide general accounting services and will assist the Debtor in the preparation and filing of tax returns, payroll tax reports, and financial and operating reports. The firm's hourly rates are: Kenneth Lefoldt, CPA $350 Associate Accountant $295 Staff $200 Lefoldt & CO does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Kenneth Lefoldt, CPA Lefoldt & CO, P.A. 690 Towne Center Blvd. Post Office Box 2848 Ridgeland, MS 39158 Main Number (601) 956-2374 Fax (601) 956-9232 Email klefoldt@lefoldt.com About Inland Family Practice Center Inland Family Practice Center, LLC -- http://www.inlandfamilypractice.com/-- is a privately-owned family practice clinic serving Hattiesburg and South Eastern Mississippi. Established in 2008, the company has a state of the art facility in Hattiesburg. Inland Family Practice Center filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 19-50020) on Jan. 3, 2019. In the petition signed by Ikechukwu Okorie, sole member, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Sheehan Law Firm, PLLC as its legal counsel, and Mitchell Day Law Firm, PLLC as its special counsel. JAMES MEDICAL: Seeks to Hire Alicia Joy Fletcher as Accountant -------------------------------------------------------------- James Medical Equipment, Ltd., seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to hire an accountant. The Debtor proposes to employ Alicia Joy Fletcher, Certified Public Accountant to assist in preparing its monthly operating reports and in maintaining and reconciling financial records. The firm will charge an hourly fee of $100 for its services. Fletcher is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Alicia Joy Fletcher, CPA Alicia Joy Fletcher, Certified Public Accountant P.O. Box 208 338 Main St. Russell Springs, KY 42642 Phone: (270) 866-5525 Fax: (270) 866-2007 Email: joycpa@duo-county.com About James Medical Equipment James Medical Equipment, Ltd.'s line of business includes renting or leasing medical equipment. The company was founded in 1979 and is based in Campbellsville, Ky. James Medical Equipment filed a voluntary Chapter 11 petition (Bankr. W.D. Ky. Case No. 19-10187) on March 1, 2019. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Joan A. Lloyd. The Debtor tapped David M. Cantor, Esq., at Seiller Waterman LLC, as its legal counsel. JP ADVANCED: Plan Outline Hearing Scheduled for Aug. 6 ------------------------------------------------------ Bankruptcy Judge Paul Sala will convene a hearing on August 6, 2019 at 10:00 a.m. to consider approval of JP Advanced Solutions, LLC's disclosure statement referring to a chapter 11 plan of reorganization. Written objections to the disclosure statement must be filed by July 30, 2019. The Troubled Company Reporter previously reported that the amended plan proposes 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. 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. 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. KW1 LLC: Seeks to Hire William R. Stewart as Accountant ------------------------------------------------------- KW1, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire William R. Stewart Associates, Inc. as its accountant. The services to be provided by the firm include the preparation of tax returns and monthly reports; accounting and financial advice; and the preparation of financial information and projections for the Debtor's plan of reorganization. W. Kevin Stewart, the firm's accountant who will be providing the services, will charge $300 per hour. The rate for the associates ranges from $85 to $150 per hour. Mr. Stewart is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: W. Kevin Stewart William R. Stewart Associates, Inc. 613 North Lynnhaven Road Virginia Beach, VA 23452 Phone: (757) 486-0114 About KW1 LLC KW1, LLC, is privately held company in Virginia Beach, Va., that primarily operates in the land clearing contractor business. KW1 filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-73923) on Nov. 6, 2018. In the petition was signed by Kevin Sims, managing member, the Debtor disclosed total assets of $9,182,001 and liabilities of $3,227,453. The case is assigned to Judge Frank J. Santoro. The Debtor tapped McCreedy Law Group, PLLC, led by Greer W. McCreedy, II, as counsel, and Roussos & Barnhart, PLC, as co-counsel. LEADER INVESTMENT: Case Summary & 5 Unsecured Creditors ------------------------------------------------------- Debtor: Leader Investment Company, L.L.C. 14623 Kendall Ridge Drive Chesterfield, MO 63017 Business Description: Leader Investment Company is a privately held investment company in Chesterfield, Missouri. Chapter 11 Petition Date: June 18, 2019 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Case No.: 19-43815 Judge: Hon. Barry S. Schermer Debtor's Counsel: Robert A. Breidenbach, Esq. GOLDSTEIN & PRESSMAN, P.C. 7777 Bonhomme Ave. Suite 1910 St. Louis, MO 63105 Tel: (314) 727-1717 Fax: (314) 727-1447 E-mail: rab@goldsteinpressman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jesse Morrow, sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/moeb19-43815.pdf LEGACY RESERVES: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Legacy Reserves Inc. 303 W. Wall St., Suite 1800 Midland, TX 79701 Business Description: Legacy Reserves Inc. -- https://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. Legacy Reserves Inc. is a corporation headquartered in Midland, Texas. Chapter 11 Petition Date: June 18, 2019 Eleven affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Legacy Reserves Inc. (Lead Case) 19-33395 Pinnacle Gas Treating LLC 19-33394 Legacy Reserves GP, LLC 19-33396 Legacy Reserves LP 19-33397 Legacy Reserves Finance Corporation 19-33398 Legacy Reserves Services LLC 19-33400 Legacy Reserves Operating LP 19-33401 Legacy Reserves Energy Services LLC 19-33402 Legacy Reserves Operating GP LLC 19-33403 Dew Gathering LLC 19-33405 Legacy Reserves Marketing LLC 19-33406 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R. Jones Debtors' Counsel: Duston McFaul, Esq. Charles M. Persons, Esq. Michael Fishel, Esq. Maegan Quejada, Esq. SIDLEY AUSTIN LLP 1000 Louisiana Street, Suite 5900 Houston, Texas 77002 Tel: (713) 495-4500 Fax: (713) 495-7799 E-mail: dmcfaul@sidley.com cpersons@sidley.com mfishel@sidley.com mquejada@sidley.com - and - James F. Conlan, Esq. Bojan Guzina, Esq. Andrew F. O'Neill, Esq. SIDLEY AUSTIN LLP One South Dearborn Street Chicago, Illinois 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 E-mail: jconlan@sidley.com bguzina@sidley.com aoneill@sidley.com Debtors' Financial Advisor: ALVAREZ AND MARSAL NORTH AMERICA, LLC 700 Louisiana Street, Suite 3300 Houston, Texas 77002 Debtors' Investment Banker: PERELLA WEINBERG PARTNERS LP 767 Fifth Avenue, New York New York 10153 Debtors' Claims Agent: KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Avenue El Segundo, California, 90245 https://www.kccllc.net/legacyreserves Total Assets as of March 31, 2019: $1,420,138,000 Total Debt as of March 31, 2019: $1,683,019,000 The petitions were signed by Albert E. Ferrara, III, general counsel and corporate secretary. A full-text copy of Legacy Reserves' petition is available for free at: http://bankrupt.com/misc/txsb19-33395.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Trust, 8% Senior Notes $218,075,940 National Association Due 2020 plus 15950 North Dallas Parkway, accrued interest Suite 550 Dallas, TX 75248 Shawn Goffinet Assistant Vice President Tel: 972-383-3156 Email: Sgoffinet@Wilmingtontrust.com 2. Wilmington Trust 6.625% Senior $134,248,713 National Association Note Due 2021 15950 North Dallas Parkway plus accrued Suite 550, Dallas, TX 75248 interest Shawn Goffinet Assistant Vice President Tel: 972-383-3156 Email: Sgoffinet@Wilmingtontrust.com 3. Wilmington Trust 8% Convertible $112,258,188 National Association Senior Notes 15950 North Dallas Due 2023 plus Parkway, Suite 550 accrued interest Dallas, TX 75248 Shawn Goffinet Assistant Vice President Tel: 972-383-3156 Email: Sgoffinet@Wilmingtontrust.com 4. Jupiter JV, LP Trade Debt $3,854,000 c/o TPG Opportunities Partners, L.P. 345 California Street, Suite 3300 San Francisco, CA 94104 Matthew Dillard, Partner Tel: 415-743-1500 Email: MDillard@tpg.com 5. Terra Energy Holdings LLC Trade Debt $3,115,425 4828 Loop Central Drive, Suite 900 Houston, TX 77081 Michael Land, CEO Tel: 888-223-4595 Email: Mland@Terraep.com 6. FTS International Services LLC Trade Debt $2,575,330 777 Main Street, Suite 2900 Fort Worth, TX 76102 Lance Turner Chief Financial Officer Tel: 817-862-2000 Fax: 866-877-1008 Email: Lance.Turner@Ftsi.com 7. McVay Drilling Co Trade Debt $1,702,818 401 East Bender P.O. Box 2450 Hobbs, NM 88240 Tina Flemens, Controller Tel: 575-397-3311 Email: Tina@Mcvaydrilling.com 8. B&L Pipeco Services Inc. Trade Debt $1,192,737 20465 State Hwy 249 Suite 200 Houston, TX 77070 Steve Tait, President & CEO Tel: 281-893-2868 Email: Stait@Pipeco.com 9. Devon Energy Production Trade Debt $1,093,103 333 West Sheridan Avenue Oklahoma City, OK 73102-5015 Jeff Ritenour, EVP & CFO Tel: 405-228-4260 Email: Jeff.Ritenour@Dvn.com 10. Kel Tech Inc. Trade Debt $941,625 3408 East Highway 158 P.O. Box 11383 Midland, TX 79702-8383 Frankie Keller, President Tel: 432-684-4700 Fax: 432-686-8000 Email: Fkeller@Keltechinc.com 11. New Tech Global Ventures Trade Debt $878,068 1030 Regional Park Drive Houston, TX 77060 Larry A. Cress, President & CEO Tel: 281-951-4330 Fax: 281-951-8719 Email: Lcress@Ntglobal.com 12. Basic Energy Services Trade Debt $726,731 801 Cherry Street, Suite 2100 Fort Worth, TX 76102 Thomas M. Patterson, President & CEO Tel: 817-334-4100 Email: Roe.Patterson@Basicenergyservices.com 13. Citation Oil & Gas Corp Trade Debt $656,592 14077 Cutten Road Houston, TX 77069-2212 Christopher A. Phelps SVP, Chief of Staff & CFO Tel: 281-891-1000 Email: Cphelps@Cogc.com 14. Summit ESP LLC Trade Debt $575,293 835 West 41st Street South Tulsa, OK 74107 John Kenner, President & CEO Tel: 918-446-4471 Email: Jkenner@Summitesp.com 15. Borets US Inc. Trade Debt $546,153 10497 Town and Country Way Suite. 310 Houston, TX 77024 Wil Faubel, President Tel: 713-980-4530 Fax: 713-980-4558 Email: Wil.Faubel@Borets.com 16. C&J Spec-Rent Services Inc. Trade Debt $414,200 3990 Rogerdale Road Houston, TX 77042 Don Gawick, President & CEO Tel: 334-222-1188 Fax: 361-767-2649 Email: Don.Gawick@cjes.com 17. Workstrings International LLC Trade Debt $401,917 1150 Smede Hwy Broussard, LA 70518 Greg Elliott, President Tel: 337-989-9675 Fax: 337-492-0012 Email: Greg.elliott@workstrings.com 18. Legacy Artificial Lift Solutions Trade Debt $397,127 3000 W. Interstate 20 Midland, TX 79701 Scott Floyd, CEO Tel: 432-207-3272 Email: Sfloyd@Legacyals.com 19. Titan Petroservices LLC Trade Debt $362,050 6100 Interstate 20 Midland, TX 79706 Valarie Sanchez, Controller Tel: 432-699-0000 Fax: 432-699-0001 Email: Vsanchez@Titanpetroservices.com 20. Key Energy Services Inc. Trade Debt $325,522 1301 Mckinney, Suite 1800 Houston, TX 77010 Louis Coale, Controller Tel: 866-638-3716 Fax: 713-432-5717 Email: Lcoale@Keyenergy.com 21. Gesch Contracting Inc. Trade Debt $322,645 3101 S County Rd 1180 Midland, TX 79706 Chance Gesch, President Tel: 325-212-3877 22. ASC Production Services Ltd. Trade Debt $308,011 721 B T Washington Ave Teague, TX 75860-2171 Lori Leger Tel: 903-391-1265 Fax: 903-389-3387 Email: Lori@Ascproductionservicesltd.com 23. Irongate Rental Trade Debt $307,654 Services LLC 19500 State Highway 249, Suite 600 Houston, TX 77070 Tim Van Roekel, Controller Tel: 832-678-8585 Fax: 832-678-8586 Email: Tim.Vanroekel@irondatees.com 24. Apergy ESP Systems LLC Trade Debt $301,097 2445 Technology Forest Blvd Building 4, 12th Floor The Woodlands, TX 77381 Sivasankaran Somasundaram President & CEO Tel: 281-298-4680 Email: Soma@Doverdfm.com 25. Precision Well Service Inc. Trade Debt $290,364 403 Commerce Drive Gillette, WY 82718 Daniel Lass, President Tel: 307-680-9343 Email: Dannylass@Gmail.com 26. Downhole Drilling Services LLC Trade Debt $267,414 1244 Petroleum Parkway Broussard, LA 70518 Kelly Hebert, President Tel: 337-264-6433 Fax: 337-264-6028 Email: Khebert@Downholedrilling.com 27. Endurance Lift Solutions LLC Trade Debt $266,108 6308 West Interstate 20 Midland, TX 79706 Dan Runzheimer, President Tel: 252-555-0618 Email: Runzheimer@Endurancelift.com 28. General Datatech LP Trade Debt $250,740 999 Metromedia Place Dallas, TX 75247 JW Roberts, CEO Tel: 214-857-6100 Fax: 214-857-6500 Email: Jroberts@Gdt.com 29. KTX Electric LLC Trade Debt $243,650 3700 N County Road 1150 Midland, TX 79705-9563 Larissa Keller, Controller Tel: 432-686-1079 Email: Lkeller@Ktxelectric.com 30. David Crichton Litigation Undetermined c/o The Spence Law Firm 15 S. Jackson St. P.O. Box 548 Jackson, WY 83001 Kristeen Hand, Partner Tel: 307-733-7290 Fax: 307-733-5248 Email: Hand@spencelawyers.com LSB INDUSTRIES: Moody's Rates $35MM Add-on Secured Notes 'Caa1' --------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to LSB Industries, Inc.'s proposed $35 million add-on to its $400 million senior secured notes due in 2023. The company intends to use approximately $20 million of the proceeds from these notes to invest in various capital projects over the next 12-18 months aimed at improving margins, including product loading and unloading improvements, tank storage, infrastructure to allow for a guest plant at one of its facilities and cost improvement projects. The increase in debt is relatively small and if executed as planned, these projects should enhance LSB's earnings potential and help the company delever over time. Pro forma for these projects, LSB's Moody's adjusted debt/EBITDA declines slightly to 7 times from 7.5 times in the twelve months ended March 31, 2019. The remainder of the proceeds will be used for general corporate purposes. All other ratings are unchanged and the outlook remains stable. Assignments: Issuer: LSB Industries, Inc. $35 million Gtd. Senior Secured First Lien Notes, assigned Caa1 (LGD4) RATINGS RATIONALE LSB's rating reflects weak financial metrics and lack of consistent operating performance amid improved nitrogen fertilizer market fundamentals. The rating also reflects LSB's small scale as measured by revenues, limited product and operational diversity and high customer concentration (almost 40% of sales from top seven customers). The company has significant exposure to the commodity nitrogen fertilizer industry and the seasonal agricultural segment (50% of sales in the twelve months ended December 31, 2018), the industrial markets (39% of sales) and the cyclical mining industry (11%). Unplanned downtime and repair costs that have plagued LSB over the past few years remain a constraining factor for the rating. Preferred stock with a 14% dividend (currently accruing) is also a constraining factor for the rating as the company would likely redeem some of it as it starts generating free cash flow or refinance it with debt. LSB's leverage as adjusted by Moody's was approximately 7.5x in the twelve months ended March 31, 2019, reflecting weakness in ammonia pricing, as well as weak fall and spring application seasons and modest unplanned downtime at El Dorado in 2018. With El Dorado running at full capacity and assuming no further unplanned outages and some improvement in nitrogen prices in the second half of the year, the company should improve earnings and lower leverage to below 7x in 2019. The company estimated a 50% improvement in the second quarter adjusted EBITDA to $27 million due to improved operating performance despite lower ammonia prices and continued weather disruptions that reduced demand. However, any unplanned outages will keep leverage elevated because of lost volume given projected 2019 turnarounds and weak fertilizer volumes in the first half of the year due to weather disruptions and a delayed spring planting season. The company has two scheduled turnarounds in Q3 2019 at El Dorado (14-days) and Pryor (30-days), which are on a three-year and two-year turnaround schedule, respectively. Without reliable operating performance, free cash flow generation is expected to be minimal or negative. The company is prefunding planned new capital expenditures to fund various earnings improvement projects over the next 12 to 18 months with an add-on bond issuance. The company's capital structure still includes the preferred stock, which has a high 14% annual dividend that accrues unless the board decides to pay it in cash. The dividend increases to 14.5% in 2021, 15% in 2022 and 16% in 2023. Given the high dividend rate on the preferred stock, the company will likely take out preferreds over the next several years with free cash flow, as long as it also offers to redeem secured notes or refinance a portion with debt once operating performance improves. The aggregate liquidation value of the preferred stock including the accrued and unpaid dividend was $219 million as of March 31, 2019. In addition, given the company's small scale, Moody's sees potential event risk related to acquisition activity or growth prospects. The stable outlook reflects Moody's expectations that metrics should improve if all facilities are running reliably. Moody's would not consider upgrading the ratings until the company has demonstrated operational improvements at its three ammonia facilities, which will allow these plants to operate with minimal downtime. The redemption of some of the preferred stock using free cash flow or debt would also be a factor in considering a ratings upgrade. An upgrade would also be contingent on the company's ability to maintain leverage sustainably below 6.5x and sustainably generating free cash flows. LSB's rating would be lowered if the company experiences significant unplanned downtime at its facilities, free cash flow remains negative and liquidity deteriorates. LSB's SGL-3 reflects its adequate liquidity position. Pro forma for the add-on note issuance, the company had $64 million of cash on the balance sheet as of March 31, 2019. The company has a $75 million ABL revolver, which is subject to a borrowing base limitation. The company had about $10 million of borrowings under the revolver and approximately $40.1 million of availability and Moody's expects the company to still have flat to negative free cash flow in 2019. The revolver expires on February 26, 2024 and has a springing 1x fixed charge covenant if availability is less than $7.5 million. LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is a producer of commodity chemicals that are derived from ammonia (nitrogen fertilizers, nitric acid and ammonium nitrate). LSB owns and operates three facilities in El Dorado, Arkansas, Cherokee, Alabama and Pryor, Oklahoma. The company also operates a Baytown, Texas, facility on a contractual basis for Covestro AG (Baa1 stable). The company generated sales of $372 million in the twelve months ended March 31, 2019. LUBY'S INC: Roy Camberg is New General Counsel ---------------------------------------------- Peter Tropoli had resigned from Luby's, Inc. and is no longer the general counsel and corporate secretary of the Company effective June 13, 2019. Additionally, the board of directors of the Company appointed Roy Camberg as general counsel and corporate secretary of the Company, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Luby's Houston, Texas- based Luby's, Inc. (NYSE: LUB) -- http://www.lubysinc.com/-- operates 136 restaurants nationally as of March 13, 2019: 81 Luby's Cafeterias, 54 Fuddruckers, one Cheeseburger in Paradise restaurants. Luby's is the franchisor for 102 Fuddruckers franchise locations across the United States (including Puerto Rico), Canada, Mexico, Colombia, and Panama. Luby's Culinary Contract Services provides food service management to 33 sites consisting of healthcare, corporate dining locations, sports stadiums, and sales through retail grocery stores. Luby's reported a net loss of $33.56 million for the year ended Aug. 29, 2018, compared to a net loss of $23.26 million for the year ended Aug. 30, 2017. As of March 13, 2019, the Company had $197.58 million in total assets, $82.49 million in total liabilities, and $115.08 million in total shareholders' equity. Grant Thornton LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Aug. 29, 2018, noting that the Company sustained a net loss of approximately $33.6 million and net cash used in operating activities of approximately $8.5 million. The Company's term and revolving debt of approximately $39.5 million is due May 1, 2019. The Company was in default of certain debt covenants of its term and revolving credit agreements maturing on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the existing events of default resulting from any breach of certain financial covenants or the limitation on maintenance capital expenditures, in each case that may have occurred during the period from and including May 9, 2018 until Aug. 24, 2018, and any related events of default. Additionally, the lenders agreed to waive the requirements that the Company comply with certain financial covenants until Dec. 31, 2018, at which time the Company will be in default without an additional waiver or alternative financing. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. MATAWAN ACQUISITION: Seeks to Hire Eugene D. Roth as Counsel ------------------------------------------------------------ Matawan Acquisition, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Office of Eugene D. Roth, as counsel to the Debtor. Matawan Acquisition requires Eugene D. Roth to: a. advise the Debtor as to its rights and obligations as a debtor-in-possession; b. appear for the Debtor-in-Possession before the bankruptcy court; and c. assist in formulating and filing a plan of reorganization and negotiate with creditors. Eugene D. Roth will be paid at these hourly rates: Attorneys $475 Legal Assistants $95 Eugene D. Roth will be paid a retainer in the amount of $10,000. Eugene D. Roth will also be reimbursed for reasonable out-of-pocket expenses incurred. Eugene D. Roth, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Eugene D. Roth can be reached at: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH 2520 Hwy 35, Suite 307 Manasquan, NJ 08736 Tel: (732) 292-9288 Fax: (732) 292-9303 E-mail: erothesq@gmail.com About Matawan Acquisition Matawan Acquisition, LLC, based in Matawan, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-18576) on April 29, 2019. In the petition signed by Ronak Shah, managing member, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Michael B. Kaplan oversees the case. Eugene D. Roth, Esq., at the Law Office of Eugene D. Roth, serves as bankruptcy counsel to the Debtor. MEDICAL DEPOT: Moody's Lowers CFR to Caa2, Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded Medical Depot Holdings, Inc.'s Corporate Family Rating to Caa2 from Caa1. Moody's also downgraded the company's Probability of Default Rating to Caa2-PD from Caa1-PD, its first lien credit facilities to Caa2 from Caa1 and its second lien term loan to Ca from Caa3. The outlook is stable. The downgrade reflects Moody's view that Drive's capital structure is unsustainable absent significant improvement in operating performance. Adjusted debt/EBITDA (based on management's adjusted EBITDA) exceeded 12 times for the twelve months ended March 31, 2019. At the same time, the company's liquidity has weakened given sustained negative free cash flow and increased utilization of its revolving credit facility. This is due to the cash costs associated with restructuring activities and weaker operating performance. The downgrade also reflects the narrowing window for Drive to meaningfully improve performance ahead of the January 2022 expiration of its revolving credit facility and January 2023 maturity of its first lien term loan. The following ratings were downgraded: Downgrades: Issuer: Medical Depot Holdings, Inc. Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD Corporate Family Rating, Downgraded to Caa2 from Caa1 Senior Secured 1st Lien Bank Credit Facility, Downgraded to Caa2 (LGD3) from Caa1 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Downgraded to Ca (LGD6) from Caa3 (LGD6) Outlook Actions: Issuer: Medical Depot Holdings, Inc. Outlook, Stable Rating Rationale Drive's Caa2 rating reflects it high leverage with debt/EBITDA exceeding 12 times and weakening liquidity profile as cash flow deficits have been primarily funded by higher drawings under its revolving credit facility. Moody's expects liquidity will remained constrained as cash flow will remain pressured for the next couple of quarters. Moody's believes free cash flow will approach break-even levels by late 2019 as cash restructuring costs ease and the company reverses an unanticipated build in inventory. Drive's ratings reflect its credible market in the durable medical equipment sector with revenues of around $900 million. The company is also well diversified by distribution channel with sales through e-commerce sites, large retailers and durable medical distributors. The outlook is stable, as Drive's default probability is appropriately captured at the current rating level. Ratings could be upgraded if the company makes meaningful progress reducing leverage and improving liquidity such that the prospects for a successful refinancing improve ahead of the maturity of its existing credit facilities. Ratings could be downgraded if operating performance weakens, liquidity erodes, or the probability of a default, including by way of a transaction that Moody's would deem a distressed exchange, were to rise. Based in Port Washington, New York, Medical Depot is a global manufacturer of durable and home medical equipment. The company manufactures and distributes mobility products (wheelchairs, canes, walkers and rollators), respiratory products (oxygen concentrators and nebulizers), specialty beds, bath and personal care products, and sleep apnea devices and other products. The company's products are principally sold to patients through homecare dealers, wholesalers, retailers, home shopping related businesses and e-commerce companies. Medical Depot is owned by private-equity firm Clayton, Dubilier & Rice ("CD&R"). Revenues are approximately $900 million. MICHAELS STORES: Moody's Rates $500MM Sr. Unsecured Notes B1 ------------------------------------------------------------ Moody's Investors Service assigned a B1 to Michaels Stores, Inc.'s proposed 8 year $500 million senior unsecured note offering. The net proceeds plus $10 million cash on hand will be used to repay the company's existing $510 million senior subordinated notes due 2020. Moody's affirmed Michaels' Ba2 Corporate Family rating, Ba2-PD Probability of Default ratings, and Ba2 senior secured rating. The notes will be guaranteed by Michael's existing and future domestics subsidiaries to the extent such entity is a guarantor under the existing senior secured credit facility. The new note rating is subject to review of final documentation. The company's Speculative Grade Liquidity rating was affirmed at SGL-1 and the outlook is stable. "This refinancing extends Michael's debt maturity ladder in a leverage neutral transaction thereby improving the company's overall credit profile". While operating income will be pressured this year due to soft demand and higher costs, Moody's expects adjust debt/EBITDA and interest coverage to remain about 3.7x and 3.0x respectively. Outlook Actions: Issuer: Michaels Stores, Inc. Outlook, Remains Stable Affirmations: Issuer: Michaels Stores, Inc. Probability of Default Rating, Affirmed Ba2-PD Corporate Family Rating, Affirmed Ba2 Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Speculative Grade Liquidity Rating, Affirmed SGL-1 Assignments: Issuer: Michaels Stores, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE Michaels Stores, Inc.'s ("Michaels", Ba2 stable) credit profile is supported by the company's scale and strong market position (in terms of number of stores) as the established leader in the highly fragmented arts and craft segment of retail. Michaels' has a demonstrated track record of relatively stable revenues and margins that have averaged in the low to mid-teens over the past five years. Liquidity is very good, with solid positive free cash flow generation, no near term debt maturities, and access to an $850 million asset-based revolver to support seasonal working capital requirements. Moody's expects debt/EBITDA will remain slightly above the company's stated 2.5x -- 3.0x range, (roughly 3.25x -- 3.75x on a Moody's adjusted basis). The credit profile considers modest business risk associated with the highly seasonal nature of Michaels' product sales, exposure to categories that are more sensitive to economic conditions (such as seasonal décor and custom framing), and competition from two other privately held arts and craft chains and big box retailers. Michaels faces some operating margin pressure due to sluggish demand from the casual crafter, promotional activity, the need to absorb tariffs, high distribution costs and strategic investments. The stable outlook reflects its view that Michaels will be able to maintain leverage and coverage metrics around current levels and that management will adhere to its financial policy target. Ratings could be upgraded if Michaels generates profitable growth with operating margins in the mid-teens, debt/EBITDA sustained below 3.0 times, EBIT/interest expense above 4.25 times, and evidence that financial policy will align with maintaining credit metrics at the levels noted. Factors that could lead to a downgrade include more aggressive leverage targets, debt/EBITDA sustained above 4.0 times or EBIT/interest sustained below 3.0 times. Michaels Stores, Inc. is a wholly-owned subsidiary of Michaels Companies, Inc., the largest dedicated arts and crafts specialty retailer in North America based on number of stores operated. The company operate more than 1250 stores in 49 states and generates revenues of approximately $5.2 billion for the latest twelve months ended May 4, 2019. The company primarily sells general and children's crafts, home décor and seasonal items, framing and scrapbooking products. Michaels Companies, Inc., is publicly traded, but remains approximately 46% owned by affiliates of Bain Capital Partners, LLC and The Blackstone Group, L.P., who acquired the company in 2006. MITE LLC: HBW Properties Objects to Disclosure Statement -------------------------------------------------------- Creditor HBW Properties, Inc., D/B/A HBW Group, a secured creditor, objects to the Proposed Disclosure Statement explaining Mite, LLC's Chapter 11 Plan. The Creditor complains that the Proposed Disclosure Statement is inadequate as it fails to address repayment of the debt due HBW Group. The Creditor further points out that in the scant information provided, the Proposed Disclosure Statement and the Debtor's Proposed Plan of Reorganization do not provide a feasible plan for reorganization because the assumptions on which they are based are not credible. According to the Creditor, because Rabbi Bacharach is the sole owner of both the tenant and landlord, these efforts constitute self-dealing and are not a genuine effort to increase the Debtor's profitability. Attorneys for HBW Group: Jennifer A. Mahar, Esq. Smith Pachter McWhorter PLC 8000 Towers Crescent Drive, Suite 900 Tysons Corner, VA 22182 Tel: (703) 847-6300 Email: jmahar@smithpachter.com About Mite, LLC Mite, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 18-19966) on July 27, 2018. In the petition signed by I. David Bacharach, managing member, the Debtor estimated under $50,000 assets and under $1 million in liabilities. The Debtor is represented by David J. Kaminow, Esq., at Inman Kaminow, P.C. MITE LLC: Sandy Spring Bank Objects to Disclosure Statement ----------------------------------------------------------- Sandy Spring Bank, successor in interest to WashingtonFirst Bank, objects to the Proposed Disclosure Statement explaining Mite, LLC's Chapter 11 Plan. The Lender complains that it is unclear from the Disclosure Statement or Plan whether the Debtor classifies the Lender's claim as impaired, and whether the Lender's allowed claim would include default interest, attorneys' fees or other collection costs incurred by the Lender post-petition. The Lender points out that the Plan, however, does not appear to include the Rabbi's equity interest claim as a class of claims. The Lender also complains that the Disclosure Statement filed by the Debtor in this case is woefully inadequate and fatally flawed in numerous respects. These deficiencies fall into two primary categories: (a) first, the Disclosure Statement fails to supply creditors certain critical information necessary for creditors to make an informed decision on how to vote on the Plan; and (b) second, the Disclosure Statement describes a proposed Plan which contains provisions that violate 11 U.S.C. Section 1129 rendering the Plan unconfirmable on its face. The Lender asserts that at the outset, the Debtor appears to be misleading the Court and creditors regarding its lease with Beechcraft. According to the Lender, a close review of the Debtor’s Disclosure Statement and related Plan underscores the inadequacy of the information provided therein, as the Debtor's Disclosure Statement contains very little, if any, analysis regarding the feasibility of the Debtor's proposed Plan. The Lender points out that the Disclosure Statement contains 23 pages of primarily form language and very little actual information necessary for creditors to make an informed decision and, therefore, approval of the Disclosure Statement should be denied. The Lender further points out that the Plan fails to (i) classify the Rabbi's equity interest claim, even though the Disclosure Statement sets forth payment terms; or (ii) identify whether Lender's claim is impaired. The Lender asserts that to make matters worse, the Debtor's "income" during this case has been supplemented in large part by the Rabbi, who has contributed "gifts" in the aggregate amount of $120,668. The Lender complains that the Debtor simply asks the Court and creditors to have faith that the Debtor will be able to reverse its prolonged slide into further debt by obtaining new business from lost clients. Attorneys for Sandy Spring Bank: Michael C. Bolesta, Esq. GEBHARDT & SMITH LLP One South Street, Suite 2200 Baltimore, Maryland 21202 Email: (410) 385-5071 About Mite, LLC Mite, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 18-19966) on July 27, 2018. In the petition signed by I. David Bacharach, managing member, the Debtor estimated under $50,000 assets and under $1 million in liabilities. The Debtor is represented by David J. Kaminow, Esq., at Inman Kaminow, P.C. MITE LLC: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------ John P. Fitzgerald, III, Acting United States Trustee for Region 4, objects to the Proposed Disclosure Statement explaining Mite, LLC's Chapter 11 Plan. The United States Trustee complains that the Disclosure Statement cannot be approved because it fails to address completely or accurately the following factors: (1) A complete description of the available assets and their value. (2) The anticipated future income of the debtor, with accompanying financial projections. (3) The condition and performance of the debtor while in chapter 11. (4) Information regarding claims against the estate, including those allowed, disputed, and estimated. (5) A liquidation analysis setting forth the estimated return that creditors would receive under chapter 7. The United States Trustee points out that what is even more troubling is the Disclosure Statement's assertion that the Debtor has been involved in these legal proceedings post-petition. The United States Trustee asserts that the Disclosure Statement does not provide adequate information about the Debtor's future income and expenses during the life of the Plan. The United States Trustee complains that Creditors cannot evaluate the Debtor's future or post-petition income and expenses because the Debtor has submitted no budget. According to the United States Trustee, the lack of a budget is particularly critical because the Debtor's financial history -- as documented by its Monthly Operating Reports -- shows that the Debtor has been operating at a loss since the beginning of the case. The United States Trustee further points out that the Debtor proposes to pay unidentified members of equity although the class of general unsecured creditors concededly will not be paid in full. About Mite, LLC Mite, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 18-19966) on July 27, 2018. In the petition signed by I. David Bacharach, managing member, the Debtor estimated under $50,000 assets and under $1 million in liabilities. The Debtor is represented by David J. Kaminow, Esq., at Inman Kaminow, P.C. MONITRONICS INTERNATIONAL: Reaches Forbearance Deal with Lenders ---------------------------------------------------------------- Monitronics International, Inc., on June 14, 2019, entered into a forbearance and limited waiver to credit agreement with Bank of America N.A., as administrative agent under that certain Credit Agreement dated as of March 23, 2012, by and among the Company, the Administrative Agent, and the lenders, and other specified loan parties to the Credit Agreement. Pursuant to the Forbearance Agreement, the Forbearance Parties agree to (i) refrain from exercising their rights and remedies under the Credit Agreement and related loan documents with respect to the Specified Defaults and (ii) waive certain conditions precedent to credit extensions under the Credit Agreement (solely to the extent that such condition would not be satisfied due to the occurrence and continuance of a Specified Default) until the earlier of (a) July 3, 2019, or (b) the occurrence of a Forbearance and Limited Waiver Termination Event. A "Specified Default" means (i) any default or event of default under the Credit Agreement arising due to the failure of the Company to satisfy the requirement of Section 6.01(a) of the Credit Agreement that the report and opinion of an independent certified public accountant delivered with respect to the financial statements of the Company as at the end of the fiscal year ended Dec. 31, 2018, not include an explanatory paragraph expressing substantial doubt about the ability of the Company or other loan parties to continue as a going concern or any qualification or exception as to the scope of such audit, (ii) any default or event of default under Section 8.01(b) of the Credit Agreement, resulting from the Consolidated Senior Secured Eligible RMR Leverage Ratio (as defined in the Credit Agreement) exceeding the limit specified in Section 7.11(c) of the Credit Agreement as of the fiscal quarter ended March 31, 2019, and (iii) any default or event of default under Section 8.01(e) of the Credit Agreement, resulting from the Company's failure to make the interest payment due on April 1, 2019, under its 9.125% Senior Notes due 2020. A "Forbearance and Limited Waiver Termination Event" means: (i) the occurrence of any default or event of default under the Credit Agreement other than the Specified Defaults; (ii) the failure of the Company to comply with any of the terms and requirements of the Forbearance Agreement; (iii) the acceleration of the Senior Notes, (iv) any action by the trustee under the Senior Notes and/or any holder of the Senior Notes to exercise rights or remedies pursuant to the indenture governing the Senior Notes after an event of default under such indenture; (v) any direction by the Required Lenders (as defined in the Credit Agreement) that the Administrative Agent exercise any rights or remedies pursuant to Section 8.02 of the Credit Agreement; (vi) any action by any loan party, or any of their officers, directors, shareholders or affiliates of the Company to assert any claim against the Administrative Agent or the lenders under the Credit Agreement; (vii) the termination of that certain Restructuring Support Agreement dated as of May 20, 2019, for any reason; or (viii) any modification to the RSA that materially and adversely impacts the proposed treatment of the Revolving Credit Lenders (as defined in the Credit Agreement) or the legal or equitable rights of the Revolving Credit Lenders. About Monitronics Headquartered in the Dallas-Fort Worth area, Monitronics provides security alarm monitoring services to approximately 900,000 residential and commercial customers as of March 31, 2019. Ascent Capital Group, Inc., is a holding company that owns Monitronics International, Inc., doing business as Brinks Home Security. Monitronics reported a net loss of $678.8 million for the year ended Dec. 31, 2018, compared to a net loss of $111.29 million for the year ended Dec. 31, 2017. As of March 31, 2019, Monitronics had $1.33 billion in total assets, $1.95 billion in total liabilities, and a total stockholders' deficit of $623.8 million. KPMG LLP, in Dallas, Texas, the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has substantial indebtedness classified within current liabilities that raises substantial doubt about its ability to continue as a going concern. * * * In April 2019, S&P Global Ratings lowered the issuer credit rating on Monitronics International Inc. to 'SD' from 'CC'. The downgrade follows Monitronics' election not to make an approximately $26.7 million in interest on its 9.125% unsecured notes due 2020. In April 2019, Moody's Investors Service downgraded Monitronics' Corporate Family Rating to 'Ca' from 'Caa2'. The downgrade reflects the Company's near-term debt maturities and the high likelihood of a default event under Moody's definition in the near term. MUNDO MEDIA: Chapter 15 Case Summary ------------------------------------ Four affiliates that have filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Mundo Media Ltd. 19-11365 120 East Beaver Creek Road Suite 200 Richmond Hill, ON L4B 4V1 Canada 2538853 Ontario Ltd. 19-11366 M Zone Marketing Inc. 19-11367 AppThis Holdings, Inc. 19-11368 Business Description: Mundo Media offers online media content and research services to advertisers in Canada. Foreign Proceeding: Receivership of Mundo Ltd., et al., CV-19-00617777-00CL, in the Ontario Superior Court of Justice, Commercial List Chapter 15 Petition Date: June 18, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Karen B. Owens Foreign Representative: Stuart Clinton Senior Vice President ERNST & YOUNG INC. 100 Adelaide Street West Toronto, ON M5H 0B3 Canada Foreign Representative's Counsel: Derek C. Abbott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 Tel: (302) 658-9200 Fax: 302-658-3989 E-mail: dabbott@mnat.com - and - Matthew B. Harvey, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL, LLP 1201 North Market Street P.O. Box 1347 Wilmington, DE 19899-1347 Tel: 302-351-9393 Fax: 302-225-2571 E-mail: mharvey@mnat.com - and - Paige Noelle Topper, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL, LLP 1201 N. Market Street Wilmington, DE 19801 Tel: 302-658-9200 Fax: 302-658-3989 E-mail: ptopper@mnat.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of Mundo Media's petition is available for free at: http://bankrupt.com/misc/deb19-11365.pdf NEXSTAR BROADCASTING: Moody's Affirms B1 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service affirmed the B1 corporate family rating and B1-PD probability of default rating of Nexstar Broadcasting, Inc. Moody's also assigned Ba3 ratings to the proposed $700 million Term Loan A and $3,040 million Term Loan B and a B3 to the proposed $1,120 million in senior unsecured notes due 2027. Moody's also affirmed the Ba3 rating on the existing senior secured facilities , the B3 on the existing senior unsecured notes and the SGL-2 speculative grade liquidity rating. The outlook is stable. The additional debt will be used along with around $1.4 billion of cash to finance the purchase of Tribune Media Company (B1, stable) (Tribune) for a total consideration of around $6.4 billion (post-divested stations). The transaction is expected to close in Q3 2019 and the proceeds from the new unsecured notes will be held in escrow until then. Assignments: Issuer: Nexstar Broadcasting, Inc. Senior Secured Term Loan A, Assigned Ba3 (LGD3) Senior Secured Term Loan B, Assigned Ba3 (LGD3) Gtd Senior Unsecured Global Notes, Assigned B3 (LGD5) Affirmations: Issuer: Media General Financing Sub, Inc Senior Unsecured Global Notes, Affirmed B3 (LGD5) Issuer: Mission Broadcasting, Inc. Senior Secured Term Loan B3, Affirmed Ba3 (LGD3) Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD3) Issuer: Nexstar Broadcasting, Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Term Loan A4, Affirmed Ba3 (LGD3) Senior Secured Term Loan B3, Affirmed Ba3 (LGD3) Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD3) Gtd Senior Unsecured Global Bonds, Affirmed B3 (LGD5 from LGD6) Outlook Actions: Issuer: Nexstar Broadcasting, Inc. Outlook, Remains Stable RATINGS RATIONALE The affirmation of the B1 CFR reflects the company's improved business profile following the acquisition which offsets the weakening in financial metrics resulting from the additional debt. With pro-forma 2019 revenues estimated by Moody's at around $4.1 billion post divestitures, Nexstar will be the largest local US TV broadcaster by revenue. The addition of Tribune's channels adds a portfolio of quality assets in strong Designated Market Areas (DMA): it adds 12 stations in the top 25 DMAs, and 20 in the top 50. The improved geographic reach diversifies reliance on local economies and advertising demand and positions the company strongly to benefit from political advertising revenue which is expected at record levels in 2020 in the run up to the presidential election. Pro-forma for the acquisition, 2019 Moody's adjusted leverage (two year average and including synergies) is expected to increase to around 5.6x from 4.4x at year end 2018. The company is committed to reducing leverage over the next 18 months and its board has paused its planned share buyback program to refocus free cash flow towards debt repayment. Given the strong free cash flow generation ability of the company (on a pro-forma basis $1.2 billion in 2018) and the expectations that 2020's political ad spend will outperform 2018's, Moody's expects the company to reduce leverage rapidly after the transaction so that Moody's adjusted leverage (on a two year average and including synergies) declines to around 5x by year end 2020. Following the acquisition, Nexstar will have the widest coverage out of all local broadcasting peers with reach of 39% of the US population (including UHF discount). This is the maximum currently allowed under FCC rules for a single broadcaster and limits any future material M&A transactions involving broadcast stations. Nexstar expects to generate around $160 million of synergies in the first year after the Tribune acquisition split between $85 million of cost savings which Moody's expects to be straightforward to achieve and $75 million of contractual retransmission-fee step-ups. The company has a good liquidity profile supported by its $175 million revolver which Moody's expects will remain mostly undrawn. There is a first lien net leverage maintenance covenant which the company is expected to be well in compliance with over the next 18 months. The company generates high free cash flow which Moody's expects will be mostly used to reduce debt in 2019 and 2020. Nexstar's B1-PD PDR, at the same level as the CFR, reflects its assumption of a 50% recovery rate, as is customary for capital structures made up of a mixed priority of claims. The capital structure also includes unrated claims for trade payables and lease rejection claims. The senior secured facilities are rated Ba3, on notch above the CFR given their secured, priority first lien claim on material owned property and assets and substantial lift provided by the senior unsecured facilities which are rated B3, two notched below the CFR reflecting the material amount of claims ranking ahead of them. Rationale for the stable outlook The stable outlook on the ratings reflects Moody's expectations that Nexstar can and will rapidly reduce leverage to levels more in line with its B1 rating such that at year end 2020 Moody's adjusted leverage will be around 5x. The stable outlook also reflects Moody's expectations that the company will not engage in further material M&A in that time frame. Factors That Could Lead to an Upgrade Positive pressure on the ratings could develop should Moody's adjusted leverage (on a two year average) improve to below 4.5x on a sustainable basis and should the company maintain Moody's adjusted free cash flow to debt (on a two year average) in the high single digit percentage. Factors That Could Lead to an Downgrade Negative ratings pressure could develop should the company's Moody's adjusted leverage (on a two year average) increase above 5.5x on a sustained basis or should the company's liquidity weaken materially. NORBOND INC: Moody's Rates New $350MM Sec. Notes 'Ba1' ------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to Norbord Inc.'s new $350 million senior secured notes offering. Norbord intends to use the net proceeds of this offering to redeem the $240 million 5.375% senior secured notes that mature in 2020 and the remaining proceeds will be used for general corporate purposes. The company's Ba1 corporate family rating, Ba1-PD probability of default rating and SGL-1 liquidity rating are unchanged. The outlook is stable. Assignments: Issuer: Norbord Inc. $350 million Senior Secured Notes, Assigned Ba1 (LGD3) RATINGS RATIONALE Norbord Inc. (Ba1 stable) benefits from its leading market share (29%) in North American oriented strand board (OSB) manufacturing, an increasing presence in the more stable European OSB market (third largest producer with 10% market share), strong liquidity, low cost assets and normalized leverage (adjusted debt to EBITDA) of 1.8x using 6 year average EBITDA and current debt levels. Norbord is constrained by the volatility of the North American OSB market and the company's exclusive focus on that product. The company's financial performance is significantly influenced by OSB pricing, which is among the most volatile commodity grades in the paper and forest products industry. Norbord's leverage has exceeded 8x during low OSB pricing periods like 2014 and 2015 and has reduced it below 1x in stronger markets such as 2017 and 2018. Moody's expects the company's leverage will be about 3x over the next 12 months as OSB prices decline (new supply will exceed demand) and demand growth moderates as US housing starts and renovation and remodeling activities level off after several years of growth. Norbord has strong liquidity (SGL-1), with about $240 million of liquidity and about $55 million of cash uses in next 4 quarters. Norbord had a cash balance of $2 million (March 2019) and $237 million availability on its $245 million revolving credit facility (undrawn at March 2019, with $8 million of letters of credit) that matures in May 2021 and no availability (March 2019) under its $125 million accounts receivable securitization facility (the program has an evergreen commitment that is subject to termination on 12 months' notice), compared to Moody's estimate of about $55 million of free cash usage in next the next 4 quarters and no significant debt maturities until 2023. Pro forma for the bond offering, Norbord's cash position and total liquidity increases to about $100 million and $340 million respectively. The company's net debt to capitalization was 34% as of March 2019, against a covenant maximum of 65%, and the company's tangible net worth was $1,107 million against a threshold of $500 million. The stable outlook reflects its view that Norbord will be able to maintain good operating performance and liquidity through volatile industry conditions. Moody's expects Norbord's operating earnings will decline over the next 12 to 18 months, as average OSB prices ease from higher than normal levels in 2018 (as the ramp up of new supply exceeds demand growth). This will be partially offset by increased earnings from Norbord's growing European panel businesses. The rating could be upgraded if the company is able to reduce the volatility of the financial performance through additional product (OSB currently represents 90% of capacity) or geographic diversification (Europe currently represents 23% of sales), maintain strong leverage (RCF minus capex /TD) above 12% (-7% March 2019) and debt to EBITDA below 3x (1.1x March 2019, adjusted per Moody's standard definitions) on a sustainable basis. The rating could be downgraded if the company's liquidity deteriorates or if Moody's expects debt to EBITDA above 4x (1.1x March 2019) for a sustained period. NXT ENERGY: Incurs CAD1.8-Mil. Net Loss for Quarter Ended March 31 ------------------------------------------------------------------ NXT Energy Solutions Inc. filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of CAD1,763,320 on CAD0 of revenue for the three months ended March 31, 2019, compared to a net loss and comprehensive loss of CAD1,954,650 on CAD0 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of CAD27,390,346, total liabilities of CAD4,938,422, and CAD22,451,924 in total shareholders' equity. The Company said that there is substantial doubt about NXT's ability to continue as a going concern within one year after the date that the financial statements have been issued. The Company further stated, "As a result of the extended duration between revenue bearing contracts, NXT's balance of Current Assets less Current Liabilities has been declining since the closing of the first tranche of the Private Placement on February 2018. As a result, the Company's current cash position is not expected to be sufficient to meet its obligations for the 12 month period beyond the date that these financial statements have been issued. With the Nigerian SFD(R) survey, the Company's cash position will improve if contract milestones are delivered by the Company and payments for those milestones are made as per contract terms. Given the risks associated with the international receivables though the Company feels it cannot, with significant certainty, be assured that all revenues will be collected on the Nigerian SFD(R) survey at this early date. Notwithstanding, an advanced payment totaling $1,000,000 United States dollars has been received in the second quarter of 2019 for the Survey. "The Company is also taken future steps to reduce costs which include evaluating alternatives to reduce aircraft and office costs. In addition, the Advisory Board has been suspended indefinitely and staffing costs are being reduced with new Human Resource policies. If required, further financing options that may or may not be available to the Company include issuance of new equity, debentures or bank credit facilities. The need for any of these options will be dependent on the timing of securing new contracts and obtaining financing terms that are acceptable to both the Company and the financier. "NXT continues to develop its pipeline of opportunities to secure new revenue contracts. However, the Company's longer-term success remains dependent upon its ability convert these opportunities into successful contracts and to continue to attract new client projects and expand the revenue base to a level sufficient to exceed fixed operating costs and generate positive cash flow from operations. The occurrence and timing of these events cannot be predicted with certainty." A copy of the Form 10-Q is available at: https://is.gd/r9U7R8 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. OBITX INC.: Has $2.1-Mil. Net Loss for Year Ended Jan. 31, 2019 --------------------------------------------------------------- OBITX, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $2,119,785 on $103,787 of sales for the year ended Jan. 31, 2019, compared to a net income of $688,735 on $1,342,056 of sales for the year ended in 2018. The audit report of Dov Weinstein & Co. C.P.A. states that the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company's balance sheet at Jan. 31, 2019, showed total assets of $2,863,713, total liabilities of $851,382, and a total stockholders' equity of $2,012,331. A copy of the Form 10-K is available at: https://is.gd/JbKPYX OBITX, Inc., publishes and generates textual, audio, and/or video content on the Internet, and operate web sites that use a search engine to generate and maintain extensive databases of internet addresses and content. The Company earns revenue through social media advertising, fees, and services. The Company was incorporated in the State of Delaware on March 30, 2017 originally under the name GigeTech, Inc. On October 31, 2017 the Company changed its name to OBITX, Inc., and updated its Articles of Incorporation through unanimous consent of its shareholder, MCIG. The Company is headquartered in Jacksonville, Florida. P-D VALMIERA GLASS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: P-D Valmiera Glass USA Corp. fka Valmiera Glass USA Corp. 168 Willie Paulk Pkwy Dublin, GA 31021 Business Description: P-D Valmiera Glass USA Corp. -- www.valmiera-glass.com -- manufactures fiberglass and fiberglass products. Chapter 11 Petition Date: June 17, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 19-59440 Judge: Hon. Paul W. Bonapfel Debtor's Counsel: Ashley Reynolds Ray, Esq. SCROGGINS & WILLIAMSON, P.C. One Riverside, Suite 450 4401 Northside Parkway Atlanta, GA 30327 Tel: (404) 893-3880 Fax: (404) 893-3886 E-mail: aray@swlawfirm.com - and - J. Robert Williamson, Esq. SCROGGINS & WILLIAMSON, P.C. One Riverside, Suite 450 4401 Northside Parkway Atlanta, GA 30327 Tel: (404) 893-3880 Fax: (404) 893-3886 E-mail: rwilliamson@swlawfirm.com centralstation@swlawfirm.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Joeran Pfuhl, CEO. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb19-59440.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. LBBW $3,013,148 1185 Avenue of the Americas 41st Floor New York, NY 10036 Lutz Feldmann Email: lutz.feldmann@lbbwus.com 2. Kajima Building & Design Group $2,574,832 3490 Piedmont Road, Suite 900 Atlanta, GA 30305 Jeff Stiner Email: stinerj@kbdgroupusa.com 3. Etimine USA Inc. $1,592,588 1 Penn Center West, Suite 400 Pittsburgh, PA 15276 Megan Marano Email: mmarano@etimineusa.com 4. Dublin-Laurens Cty $1,280,714 Dev Auth 1200 Bellevue Ave Dublin, GA 31021 Beth Crumpton Email: bcrumpton@dlcda.com 5. Kartash Inc. $637,364 50 Court Street, Suite 710 Brooklyn, NY 11201 Edward Kartashevsky Email: edward@kartash.com 6. Saurer Technologies $597,666 Manag GmbH 60 Weeserweg Krefeld, Germany D47804 Jim Slaten Email: jim.slaten@saurer.com 7. Saxonia Edellmetalle GnbH $315,592 5 Erzstarsse Halsbruecke, Germany D09633 Merker Sabine Email: merker@saxonia.de 8. Airgas USA LLC $308,388 Oxygen 259 N. Radnor-Chester Road Radnor, PA 19087 Traci Bullock Email: traci.bullock@airgas.com 9. Dietze&Schell $302,198 Maschinenfabrik Karchestrasse 1 Coburg, Germany D96450 Oliver Goeckel Email: oliver.goeckel@dietze-schell.de 10. Southeastern Paper Group $283,826 PO Box 890673 Charlotte, NC 28289 Jeff Small Email: jsmall@sepapergroup.com 11. City of Dublin $271,644 PO Box 690 Dublin, GA 31040 Michael Clay Email: claym@dlcga.com 12. Allen Lund Company $240,490 4529 Angles Crest Hwy Suite 300, La Canada Flintridge, CA 91011 Dusty Walker Email: dusty.walker@allenlund.com 13. Georgia Power $234,540 241 Ralph McGill Blvd Atlanta, GA 30308 Steve Chapman Email: sdchapma@southerncompany.com 14. Smith, Gambrell & Russell $163,579 1230 Peachtree Street, Suite 3100 Atlanta, GA 30309 Michelle Snyder Email: msnyder@sgrlaw.com 15. Slochem Trade s.r.o. $160,992 Farsky Mlyn 2 Trnava, Slovakia 91701 Fax: 421 33 5522 572 16. Evans Disposal Service Inc. $152,104 PO Box 910 Dublin, GA 31040 Skip Evans Email: trashman7317@aol.com 17. B-H Transfer Co $143,000 PO Box 151 Sandersville, GA 31082 Jackie Kitchens Email: jkitchens@b-htransfer.com 18. Active Minerals $137,390 International 121 Milledgeville Road Gordon, GA 31031 Wayne Bentley Email: w.bentley@activeminerals.com 19. Kemira Oyi $132,310 Eneriakatu 4 PO Box 330 Helsinki, Finland 00180-0000 Phil Wayco Email: phil.wayco@kemira 20. AmTrust North $117,445 America Inc PO Box 93833 Cleveland, OH 44101 Will Robison (Agent) Email: will.robison@marshmma.com PARADOX ENTERPRISES: Hires Kious Rodgers as Counsel --------------------------------------------------- Paradox Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Kious Rodgers Barger Holder & King, PLLC, as counsel to the Debtor. Paradox Enterprises requires Kious Rodgers to: a. advise and represent the Debtor during the filing of its case for relief with the Bankruptcy Court and during the subsequent proceedings; b. prepare and file with the Bankruptcy Court all necessary and appropriate documents in connection with the initiation and operation of the Debtor's Chapter 11 Case; and c. assist in any other matters that may arise in connection with the Debtor's Chapter 11 Case. Kious Rodgers will be paid at these hourly rates: Partners $250 Associates $200 Paraprofessionals $100 The Debtor paid Kious Rodgers a retainer in the amount of $10,000 on May 7, 2019. Kious Rodgers earned fees and incurred reimbursable expenses on account of his bankruptcy related services in the aggregate amount of $6,537.50. Kious Rodgers will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason N. King, partner of Kious Rodgers Barger Holder & King, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kious Rodgers can be reached at: Jason N. King, Esq. KIOUS RODGERS BARGER HOLDER & KING, PLLC 503 North Maple Street Murfreesboro, TN 37130 Tel: (615) 895-5566 Fax: (615) 895-8452 E-mail: jking@krbhk.com About Paradox Enterprises, LLC Paradox Enterprises, LLC, based in Manchester, Tennessee, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 19-12162) on May 24, 2019. The Hon. Shelley D. Rucker presides over the case. Jason N. King, Esq., at Kious Rodgers Barger Holder & King, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Eric Shelley, owner. PG&E CORP: Akin Gump Represents Unsecured Noteholders ----------------------------------------------------- In the Chapter 11 proceedings of PG&E Corp and Pacific Gas and Electric Company, the Ad Hoc Group of Senior Unsecured Noteholders of Pacific Gas, through counsel Akin Gump Strauss Hauer & Feld LLP, submitted a verified statement pursuant to F.R.B.P. Rule 2019. As of March 5, 2019, members of the Ad Hoc Committee and their disclosable economic interests are: 1. Aegon Asset Management 155 North Wacker Drive, Suite 1850 Chicago, IL 60606 * $130,575,000 in Senior Utility Notes 2. Angelo, Gordon & Co., L.P. * $102,400,000 in Senior Utility Notes 3. Apollo Global Management LLC * $217,809,000 in Senior Utility Notes * $35,000,000 in Utility Revolver Loans * $96,750,000 in DIP Term Loans * $32,250,000 in Delayed DIP Term Loans 4. Caspian Capital LP * $67,138,000 in Senior Utility Notes * $15,000,000 in DIP Term Loans * $5,000,000 in Delayed DIP Term Loans * 2,556,375 shares of PG&E Stock * 55,830 shares of 6% Series A Pref. Stock in Utility * 5,208 shares of 5% Series A Pref. Stock in Utility * 19,550 shares of 4.8% Series G Pref. Stock in Utility * 41,058 shares of 4.5% Series H Pref. Stock in Utility 5. CarVal Investors * $86,734,000 in Senior Utility Notes * Call Options in 157,000 shares of PG&E stock 6. Centerbridge Partners LP * $380,463,000 in Senior Utility Notes * $5,000,000 in Utility Revolver Loans * $18,750,000 in DIP Term Loans * $6,250,000 in Delayed DIP Term Loans * 3,550,115 shares of PG&E Stock * 17,457 shares of 6% Series A Pref. Stock in Utility * 63,427 shares of 4.5% Series H Pref. Stock in Utility 7. Citadel Advisors LLC * $387,573,000 in Senior Utility Notes * $10,000,000 in Utility Revolver Loans * 3,258,118 shares of PG&E Stock * Put Options of 300 shares of PG&E Stock * Call Options of 50 shares of PG&E Stock 8. Cyrus Capital Partners, L.P. * $95,687,000 in Senior Utility Notes * 5,000 shares of PG&E Stock 9. Davidson Kempner Capital Management * $706,165,000 in Senior Utility Notes * $55,000,000 in Utility Revolver Loans * 1,800,000 shares of PG&E Stock 10. Deutsche Bank Securities Inc. * $168,798,000 in Senior Utility Notes 11. Diameter Capital Partners LP * $65,859,000 in Senior Utility Notes * 50,000 shares of PG&E Stock * $57,000,000 Utility Revolver Loans * $46,875,000 in DIP Term Loans * $15,625,000 in Delayed DIP Term Loans 12. Elliott Management Corporation * $1,192,540,000 in Senior Utility Notes * Long position in Cash-Settled Equity Swaps of 14,000,000 PG&E shares * Short position in Call Options in 7,000,000 PG&E shares 13. Farallon Capital Management, L.L.C. * $188,044,000 in Senior Utility Notes * $125,000,0000 in Utility Revolver Loans 14. Lord, Abbett & Co, LLC * $136,178,000 in Senior Utility Notes * $75,000,000 in DIP Term Loans 15. Nuveen Alternatives Advisors, LLC * $219,000,000 in Senior Utility Notes 16. Oaktree Capital Management, L.P. * $128,823,000 in Senior Utility Notes * 1,215,000 shares of PG&E Stock * $1,250,000 in Delayed DIP Term Loans * $3,750,000 in DIP Term Loans * $25,000,000 in Utility Revolver Loans * $10,000,000 in Utility Term Loans 17. Och-Ziff Capital Management Group LLC * $328,975,000 in Senior Utility Notes * 112,100 shares of PG&E Stock * Call Options of 1,121 shares of PG&E Stock * Put Options of 1,121 shares of PG&E Stock 18. Pacific Investment Management Company LLC * $1,995,979,000 in Senior Utility Notes * $710,000,000 in DIP Term Loans * $6,000,000 in Credit Default Swaps * $95,000,000 in Utility Term Loans 19. P. Schoenfeld Asset Management LP * $96,447,000 in Senior Utility Notes * 450,000 shares of PG&E Stock 20. Senator Investment Group LP * 108,496,000 in Senior Utility Notes 21. Taconic Capital Advisors LP * $95,873,000 in Senior Utility Notes 22. Third Point LLC * $481,433,000 in Senior Utility Notes 23. TPG Sixth Street Partners, LLC * $335,521,000 in Senior Utility Notes * $10,000,000 in Utility Revolver Loans * 2,440,000 shares of PG&E Stock 24. Varde Partners Inc. * $647,163,000 in Senior Utility Notes As of March 5, 2019, Akin Gump only represents the Ad Hoc Committee and does not purport to represent any other entities. Akin Gump does not represent the Ad Hoc Committee as a "committee". Counsel to the Ad Hoc Committee of Senior Unsecured Noteholders of Pacific Gas: AKIN GUMP STRAUSS HAUER & FELD LLP Michael S. Stamer Ira S. Dizengoff David H. Botter One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: mstamer@akingump.com idizengoff@akingump.com debotter@akingump.com - and - AKIN GUMP STRAUSS HAUER & FELD LLP David P. Simonds 1999 Avenue of the Stars, Suite 600 Los Angeles, California 90067 Tel: (310) 229-1000 Fax: (310) 229-1001 E-mail: dsimonds@akingump.com - and - Ashley Vinson Crawford 580 California Street, Suite 1500 San Francisco, California 94104 Tel: (415) 765-9500 Fax: (415) 765-9501 E-mail: avcrawford@akingump.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORP: Diemer, Willkie Farr Represent Subrogation Holders ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the ad hoc group of subrogation claim holders, who hold liquidated and unliquidated insurance subrogation claims against PG&E Corporation and Pacific Gas Electric Company relating to California wildfires, submitted a verified statement. As of April 17, 2019, the Ad Hoc Group had around 85 members. Members with wildfire related subrogation claims in excess of $30 million are: Name Subrogation Claim ---- ----------------- The Baupost Group LLC $2,568,661,017 Farmers Insurance Exchange affiliate $2,322,288,539 Allstate Insurance Company $888,656,358 Nationwide Mutual Insurance Co. $829,383,325 The Travelers Indemnity Company $664,857,946 Liberty Mutual Insurance Co. affiliates $651,234,287 United Services Automobile Association $532,829,646 Chubb Group $437,285,173 American Int'l Group, Inc. affiliates $309,293,740 Hartford Accident & Indemnity Company $274,155,903 Mercury Insurance and certain affiliates $185,140,436 Great American Insurance Company $81,098,618 QBE Americas, Inc. $80,403,727 Pacific Specialty Insurance Co. $45,259,283 Zurich American Insurance Company $43,971,489 California Casualty Indemnity Exchange $43,856,179 First American Insurance Company $35,511,239 Amica Mutual Insurance Company $35,014,454 Grange Insurance Association $32,399,065 A copy of the April 17, 2019 Rule 2019 filing is available at http://bankrupt.com/misc/PGE_1482_Rule2019.pdf The April Rule 2019 filing amends and replaces the original verified statement filed March 20, 2019. Counsel for the Ad Hoc Group of Subrogation Holders can be reached at: Kathryn S. Diemer, Esq. DIEMER & WEI, LLP 100 West San Fernando Street, Suite 555 San Jose, CA 95113 Tel: 408-971-6270 Fax: 408-971-6271 E-mail: kdiemer@diemerwei.com - and – Matthew A. Feldman, Esq. Joseph G. Minias, Esq. Daniel I. Forman, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019-6099 Tel: (212) 728-8000 Fax: (212) 728-8111 E-mail: mfeldman@willkie.com jminias@willkie.com dforman@wilkie.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORP: Finestone Hayes Represents Aggreko, et al. ----------------------------------------------------- In PG&E Corporation's Chapter 11 case, Finestone Hayes LLP submitted a disclosure pursuant to Federal Rule of Bankruptcy Procedure 2019 regarding its representation of multiple creditors: 1. Aggreko 4607 W. Admiral Doyle Drive New Iberia, LA 70560 2. MCE Corporation 4000 Industrial Way Concord, CA 94522 3. Nor-Cal Pipeline Services 2712 Seaboard Lane Long Beach, CA 90805 4. Roebbelen Contracting, Inc. 1241 Hawks Flight Court El Dorado Hills, CA 95762 The Creditors' claims are marked "TBD", referring to claims of an unknown nature and/or amount. The Creditors' counsel can be reached at: Stephen D. Finestone Jennifer C. Hayes Ryan A. Witthans FINESTONE HAYES LLP 456 Montgomery Street, Floor 20 San Francisco, CA 94104 Tel: (415) 421-2624 Fax: (415) 398-2820 E-mail: sfinestone@fhlawllp.com jhayes@fhlawllp.com rwitthans@fhlawllp.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. POWER SOLUTIONS: BDO USA Raises Going Concern Doubt --------------------------------------------------- Power Solutions International, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $47,612,000 on $416,616,000 of net sales for the year ended Dec. 31, 2017, compared to a net loss of $47,472,000 on $339,465,000 of net sales for the year ended in 2016. The audit report of BDO USA, LLP states that the Company has suffered recurring losses from operations and significant uncertainties exist about the Company's ability to refinance, extend, or repay outstanding indebtedness, the circumstances of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2017, showed total assets of $247,019,000, total liabilities of $214,847,000, and a total stockholders' equity of $32,172,000. A copy of the Form 10-K is available at: https://is.gd/B9PRj6 Power Solutions International, Inc., designs, manufactures, distributes, and supports power systems and custom engineered integrated electrical power generation systems for industrial original equipment manufacturers (OEMs) of off-highway industrial equipment and on-road medium trucks and buses. The company sells its products and services primarily in North America, as well as in the Pacific Rim and Europe. Power Solutions International was founded in 1985 and is headquartered in Wood Dale, Illinois. PROFESSIONAL DIVERSITY: 1Q 2019 Results Cast Going Concern Doubt ---------------------------------------------------------------- Professional Diversity Network, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,159,369 on $1,346,277 of total revenues for the three months ended March 31, 2019, compared to a net loss of $2,034,413 on $2,313,498 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $4,416,836, total liabilities of $6,282,772, and $1,865,936 in total stockholders' deficit. The Company had an accumulated deficit of approximately $85,986,000 at March 31, 2019. During the three months ended March 31, 2019, the Company generated a net loss from continuing operations of approximately $1,145,000, used cash in continuing operations of approximately $1,079,000, and the Company expects that it will continue to generate operating losses for the foreseeable future. At March 31, 2019, the Company had a cash balance of approximately $794,000. Total revenues were approximately $1,346,000 and $2,313,000 for the three months ended March 31, 2019 and 2018, respectively. The Company had working capital deficiency of approximately $4,301,000 and $3,384,000 at March 31, 2019 and December 31, 2018, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In order to alleviate the substantial doubt, the Company has approved and undertaken several measures. A copy of the Form 10-Q is available at: https://is.gd/ljwaHk Professional Diversity Network, Inc., operates online professional networking communities with career resources in the United States. The company operates through three segments: Professional Diversity Network, National Association of Professional Women, and Noble Voice Operations. The company was founded in 2003 and is headquartered in Chicago, Illinois. Professional Diversity Network is a subsidiary of Cosmic Forward Limited. QUANTUM BUSINESS: Has $18,000 Net Loss for Quarter Ended March 31 ----------------------------------------------------------------- Quantum Business Strategies, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $17,741 on $0 of sales for the three months ended March 31, 2019, compared to a net loss of $8,475 on $0 of sales for the same period in 2018. At March 31, 2019, the Company had total assets of $2,223,708, total liabilities of $2,284,898, and $61,191 in total stockholders' deficit. The Company has generated limited revenues since inception and sustained an accumulated net loss of $25,644 as of March 31, 2019. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. Chief Executive Officer Holly Roseberry said, "The Company's continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to receive capital from third parties. No assurance can be given that the Company will be successful in these efforts." A copy of the Form 10-Q is available at: https://is.gd/B1Zo2o Quantum Business Strategies, Inc., provides consulting services. The Company is involved in overseeing the development of AZT Systems and on September 18, 2018 closed the purchase of AZT Systems which will be operated by Quantum's wholly owned subsidiary AZT Systems Inc (a Nevada Corporation). Quantum has retained Holly Roseberry and Frank Ziegler to oversee the software development, locate expert consultants to assist with funding and launching AZT Systems. The software development staff and operations are based out of Ahmedabad India. Formerly named Artin Consulting Inc., the Company was incorporated in the State of Nevada on Dec. 21, 2016. On Sept. 10, 2018, the Company filed an amendment to its certificate of incorporation in the State of Nevada to change the Company name. REGIONAL HEALTH: Cherry Bekaert LLP Raises Going Concern Doubt -------------------------------------------------------------- Regional Health Properties, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $11,895,000 on $22,046,000 of total revenues for the year ended Dec. 31, 2018, compared to a net loss of $985,000 on $25,148,000 of total revenues for the year ended in 2017. The audit report of Cherry Bekaert LLP states that the Company has incurred a net loss of $11.9 million for the year ended December 31, 2018, has an accumulated deficit of $118.2 million and negative working capital of $28.6 million with $20.2 million of long term-debt classified as current due to the Company's short-term forbearance agreement pursuant to noncompliance with certain covenants under the loan documents and the lender's ability to exercise default-related rights and remedies, including the acceleration of the maturity of such debt and a $4.1 million mortgage indebtedness maturing in June 2019, 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 $100,570,000, total liabilities of $94,419,000, and a total stockholders' equity of $6,151,000. A copy of the Form 10-K is available at: https://is.gd/cOmPb0 Regional Health Properties, Inc., through its subsidiaries, operates as a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transaction. The company's facilities offer a range of health care and related services to patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for long-term and short-stay patients and residents. The company was founded in 1988 and is headquartered in Suwanee, Georgia. ROCKY MOUNTAIN: Incurs $1.3M Net Loss for Quarter Ended March 31 ---------------------------------------------------------------- Rocky Mountain High Brands, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,263,260 on $76,429 of sales for the three months ended March 31, 2019, compared to a net loss of $2,332,064 on $50,909 of sales for the same period in 2018. At March 31, 2019, the Company had total assets of $1,364,232, total liabilities of $2,137,658, and $773,426 in total shareholders' deficit. The Company has a shareholders' deficit of $773,426 and an accumulated deficit of $36,281,611 as of March 31, 2019 and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital. A copy of the Form 10-Q is available at: https://is.gd/DRDmPR About Rocky Mountain Dallas, Texas-based Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing ""high-quality, health conscious"", cannabidiol and hemp- infused products that span various categories including beverage, food, fitness, skin care and more. RMHB also markets a naturally high alkaline spring water as part of its brand portfolio. The Company continues to market its lineup of four naturally flavored hemp-infused functional beverages (Citrus Energy, Black Tea, Mango Energy and Lemonade) and a low-calorie Coconut Lime Energy drink, as well as hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots. RMHB also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water. RUFF MANAGEMENT: Seeks to Hire Eric A. Liepins as Legal Counsel --------------------------------------------------------------- Ruff Management Trust seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Eric Liepins, Esq., the attorney who will be handling the case, charges $275 per hour. The hourly rates for paralegals and legal assistants range from $30 to $50. The firm received a retainer of $10,000, plus the filing fee. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 E-mail: eric@ealpc.com About Ruff Management Trust Ruff Management Trust, a business trust based in Plano, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 19-41485) on June 3, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Eric A. Liepins, P.C., is the Debtor's counsel. S&C TEXAS INVESTMENTS: Unsecureds to Get 50% of Net Profit ---------------------------------------------------------- S & C Texas Investments, Inc., filed a Chapter 11 Plan of Reorganization and accompanying disclosure statement proposing to pay creditors through future income from the operations of the company. Each year, if the Reorganized Debtor made a profit, after income taxes, and after making all priority and secured plan payments and normal overhead payments, the Reorganized Debtor will pay the allowed unsecured creditors their pro-rata share of 50% of the net profit for the previous year, in twelve monthly payments beginning on September 15th of the year. Harris County, et al. This creditor filed a claim for $6,248.50 for personal property taxes. It will be paid in full plus statutory interest within 5 years of the petition date, with the first monthly payment being due and payable on the 15th day of the first month following 60 days after the effective date of the plan. The payment will be approximately $172.00. Fort Bend County. This creditor is owed $3,006.82 for personal property taxes. It will be paid in full plus statutory interest within 5 years of the petition date, with the first monthly payment being due and payable on the 15th day of the first month following 60 days after the effective date of the plan. The payment will be approximately $80. Montgomery County. This creditor is owed $595.74 for personal property taxes. It will be paid in full plus statutory interest within 5 years of the petition date, with the first monthly payment being due and payable on the 15th day of the first month following 60 days after the effective date of the plan. The payment will be approximately $16. Harris County Municipal Utility District #122. This creditor is owed $3,386.16 for personal property taxes. It will be paid in full plus statutory interest within 5 years of the petition date, with the first monthly payment being due and payable on the 15th day of the first month following 60 days after the effective date of the plan. The payment will be approximately $90. Radius Bank. This creditor filed a claim for $4,432,914. It will be paid in full including 5% interest in 360 equal monthly payments of $24,000 with the first payment being due and payable on the 1st day of the first month following 60 days after the effective date of the plan. Radius Bank will retain its lien against the debtor’s assets until it is paid in full. United States Small Business Administration. This creditor filed a claim for $207,816.55. Since there is insufficient security to collateralize this debt, this claim will be treated as an unsecured claim. B.O.B. Entertainment, Inc. This creditor filed a claim for $251,186.04. Since there is insufficient security to collateralize this debt, this claim will be treated as an unsecured claim. D&S Entertrainment, LLC. This creditor has filed a claim for $461,513.64. Since there is insufficient security to collateralize this debt, this claim will be treated as an unsecured claim. Don Dean. This creditor has filed a claim for $1,801,990.40. Since there is insufficient security to collateralize this debt, this claim will be treated as an unsecured claim. Ascentium Capital. This creditor leases equipment to the Debtor, payments are on-going, and the lease is assumed. KLC Financial/First Utah Bank. This creditor leases equipment to the Debtor, payments are ongoing, and the lease is assumed. Insider Claims. Insiders will not be paid any pre-petition claims during the term of the Plan and their claims will be discharged upon confirmation of the Plan. Equity Interest Holders. Equity interest holders are parties who hold an ownership interest in S&C Texas Investments, Inc. The shareholders will not receive any dividends unless and until all creditors are paid in full pursuant to this plan. A full-text copy of the Disclosure Statement dated June 5, 2019, is available at https://tinyurl.com/y2mp9agl from PacerMonitor.com at no charge. About S&C Texas Investments S&C Texas Investments, Inc., is an amusement park operator and investor whose current assets include the Sky Zone Westborough and Sky Zone Wallingford amusement centers. S&C Texas Investments, Inc., based in Cypress, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-35668) on Oct. 8, 2018. In the petition signed by Ryan Swift, president, the Debtor disclosed $857,373 in assets and $8,862,438 in liabilities. The Hon. David R. Jones presides over the case. Margaret M. McClure, Esq., at the Law Offices of Margaret M. McClure, serves as bankruptcy counsel. The Office of the U.S. Trustee on Nov. 8 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of S&C Texas Investments, Inc. SANDBOX SUITES: Seeks to Hire Jen Lee Law as Legal Counsel ---------------------------------------------------------- Sandbox Suites, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Jen Lee Law, Inc., as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding matters of bankruptcy law; examinations of witnesses and claimants; and the preparation and implementation of a reorganization plan and any sale of its assets. Jen Lee, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $350. The Debtor paid the firm a retainer in the amount of $7,500, which was funded by its operations. Jen Lee Law neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Jen Grondahl Lee, Esq. Connie Tche, Esq. Jen Lee Law, Inc. 111 Deerwood Road, Suite 200 San Ramon, CA 94583 Phone: (925) 586-6738 Fax: (925) 361-3114 Email: jen@jenleelaw.com About Sandbox Suites Sandbox Suites, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-30461) on April 26. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Hannah L. Blumenstiel. Jen Lee Law, Inc., is the Debtor's counsel. SCHROEDER BROTHERS: Trustee Taps Murphy Desmond as Counsel ---------------------------------------------------------- Jane Zimmerman, the Chapter 11 liquidating trustee for Schroeder Brothers Farms of Camp Douglas LLP, received approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire her own firm, Murphy Desmond, S.C., as her legal counsel. The services to be provided by the firm include an investigation of the nature and value of the Debtor's property, and assisting the trustee in monetizing the property. The firm's hourly rates are: Jane Zimmerman Attorney $415 Brian Thill Attorney $300 Kristin Beilke Attorney $275 Kelly Bostedt Paralegal $190 Other attorneys of the firm charge an hourly fee of not more than $325. Murphy Desmond does not represent any interest adverse to the liquidating trustee, according to court filings. The firm can be reached through: Jane F. Zimmerman, Esq. Murphy Desmond S.C. 33 E. Main St., Suite 500 P.O. Box 2038 Madison, WI 53701-2038 Phone: 608-257-7181 About Schroeder Brothers Schroeder Brothers Farm of Camp Douglas LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 16-13719) on Nov. 2, 2016. The petition was signed by Rocky Schroeder, authorized representative. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debt at $1 million to $10 million. The case is assigned to Judge Catherine J. Furay. The Debtor is represented by Pittman & Pittman Law Offices, LLC. On Dec. 7, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained DeWitt Ross & Stevens S.C. as its bankruptcy counsel. Jane F. Zimmerman was appointed as Chapter 11 liquidating trustee for the Debtor's bankruptcy estate. She is represented by Murphy Desmond S.C. SEED TO SCALE: Lake Haven Objects to Disclosure Statement --------------------------------------------------------- Creditor Lake Haven LLC objects to Seed to Scale Academy, LLC's disclosure statement dated May 23, 2019. Laven Haven states that the disclosure statement reveals that the Debtor has no relevant business history. It was a start-up "academy" in 2017 that bought a building in 2018, but is no longer an academy. The Debtor admits it missed the contractual balloon payment of $92,000 in October 2018, as set out and required in the property sale contract for the building with Lake Haven, but omits disclosure of the contract's maturity date of June 2, 2019, which has also been missed. The disclosure statement also contains no discussion of the statement that the "sole 100% membership owner is currently of[sic] selling her 100% membership interest to B. Neal Ainsworth, a local attorney." Identification of management and its compensation is a basic requirement of an adequate disclosure statement. It appears that Debtor's current owner and manager, having made no payments to principal, is attempting to cram down a loan modification on Lake Haven with a 30-year payment plan and hand it off to a third party without any factual disclosure. Further, it is not disclosed that the proposed transfer of ownership of the Debtor/trust or without the beneficiary's prior written consent is a default under paragraph 25 of the deed of trust. From a disclosure perspective, the hypothetical investor in this plan would at a minimum require information about the new owner and manager, his or her ability to run a business and make payments, and the terms of the transfer of ownership in order to evaluate its effect on the Debtor's ability to reorganize. The disclosure statement does not contain sufficient or adequate information. In part this is because Debtor has no history or business experience. But the disclosure statement does not even explain that the Lake Haven obligation was due in full on June 2, 2019, or that the transfer of ownership of Debtor to another would also be a separate default under the deed of trust. What it does disclose is the owner's intent to sell the business in the middle of this process to avoid personal liability and to deprive Lake Haven of its ability to enforce the deed of trust and recover the property. The court should grant relief from stay and dismiss the case. A copy of Lake Haven's Objection is available at https://tinyurl.com/yxkwtath from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that 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. 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. SIMKAR LLC: Trustee Seeks to Hire Reed Smith as Legal Counsel ------------------------------------------------------------- Sandeep Gupta, the Chapter 11 trustee for Simkar LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Reed Smith LLP as his legal counsel. The firm will provide services to the trustee in connection with the Debtor's Chapter 11 case, which include legal advice regarding his powers and duties under the Bankruptcy Code; analysis of claims; the preparation and implementation of a bankruptcy plan; and assistance in connection with the sale of the Debtor's assets. The firm's hourly rates are: Partners $630 - $1,060 Counsel $450 - $1,050 Associates: $270 - $890 Paralegals: $110 - $505 The attorneys and paralegal who will be representing the trustee are: Claudia Springer Partner $1,015 Christopher Lynch Counsel $770 Meghan Byrnes Associate $500 Christopher LauKamg Paralegal $310 Claudia Springer, Esq., a partner at Reed Smith, disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Reed Smith can be reached through: Christopher A. Lynch, Esq. Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 Telephone: (212) 521-5400 Facsimile: (212) 521-5450 Email: clynch@reedsmith.com - and - Claudia Z. Springer, Esq. Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 851-8100 Facsimile: (215) 851-1420 Email: cspringer@reedsmith.com About Simkar LLC Based in Tarrytown, New York, Simkar LLC -- http://www.simkar.com/ -- is an internationally known designer, developer, and manufacturer of lighting products. Since 1952, the company has provided a diverse selection of high-quality LED lighting fixtures, along with other technologies to contractors, specifiers, and other strategic partners. It designs and manufactures lighting fixtures at its 283,500-square-foot manufacturing facility in Philadelphia, Pa. Simkar LLC filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22576) on March 6, 2019. In the petition signed by Alfred Heyer, Neo Lights Holdings Inc., president of managing member, the Debtor estimated assets and estimated liabilities of $10 million to $50 million. The Debtor's counsel is H. Bruce Bronson, Jr., Esq., in Harrison, N.Y. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 22, 2019. The committee retained Golenbock Eiseman Assor Bell & Peskoe LLP as its counsel. SINTX TECHNOLOGIES: Incurs $1.6-Mil. Net Loss for March 31 Quarter ------------------------------------------------------------------ SINTX Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,629,000 on $97,000 of product revenue for the three months ended March 31, 2019, compared to a net loss of $3,399,000 on $0 of product revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $10,257,000, total liabilities of $3,487,000, and $6,770,000 in total stockholders' equity. For the three months ended March 31, 2019 and 2018, the Company incurred net losses from continuing operations of approximately $1.6 million and $3.5 million, respectively, and used cash in continuing operations of approximately $1.7 million and $2.3 million, respectively. The Company had an accumulated deficit of approximately $231 million and $229 million as of March 31, 2019 and December 31, 2018, respectively. To date, the Company's operations have been principally financed by proceeds received from the issuance of preferred and common stock, convertible debt and bank debt and, to a lesser extent, cash generated from product sales. It is anticipated that the Company will continue to generate operating losses and use cash in operating activities. The Company's continuation as a going concern is dependent upon its ability to increase sales and/or raise additional funds through the capital markets. Whether and when the Company can attain profitability and positive cash flows from operating activities or obtain additional financing is uncertain. The Company is actively generating additional scientific and clinical data to have it published in leading industry publications. The unique features of the Company's silicon nitride material are not well known, and the Company believes that the publication of such data would help sales efforts as the Company approaches new prospects. The Company is also making additional changes to the sales strategy, including a focus on revenue growth by expanding the use of silicon nitride in other areas outside of spinal fusion applications. The Company has common stock that is publicly traded and has been able to successfully raise capital when needed since the date of the Company's initial public offering. In March 2018, the Company closed on gross proceeds of $1.4 million, before payment of placement agent fees and costs on a warrant reprice and exercise transaction. Additionally, on May 14, 2018, the Company closed on a public offering of units, consisting of convertible preferred stock and warrants, for gross proceeds of $15 million, which excludes underwriting discounts and commissions and offering expenses payable by the Company. The Company is engaged in discussions with investment and banking firms to examine financing alternatives, including options for a public offering of the Company's preferred or common stock. On October 1, 2018, the Company sold the retail spine business. This sale will provide cash flows totaling $2.5 million over the next eighteen months and $3.5 million for the following eighteen months. The buyer also assumed the Company's $2.5 million related party note payable. Although the Company is seeking to obtain additional equity and/or debt financing, such funding is not assured and may not be available to the Company on favorable or acceptable terms and may involve significant restrictive covenants. Any additional equity financing is also not assured and, if available to the Company, will most likely be dilutive to its current stockholders. If the Company is not able to obtain additional debt or equity financing on a timely basis, the impact on the Company will be material and adverse. These uncertainties create substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/FtI192 SINTX Technologies, Inc., a biomaterial company, researches, develops, manufactures, and commercializes a range of medical implant products manufactured with silicon nitride in the United States, Europe, and South America. The Company was formerly known as Amedica Corporation and changed its name to Sintx Technologies, Inc. in October 2018. Sintx Technologies was founded in 1996 and is headquartered in Salt Lake City, Utah. SIRIUS XM: Moody's Rates Proposed Sr. Unsec. Notes Due 2024 'Ba3' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Sirius XM Radio Inc.'s proposed senior unsecured notes offering due 2024. Sirius XM's Ba3 Corporate Family Rating and stable outlook remain unchanged. The offering proceeds are expected to be used to prepay a portion of the $1.5 billion outstanding 6% senior notes due 2024. This proposed raise follows the issuance in early June of $1.25 billion 5.5% senior notes due 2029, in which the proceeds were used to repay outstanding revolver borrowings. Following is a summary of the rating action: Assignments: Issuer: Sirius XM Radio Inc. Gtd Senior Unsecured Global Notes due 2024, Assigned Ba3 (LGD4) The assigned ratings are subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE The transaction is leverage and credit neutral since Moody's expects Sirius XM to use the offering proceeds to prepay a portion of the 2024 Notes. The company's Ba3 CFR is buttressed by a moderate leverage profile (3.6x total debt to EBITDA, Moody's adjusted as of 31 March 2019 pro forma for the recent 2029 Notes raise), high EBITDA margins in the 30%-35% area (Moody's adjusted, pro forma for the Pandora acquisition) and free cash flow conversion of roughly 60%. The rating is further supported by Sirius XM's sizable self-pay satellite radio subscriber base, unique mix of content and curated channels, Moody's forecast for domestic new light vehicle volume of 16.8 million deliveries in 2019 (-2.9% yoy decline) and 16.7 million in 2020, and increasing penetration (currently around 44%) in the used car segment. The Ba3 rating also considers the revenue diversification and scale benefits from the Pandora acquisition, which helps Sirius XM extend its presence to the in-home and mobile entertainment markets in North America, and enables the creation of new curated content. As the leading ad-supported digital audio platform in the US, Pandora gives Sirius XM more ways to monetize the trial user funnel through additional service offerings to facilitate higher conversions and up-selling of listeners to paid subscribers. The Ba3 rating is constrained by Sirius XM's historically aggressive financial policy, which includes funding sizable share repurchases with debt. Moody's expects Sirius XM will continue to use debt and free cash flow to fund buybacks or engage in M&A activity. Despite higher debt levels, financial leverage ratios along with other credit metrics have remained well-positioned at the Ba3 level. Further weighing on the rating is the company's majority ownership by Liberty Media Corporation, which poses event risk given Liberty Media's track record for M&A and shareholder-friendly transactions. The rating also reflects the high monthly churn rate (roughly 1.7%-1.9%) and slowing subscriber and revenue growth in Sirius XM's core vehicle market at a time when rising capex levels (for satellite replacements) and quarterly dividends will increasingly consume free cash flow generation. Outlook The stable outlook reflects Moody's view that Sirius XM will increase its self-pay subscriber base due to new vehicle sales in excess of 16.5 million units and growing availability of satellite radio in used cars both of which will contribute to higher revenue and EBITDA. The outlook incorporates Moody's expectation that Sirius XM will maintain very good liquidity, even during periods of satellite construction, potentially increase leverage above current levels consistent with management's 4x as-reported leverage target, and share repurchases and/or dividends will likely be funded from revolver advances, new debt issuance and/or operating cash flow. Factors That Could Lead to an Upgrade -- Management demonstrates a commitment to balance debt holder returns with those of its shareholders, which would include sizing share repurchases within annual free cash flow generation and limiting debt-funded buybacks. -- Assurances that Sirius XM will operate in a financially prudent manner consistent with a higher rating. -- A track record for sustaining total debt to EBITDA below 3.5x (including Moody's standard adjustments) and free cash flow to debt above 12% (Moody's adjusted) even during periods of satellite construction. Factors That Could Lead to a Downgrade -- Moody's expects total debt to EBITDA will be sustained above 4.5x (including Moody's standard adjustments). -- Free cash flow generation falls below targeted levels as a result of subscriber losses due to a potentially weak economy or customer migration to competing media services or due to functional problems with satellite operations. -- A weakening of liquidity below expected levels as a result of share repurchases, dividends, capital spending, or more acquisitions. SJKWD LLC: Unsecured Creditors to Get $3,816 Per Month Under Plan ------------------------------------------------------------------ SJKWD, LLC, dba Denny's Restaurant, filed an Amended Chapter 11 Plan and accompanying Amended Disclosure Statement proposing that all payments provided for in the Plan will be funded by the Debtor's cash on hand and its operating income, unless otherwise stated. Class 3 - Allowed General Unsecured Claims are impaired. Each holder of an Allowed Class 3 claim will be paid in full. Payments will be made during Year 2 of the Plan, which will be months 13-24 following the Effective Date. Each claimant will share in a pro rata distribution of $3,816.15 per month. Class 1 - Allowed Claim of Simmons Bank are impaired. The claim amount will be reduced to $622,090. Simmons Bank will not have any other claim, including a Class 3 General Unsecured Claim. The deficiency amount of $238,039 shall be waived, and Simmons will not be paid any distribution as to this amount. The Total Claim Amount will be paid over 15 years, fully amortized, at a fixed 7.25% rate, for monthly principal and interest payments of $5,679.00. Class 2 - Allowed Claim of LPI are impaired. Class 2 consists of the Allowed Claim of landlord LPI based on a commercial lease agreement entered into with the Debtor for the restaurant location known as Denny's. The Debtor will maintain the regular monthly payments to LPI according to the terms of the prepetition commercial lease agreement, in full satisfaction, settlement, and release of all Class 2 Allowed Claims. In addition, the Net Arrearage will be paid in equal monthly payments over 18 Months. A full-text copy of the Disclosure Statement dated June 5, 2019, is available at https://tinyurl.com/y5pos9rj from PacerMonitor.com at no charge. The Plan is filed by Aaron A. Wernick, Esq., at Furr & Cohen, P.A., in Boca Raton, Florida, on behalf of the Debtor. About SJKWD LLC SJKWD, LLC, operates its business under the name Denny's Restaurant located at 2710 N. Roosevelt Boulevard, Key West Florida. SJKWD sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-17154) on June 14, 2018. In the petition signed by Stan Jackowski, managing member, the Debtor disclosed $199,323 in assets and $1,036,677 in liabilities. Judge Robert A. Mark presides over the case. The Debtor is represented by Aaron A. Wernick, Esq., at Furr & Cohen, P.A., in Boca Raton, Florida. SOTHEBY'S: Moody's Puts Ba2 CFR for Downgrade on BidFair Merger --------------------------------------------------------------- Moody's Investors Service placed Sotheby's ratings on review for downgrade including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default rating and Ba3 senior unsecured note rating. The review follows the company's announcement it signed a definitive merger agreement to be acquired by BidFair USA, an entity wholly owned by Patrick Drahi, for $57 per share or total consideration of approximately $3.7 billion, including existing debt. This going private transaction is subject to customary conditions, including regulatory clearance and shareholder approval, and is expected to close in the fourth quarter of 2019. BidFair USA has obtained financing and equity commitments, however, terms have not been disclosed. Sotheby's Moody's adjusted debt/EBITDA was 5.1x as of the last twelve months ended March 31, 2019. Ratings placed on review for downgrade: Issuer: Sotheby's Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba3 (LGD5) Outlook Actions: Issuer: Sotheby's Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade will focus on the pro-forma capital structure, strategic plans, as well as the disposition of Sotheby's existing debt, including its rated senior unsecured notes due 2025. The note are subject to a change of control that requires Sotheby's to make an offer to repurchase the notes at a purchase price equal to 101%. Sotheby's, headquartered in New York NY, is one of the two largest auction houses in the world. Total revenues were approximately $1.013 million for the last twelve month period ending March 31, 2019. SPYBAR MANAGEMENT: Unsecureds to Get Payment Over 60 Months ----------------------------------------------------------- Spybar Management, LLC, filed a Chapter 11 plan and accompanying disclosure statement proposing to pay holders of general unsecured claims in full from the operation of the business during months 6-60. Holders of general unsecured claims of $1,500 or less will be paid in full from the operation of business during months 1-3. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y2wdzxv9 from PacerMonitor.com at no charge. The Plan is filed by E. Philip Groben, Esq., and Matthew T. Gensburg, Esq., at Gensburg Calandriello & Kanter, P.C., in Chicago, Illinois. About Spybar Spybar Management, LLC, is an Illinois company organized on Jan. 8, 2008. In conjunction with a non-filing affiliate, Skyline Management Co., Spybar Management operates Spybar Chicago, a nightclub in Chicago's vibrant River North neighborhood. Spybar Management filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05128) on Feb. 27, 2019. The case is assigned to Judge Carol A. Doyle. Gensburg, Calandriello & Kanter P.C. is the Debtor's counsel. STANDARD RUBBER: Seeks to Hire Parker & Associates as Counsel ------------------------------------------------------------- Standard Rubber Products, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Parker & Associates as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code; preparation of a bankruptcy plan; negotiation and documentation of financing agreements and related transactions; review of claims and liens against the Debtor's property; and assistance in connection with the potential disposition of its property. Nina Parker, Esq., principal of Parker & Associates and the attorney who will be handling the case, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Parker & Associates can be reached through: Nina M. Parker, Esq. Marques C. Lipton, Esq. Parker & Associates 10 Converse Place, Suite 201 Winchester, MA 01890 Phone: (781)729-0005 Email: nparker@ninaparker.com mlipton@ninaparker.com About Standard Rubber Products Standard Rubber Products, Inc., manufactures rubberized goods, rubberized fabrics, and miscellaneous rubber specialties. Standard Rubber Products sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-11911) on June 3, 2019. At the time of the filing, the Debtor disclosed $673,799 in assets and $1,421,371 in liabilities. The case is assigned to Judge Melvin S. Hoffman. Parker & Associates is the Debtor's legal counsel. STEM HOLDINGS: Incurs $2.7-Mil. Net Loss for Quarter Ended Mar. 31 ------------------------------------------------------------------ Stem Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,667,459 on $353,851 of revenues for the three months ended March 31, 2019, compared to a net loss of $908,238 on $309,960 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $37,977,071, total liabilities of $7,577,513, and $30,399,558 in total equity. While the recreational use of cannabis is legal under the laws of certain States, where the Company has and is working towards further finalizing the acquisition of entities or investment in entities that directly produce or sell cannabis, the use and possession of cannabis is illegal under United States Federal law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970 (the "ACT"). Cannabis is currently included under Schedule 1 of the Act, making it illegal to cultivate, sell or otherwise possess in the United States. On January 4, 2018 the office of the Attorney General published a memo regarding cannabis enforcement that rescinds directives promulgated under former President Obama that eased federal enforcement. In a January 8, 2018 memo, Jefferson B. Sessions, then Attorney General of the United States, indicated enforcement decisions will be left up to the U.S. Attorney's in their respective states clearly indicating that the burden is with "federal prosecutors deciding which cases to prosecute by weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of federal prosecution, and the cumulative impact of particular crimes on the community." Subsequently, in April 2018, President Trump promised to support congressional efforts to protect states that have legalized the cultivation, sale and possession of cannabis, however, a bill has not yet been finalized in order to implement legislation that would, in effect, make clear the federal government cannot interfere with states that have voted to legalize cannabis. Further in December 2018, the US Congress passed legislation, which the President signed on December 20, 2018, removing hemp from being included with Cannabis in Schedule I of the Act. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. Should the United States Federal Government choose to begin enforcement of the provisions under the Act, the Company through its wholly owned subsidiaries could be prosecuted under the Act and the Company may have to immediately cease operations and/or be liquidated upon its closing of the acquisition or investment in entities that engage directly in the production and or sale of cannabis. A copy of the Form 10-Q is available at: https://is.gd/MVXCFg Stem Holdings, Inc., purchases, improves, and leases properties for use in the cannabis production, distribution, and sales industry in the state of Oregon, the United States. The company was founded in 2016 and is based in Boca Raton, Florida. STRAIGHT UP ENTERPRISES: Panel Hires Cooley LLP as Lead Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Straight Up Enterprises, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Cooley LLP, as lead counsel to the Committee. The Committee requires Cooley LLP to: (a) attend the meetings of the Committee; (b) review financial and operational information furnished by the Debtor to the Committee; (c) analyze and negotiate the budget and the terms of the Debtor's use of cash collateral and debtor-in-possession financing; (d) assist in the Debtor's efforts to reorganize or sell its assets in a manner that maximizes value for creditors; (e) review and investigate prepetition transactions in which the Debtor and its insiders were involved; (f) assist the Committee in negotiations with the Debtor and other parties in interest on the Debtor's proposed chapter 11 plan and exit strategy for the bankruptcy case; (g) Confer with the Debtor's management, counsel, and financial advisor and any other retained professional; (h) confer with the principals, counsel and advisors of the Debtor's lenders and equity holders; (i) review the Debtor's schedules, statements of financial affairs, and business plan; (j) advise the Committee as to the ramifications regarding all of the Debtor's activities and motions before this Court; attend the meetings of the Committee; (k) file appropriate pleadings on behalf of the Committee; (l) investigate and analyze certain of the Debtor's prepetition conduct, transactions, and transfers; (m) analyze the value of the go forward business; (n) provide the Committee with legal advice in relation to the bankruptcy case; (o) prepare various pleadings to be submitted to the Court for consideration; and (p) perform such other legal services for the Committee as may be necessary or proper in these proceedings. Cooley LLP will be paid at these hourly rates: Partners $850 Associates $701 Paralegals $234 Cooley LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Jay R. Indyke, a partner at Cooley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cooley LLP can be reached at: Jay R. Indyke, Esq. COOLEY LLP 1114 Avenue of the Americas New York, NY 10036 Tel: (213) 479-6000 Fax: (213) 479-6275 E-mail: jindyke@cooley.com svanaalten@cooley.com About Straight Up Enterprises Straight Up Enterprises, Inc., is a retailer of sports apparel and other miscellaneous sports gear and accessories. Straight Up Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-31010) on April 23, 2019. At the time of the filing, the Debtor disclosed $1,985,246 in assets and $5,557,303 in liabilities. The case is assigned to Judge Daniel S. Opperman. The Debtor tapped Winegarden, Haley, Lindholm Tucker & Himelhoch, P.L.C., as its legal counsel. The U.S. Trustee for Region 9 on May 8, 2019, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. The committee retained Cooley LLP, as lead counsel, and Miller Canfield Paddock and Stone, P.L.C., as Michigan counsel. STRAIGHT UP ENTERPRISES: Panel Hires Miller as Michigan Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Straight Up Enterprises, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Miller Canfield Paddock and Stone, P.L.C., as Michigan counsel to the Committee. The Committee requires Miller to: a. attend and prepare for the majority of in-court hearings on behalf of the Committee in order to keep travel and related costs down; b. review the loan documents and related documents provided by JP Morgan Chase Bank, N.A.; c. prepare and file pleadings and other papers on behalf of the Committee and review such pleadings and other papers to ensure conformity with the local rules and procedures of this Court; d. assist and advise the Committee in its consultations with the Debtor relating to the administration of this Chapter 11 Case; e. assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; f. assist the Committee in reviewing and analyzing any plan proposed by the Debtor; g. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and other parties involved with the Debtor, and of the operation of the Debtor's businesses; h. assist the Committee in analyzing intercompany transactions and issues relating to the Debtor's non-debtor affiliates; i. assist the Committee in its analysis of, and negotiations with the Debtor or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property; and j. perform such other services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set for the in the Bankruptcy Code. Miller will be paid at these hourly rates: Principals $450 to $625 Paraprofessionals $245 Miller will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan S. Green, a partner at Miller Canfield, 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. Miller can be reached at: Jonathan S. Green, Esq. MILLER CANFIELD PADDOCK AND STONE, P.L.C. 150 West Jefferson Avenue, Suite 2500 Detroit, MI 48226 Tel: (313) 496-7997 Fax: (313) 496-8452 E-mail: green@millercanfield.com About Straight Up Enterprises Straight Up Enterprises, Inc., is a retailer of sports apparel and other miscellaneous sports gear and accessories. Straight Up Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-31010) on April 23, 2019. At the time of the filing, the Debtor disclosed $1,985,246 in assets and $5,557,303 in liabilities. The case is assigned to Judge Daniel S. Opperman. The Debtor tapped Winegarden, Haley, Lindholm Tucker & Himelhoch, P.L.C., as its legal counsel. The U.S. Trustee for Region 9 on May 8, 2019, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. The committee retained Cooley LLP, as lead counsel, and Miller Canfield Paddock and Stone, P.L.C., as Michigan counsel. SYNERGY PHARMACEUTICALS: Cole Schotz Seeks Payment of Fees ---------------------------------------------------------- Cole Schotz P.C., former counsel to the Ad Hoc Committee of Equity Holders of Synergy Pharmaceuticals, Inc., is asking the Bankruptcy Court to authorize the payment of $112,215 for its professional fees and expenses. The firm, which was retained by equity holders in December 2018, says that the fees that it incurred should be granted allowance as an administrative claim given that it represents only 2% of the Debtors' legal fees through March 31, 2019, and that it has made a "substantial contribution" to the case. On Dec. 26, 2018, Cole Schotz submitted an F.R.B.P. Rule 2019 statement to disclose that it represents the members of the Ad Hoc Committee of Equity Holders: Equity Holder Shares ------------- ------ Christopher Moriarty 17,000 Jose Solorio 20,000 Rohit Sharma 219,761 Aju Thomas 300,000 Samuel Goldstein 345,000 Randy Ray Bowman 723,000 Aric Best 100,000 On Jan. 29, 2019, the U.S. Trustee formed the Official Committee of Equity Holders. The Official Committee retained Gibson Dunn & Crutcher LLP as legal counsel. Cole Schotz, now seeking payment for its legal fees for its work as counsel to the Ad Hoc Committee, says that it had provided vigorous representation of the rights of equity holders, and its efforts were for the benefit of all shareholders: * The Ad Hoc Committee achieved obtained the appointment of an official committee of equity holders by the Office of the United States Trustee during the worst governmental shutdown in the history of the country. * Cole Schotz, on behalf of the Ad Hoc Committee, drafted and filed several objections to the Debtors' proposed DIP financing and participated in discussions in connection therewith. Due to the Ad Hoc Committee's efforts, among others, the Court denied approval of the hurried case timeline and milestones such as the requirement to file an "Acceptable Plan" on or before Dec. 21, 2018. * The Ad Hoc Committee introduced JMB Capital Partners Master Fund, L.P., to the Debtors as an alternative source of DIP financing. JMB Capital prepared and submitted a nonbinding indication of interest ("IOI") that reflected improvements from the DIP facility in several primary areas, including: (i) longer maturity period (June 30, 2019 vs. April 9, 2019), (ii) elimination of the case milestones and related case control provisions, (iii) improved economics, including a lower interest rate, and (iv) more flexible financial covenants. Although JMB Capital decided not to pursue the transaction following diligence, the Ad Hoc Committee introduced and encouraged competing bids among DIP lenders. * The Ad Hoc Committee objected to the proposed bidding procedures because it believed the Debtors' management made a poor strategic decision by committing the Debtors to a chapter 11 sale process at the early stage of the commercialization of TRULANCE (the Debtors' FDA-approved drug) and development of Dolcanitide (the Debtors' valuable development-stage cancer treatment drug). Through the Ad Hoc Committee's negotiations, among others, the Debtors, DIP Secured Parties, Bausch Health Companies Inc. (the "Stalking Horse Purchaser"), and the Creditors' Committee agreed to, among other things, an extended sale period, made clear that the severance consideration being offered under the stalking horse asset purchase agreement could be objected to as part of the sale hearing, and obtained consultation rights, to the extent an Official Committee was formed. The firm can be reached at: COLE SCHOTZ P.C. Ryan T. Jareck Mark Tsukerman 1325 Avenue of the Americas, 19th Floor New York, NY 10019 Telephone: (212) 752-8000 Facsimile: (212) 752-8393 E-mail: rjareck@coleschotz.com – and – Norman L. Pernick 500 Delaware Ave. # 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 E-mail: npernick@coleschotz.com – and – Irving E. Walker 300 E Lombard St. #1450 Baltimore, MD 21202 Telephone: (410) 230-0660 Facsimile: (410) 528-9400 E-mail: iwalker@coleschotz.com About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. In the petitions signed by Gary G. Gemignani, executive vice president and chief financial officer, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378 as of Sept. 30, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc. as financial advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC, as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Dec. 20, 2018. The committee hired Latham & Watkins LLP as its legal counsel, Alvarez & Marsal North America, LLC as its restructuring advisor, and Jefferies LLC as its investment banker. On Jan. 29, 2019, the U.S. trustee appointed a committee to represent the Debtors' equity security holders. Gibson Dunn & Crutcher LLP is the equity committee's legal counsel. TEO FOODS: Recurring Operating Losses Cast Going Concern Doubt -------------------------------------------------------------- TEO Foods Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $98,673 on $1,030,783 of revenues for the three months ended March 31, 2019, compared to a net loss of $125,274 on $0 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $3,591,008, total liabilities of $3,294,824, and $296,184 in total equity. The Company has suffered recurring losses from operations and has insufficient working capital as of March 31, 2019. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/Brl5Ne TEO Foods Inc. produces and sells food packaged products for retail sale in the frozen, refrigerated and shelf stable categories. The Company is based in Nevada. TEXAS SOUTH ENERGY: Needs More Capital to Remain as Going Concern ----------------------------------------------------------------- Texas South Energy, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,379,524 on $0 of revenue for the three months ended March 31, 2019, compared to a net loss of $637,486 on $0 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $14,729,111, total liabilities of $9,196,252, and $5,532,859 in total stockholders' equity. Chief Executive Officer Michael J. Mayell said, "Currently, the Company does not have sufficient cash, nor does it have operations or a source of revenue sufficient to cover its operational costs in order to allow it to continue as a going concern. The Company has accumulated losses as of March 31, 2019, of $18,367,028. The Company will be dependent upon the raising of additional capital through the best-efforts placement of its equity and/or debt securities in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These factors raise substantial doubt regarding the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/AQ6F75 Texas South Energy, Inc., engages in the onshore and offshore oil and gas business. The company is also involved in the generation or acquisition of oil and gas projects; drilling and operation of the wells; and production of oil and gas reserves. It owns 12 blocks in 9 offshore prospects in the Gulf of Mexico, as well as oil and gas interests in Texas and Louisiana. The company was formerly known as Inka Productions Corp. and changed its name to Texas South Energy, Inc. in November 2013. Texas South Energy was founded in 2010 and is headquartered in Houston, Texas. TOGA LTD: Net Losses, Accumulated Deficit Cast Going Concern Doubt ------------------------------------------------------------------ Toga Limited filed its quarterly report on Form 10-Q, disclosing a net loss of $902,311 on $856,383 of revenue for the three months ended Jan. 31, 2019, compared to a net loss of $2,665,282 on $0 of revenue for the same period in 2018. At Jan. 31, 2019, the Company had total assets of $7,709,553, total liabilities of $654,127, and $7,055,426 in total stockholders' equity. The Company, through January 31, 2019, has not yet generated net income for any fiscal year and has accumulated deficit and has incurred net losses. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. A copy of the Form 10-Q is available at: https://is.gd/KNkBdI Toga Limited develops social media app for mobile devices. It offers Yippi, a messaging app that focuses on entertainment and security, which allows users to send various messages, photos, and voice messages, as well as broadcasts to up to 100 contacts at a time. The company was formerly known as Blink Couture, Inc. and changed its name to Toga Limited in December 2016. Toga Limited was founded in 2003 and is headquartered in Las Vegas, Nevada. TRANSPORTATION AND LOGISTICS: Mgt. Raises Going Concern Doubt ------------------------------------------------------------- Transportation and Logistics Systems, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $19,647,723 on $6,934,732 of revenues for the three months ended March 31, 2019, compared to a net income of $60,925 on $1,177,763 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $7,780,503, total liabilities of $31,898,045, and $24,117,542 in total shareholders' deficit. For the three months ended March 31, 2019, the Company had a net loss of $19,647,723 and net cash used in operations was $1,983,978, respectively. Additionally, the Company had an accumulated deficit, shareholders' deficit, and a working capital deficit of $34,417,573, $24,117,542 and $29,045,146, respectively, at March 31, 2019. Furthermore, the Company failed to make required payments of principal and interest on its convertible debt instruments and defaulted on other provisions in these Notes. On April 9, 2019, the Company entered into agreements with these lenders that modified these Notes. Chief Executive Officer John Mercadante, Jr. said, "It is management's opinion that these factors raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common shares and from the issuance of convertible promissory notes, there is no assurance that it will be able to continue to do so." A copy of the Form 10-Q is available at: https://is.gd/fh0IsQ Transportation and Logistics Systems, Inc., an early stage company, provides integrated transportation management solutions in the United States. It also offers brokerage and logistics services, including transportation scheduling, routing, and other services related to the transportation of automobiles and other freight. The Company was formerly known as PetroTerra Corp. and changed its name to Transportation and Logistics Systems in July 2018. The Company is based in West Palm Beach, Florida. TRI-CORE PARTNERS: Seeks to Hire Kelley Fulton as Legal Counsel --------------------------------------------------------------- Tri-Core Partners USA LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Kelley, Fulton & Kaplan, P.L., as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code and negotiation with its creditors in the preparation of a bankruptcy plan. Craig Kelley, Esq., the firm's attorney who will be handling the case, will charge an hourly fee of $450. The Debtor has agreed to pay a retainer in the amount of $22,500, which includes the filing fee of $1,717. Neither Mr. Kelley nor his firm represents any interest adverse to the Debtor, according to court filings. The firm can be reached through: Craig I. Kelley, Esq. Kelley, Fulton & Kaplan, P.L. 1665 Palm Beach Lakes Blvd., Suite 1000 West Palm Beach, FL 33401 Phone: (561) 491-1200 Fax: (561) 684-3773 E-mail: craig@kelleylawoffice.com dana@kelleylawoffice.com About Tri-Core Partners USA Tri-Core Partners USA LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16931) on May 24, 2019. At the time of the filing, the Debtor estimated assets of between $100,001 and $500,000 and liabilities of the same range. The case is assigned to Judge Mindy A. Mora. Kelley, Fulton & Kaplan, P.L., is the Debtor's legal counsel. TRITON INTERNATIONAL: S&P Rates Perpetual Preference Shares 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to Purchase, N.Y.-based Triton International Ltd.'s proposed series B cumulative redeemable perpetual preference shares (final amount to be determined upon close). The preferred stock, which S&P will treat as 50% equity and 50% debt when calculating its financial ratios, will rank senior to the company's common stock. The issue-level rating reflects the preferred shares' subordination to the company's other debt instruments (issued at its subsidiaries) and the deferability of their dividend payments. Triton will use the proceeds from this issuance for general corporate purposes. "Our 'BB+' issuer credit rating on Triton reflects its position as the largest marine cargo container lessor globally. The positive outlook reflects Triton's improved credit metrics, which we expect will remain relatively stable absent any material negative effects from potentially higher trade tariffs," S&P said. The marine cargo container leasing industry is cyclical but Triton (like its predecessors TCIL and TAL) has been able to manage this cyclicality with a high percentage of fixed-rate, long-term leases, which provide some protection against volatility in its revenue and earnings. Marine cargo container lessors also have the ability to manage utilization somewhat by reducing their capital spending, which typically has a short lead time of only a few months. UNITED CANNABIS: Incurs $1.87-Mil. Net Loss for March 31 Quarter ---------------------------------------------------------------- United Cannabis Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $1,872,000 on $4,412,381 of total revenues for the three months ended March 31, 2019, compared to a net loss of $7,262,010 on $266,276 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $12,176,037, total liabilities of $6,538,882, and $5,637,155 in total stockholders' equity. The Company said, "During the three months ended March 31, 2019, we incurred losses of $1,872,000, used cash of $129,514 in our operating activities, had a working capital deficit of $4,079,391 and had an accumulated deficit of $41,200,246 at March 31, 2019. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed." A copy of the Form 10-Q is available at: https://is.gd/pxTosK United Cannabis Corporation owns intellectual properties related to growth, production, manufacture, marketing, management, utilization, and distribution of medical marijuana and marijuana infused products in the United States. The company focuses on developing therapeutics, including Prana Bio Nutrient Medicinal products for supplement deficiencies related to the endocannabinoid system, including pain, neuropathy, arthritis, MS, IBS, autism, seizures, eczema, sleep, anxiety, head trauma, opioid dependency, and clinical endocannabinoid deficiencies; and Prana Aromatherapy Transdermal Roll-on line that provides targeted and large surface relief with combinations of aromatherapy. The company was formerly known as MySkin, Inc. and changed its name to United Cannabis Corporation in May 2014. United Cannabis was founded in 2007 and is based in Golden, Colorado. VANGUARD RESOURCES: Plan Confirmation Hearing Set for July 9 ------------------------------------------------------------ The Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas will hold a hearing on July 9, 2019, at 10:00 a.m. (Prevailing Central Time), at 515 Rusk Street, Houston, Texas 77002, to confirm the amended joint Chapter 11 plan of reorganization of Vanguard Natural Resources Inc. and its debtor-affiliates following the approval of the adequacy of the Debtors' disclosure statement explaining their amended joint reorganizational plan on June 12, 2019. Objections to the confirmation of the Debtors' amended joint reorganizational plan, if any, are due no later than 5:00 p.m. (Prevailing Central Time) on July 3, 2019. Deadline for voting to accept or reject the Debtors' amended joint reorganizational plan is on July 2, 2019, at 5:00 p.m. (Prevailing Central Time). The Debtors note that they will file the plan supplement on or before June 28, 2019. About Vanguard Natural Resources Vanguard Natural Resources Inc. -- https://www.vnrenergy.com/ -- is an independent exploration and production company focused on the production and development of oil and natural gas properties in the United States. Its assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Piceance Basin in Colorado, the Permian Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma, the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and North Texas, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Headquartered in Houston, the company and its affiliates have 295 employees. Vanguard Natural Resources and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-31786) on March 31, 2019. At the time of the filing, the Debtors disclosed $1.478 billion in assets and $1.196 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel; Blank Rome LLP as co-counsel with Kirkland; Evercore Group LLC as financial advisor and investment banker; Opportune LLP as restructuring advisor; and Prime Clerk LLC as claims and balloting agent and administrative advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2019. The committee tapped Locke Lord LLP as its legal counsel. VANTAGE TRAILERS: Seeks to Hire John Coggin as Accountant --------------------------------------------------------- Vantage Trailers Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire an accountant. The Debtor proposes to employ John Coggin, a certified public accountant based in Houston, to provide services necessary to administer its bankruptcy estate. The accountant will charge $125 per hour for the preparation of monthly operating reports; $55 per hour for bookkeeping services; $75 per hour for general staff accountants and onsite; $250 per hour for court, consultation and tax matters; $55 per hour for payroll processing per run; $1,000, plus database fee, for federal income tax return; $250 for the annual Texas franchise tax return; $55 per hour for qarterly and yearend payroll tax preparation and processing; and $15 per Tax Form 1099/1096, minimum $100, including electronic filing. Mr. Coggin disclosed in court filings that he does not represent any interest adverse to the Debtor's estate, creditors and equity security holders. Mr. Coggin maintains an office at: John F. Coggin, CPA Two Allen Center 1200 Smith St., 16th Floor Houston, TX 77002 Phone: (713) 489-2502 Email: john@jcoggincpa.com About Vantage Trailers Inc. Established in 1991, Vantage Trailers, Inc., is a family-owned manufacturer of lightweight aluminum frameless end dump trailer in Katy, Texas. Vantage Trailers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-32244) on April 23, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Jeffrey P. Norman. The Law Office of Margaret M. McClure is the Debtor's legal counsel. VBI VACCINES: Incurs $14.6-Mil. Net Loss for March 31 Quarter ------------------------------------------------------------- VBI Vaccines Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $14,606,000 on $360,000 of revenues for the three months ended March 31, 2019, compared to a net loss of $12,251,000 on $178,000 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $126,243,000, total liabilities of $39,548,000, and $86,695,000 in total stockholders' equity. The Company has a limited operating history and faces a number of risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development of its products. The Company has an accumulated deficit of $222,181,000 as of March 31, 2019 and cash outflows from operating activities of $14,020,000 for the three months ended March 31, 2019. Chief Executive Officer Jeffrey Baxter and Chief Financial Officer Christopher McNulty said, "The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and, subject to such approvals, commercially launch its products. The Company plans to finance future operations with existing cash reserves. Additional financing, if required, will be a combination of proceeds from the issuance of equity securities, the issuance of additional debt, structured asset financings, and revenues from potential collaborations, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. The above conditions raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/hPJEeG VBI Vaccines Inc., a biopharmaceutical company, develops and sells vaccines to address unmet needs in infectious disease and immuno-oncology in Israel and internationally. The company is headquartered in Cambridge, Massachusetts. VBI Vaccines Inc. is a subsidiary of FDS Pharma ASS. VERITAS FARMS: Incurs $1.8-Mil. Net Loss for Quarter Ended Mar. 31 ------------------------------------------------------------------ Veritas Farms, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,826,924 on $1,524,930 of sales for the three months ended March 31, 2019, compared to a net loss of $353,295 on $331,416 of sales for the same period in 2018. At March 31, 2019, the Company had total assets of $7,870,935, total liabilities of $2,842,208, and $5,028,727 in total stockholders' equity. The Company has sustained substantial losses from operations since its inception. As of and for the period ended March 31, 2019, the Company had an accumulated deficit of $9,753,924, and a net loss of $1,826,924. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Chief Executive Officer Alexander M. Salgado and Chief Financial Officer Michael Pelletier said, "Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success." A copy of the Form 10-Q is available at: https://is.gd/UaoxB1 Veritas Farms, Inc., focuses on producing phytocannabinoid-rich industrial hemp oils and extracts to distributors and retailers. Its products include vegan, kosher, and non-gmo capsules; tinctures; and organic edibles and salves. The Company was formerly known as SanSal Wellness Holdings, Inc., and changed its name to Veritas Farms, Inc., in February 2019. Veritas Farms is based in Fort Lauderdale, Florida. VIKING CRUISES: S&P Raises ICR to 'B+' on Continued EBITDA Growth ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'B+' from 'B' on Woodland Hills, Calif.-based cruise operator Viking Cruises Ltd. It also raised all issue-level ratings one notch in conjunction with the upgrade. "The upgrade reflects our expectation for adjusted leverage to be sustained around 4x through 2020, well below our 6x leverage threshold for Viking at the 'B+' rating level. We believe cushion of around 2x relative to our leverage threshold is sufficient for Viking to absorb additional ship deliveries and modest operating underperformance caused by a potential economic slowdown over the next few years," S&P said. "We believe Viking will be able to maintain high excess cash balances through 2020 given the delivery of only one ocean ship in 2019 and no ocean or expedition ship deliveries in 2020. We believe, however, that in 2021, and assuming a continued favorable economic climate, adjusted leverage may increase to about 5x given the incurrence of debt to fund ocean and expedition ship deliveries in 2021 and 2022," the rating agency said. The stable outlook reflects S&P's expectation for EBITDA growth through 2020 to offset incremental debt incurred to fund ship deliveries, and for Viking to maintain large excess cash balances. The rating agency believes this will translate into adjusted leverage remaining around 4x through 2020. "We could lower the rating if we believed adjusted leverage would stay above 6x. While this is unlikely over the next two years given our forecast for continued EBITDA growth and nearly 2x of cushion compared to our downgrade threshold, an increase in leverage to over 6x could occur if Viking's 2019 or 2020 EBITDA deteriorated around 30% from our current forecast," S&P said. This would likely occur from an unexpected and significant adverse event that resulted in meaningful brand degradation or the cancellation of multiple voyages, according to the rating agency. "Although we are forecasting leverage to be below our 5x upgrade threshold in 2019 and 2020, we are unlikely to raise the rating over the next several years given Viking's ship order schedule and our expectation that leverage will increase closer to 5x or above in 2021 when Viking takes delivery of an ocean and expedition ship," S&P said. Based on the company's current ship order schedule and S&P's forecast assumptions, the rating agency believes Viking would need at least 2x of cushion relative to the rating agency's 5x upgrade threshold so that the company could absorb both ocean and expedition ship deliveries and modest operating underperformance and remain below 5x. S&P said it would also want to ensure that maintaining adjusted leverage below 5x was aligned with the company's financial policy. VIRGINIA TRUE: Taps Reed Smith as Special Counsel ------------------------------------------------- Virginia True Corporation received approval from the U.S. Bankruptcy Court for the Eastern District of New York to retain Reed Smith LLP as its special counsel. The firm will continue to represent the Debtor in connection with certain Virginia administrative and regulatory enforcement matters related to environmental and development issues concerning its property and development project in Richmond County, Va. The firm's hourly rates are: Partners $655 - $815 Counsel/Associates $590 - $785 Paraprofessionals $175 - $340 Edward Mullen, Esq., at Reed Smith, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Reed Smith can be reached through: Edward A. Mullen, Esq. Riverfront Plaza - West Tower 901 East Byrd Street, Suite 1900 Richmond, VA, 23219-4068 Tel: +1 804 344 3435 Email: emullen@reedsmith.com About Virginia True Corporation Virginia True Corporation, a New York-based golf resort owner and developer, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42769) on May 3, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Nancy Hershey Lord. Pick & Zabicki LLP is the Debtor's legal counsel. VPR BRANDS: 1Q 2019 Financial Results Cast Going Concern Doubt -------------------------------------------------------------- VPR Brands, LP, filed its quarterly report on Form 10-Q, disclosing a net loss of $138,684 on $1,318,049 of revenues for the three months ended March 31, 2019, compared to a net loss of $149,420 on $1,001,162 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $1,310,634, total liabilities of $1,998,088, and $687,454 in total partners' deficit. The Company incurred a net loss of $138,684 for the three months ended March 31, 2019 and has an accumulated deficit of $8,738,068 and a working capital deficit of $700,112 at March 31, 2019. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its common unit holders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. Chief Executive Officer Kevin Frija said, "The Company plans to pursue equity funding to expand its brand. Through equity funding and the current operations, including the acquisition of the Vapor line of business, the Company expects to meet its current capital needs. There can be no assurance that the Company will be able raise sufficient working capital. If the Company is unable to raise the necessary working capital through the equity funding it will be forced to continue relying on cash from operations in order to satisfy its current working capital needs." A copy of the Form 10-Q is available at: https://is.gd/pBAr6e VPR Brands, LP operates in the electronic cigarette and personal vaporizer industry in the United States. The company designs, develops, markets, and distributes a line of electronic cigarette e-liquids under the Helium brand name; vaporizers for essential oils, concentrates, and dry herbs under the HoneyStick brand; and cannabidiol products under the Goldline brand names. It also licenses its intellectual property; and develops private label manufacturing programs. The company sells its products directly, as well as through independent and online distributors, wholesalers, Internet/e-commerce sales, and dispensaries. Soleil Capital Management LLC serves as the general partner for VPR Brands, LP. The company was formerly known as Soleil Capital L.P. and changed its name to VPR Brands, LP in September 2015. VPR Brands was founded in 2004 and is based in Fort Lauderdale, Florida. VTV THERAPEUTICS: Incurs $3.98-Mil. Net Loss for March 31 Quarter ----------------------------------------------------------------- vTv Therapeutics Inc. filed its quarterly report on Form 10-Q, disclosing a net loss (before noncontrolling interest) of $3,982,000 on $921,000 of revenue for the three months ended March 31, 2019, compared to a net loss (before noncontrolling interest) of $9,960,000 on $2,064,000 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $10,736,000, total liabilities of $23,365,000, and $57,735,000 in total stockholders' deficit. As of March 31, 2019, the Company's liquidity sources included cash and cash equivalents of $5.0 million and $11.5 million of remaining funds available under the Letter Agreements. Based on the Company's current operating plan, management believes that its current cash and cash equivalents and the remaining funds available under the Letter Agreements will allow the Company to meet its liquidity requirements into the third quarter of 2019, which is less than twelve months from the issuance of these Condensed Consolidated Financial Statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/9d8OoT vTv Therapeutics Inc., a clinical-stage biopharmaceutical company, discovers, develops, and sells orally administered small molecule drug candidates worldwide. The Company was founded in 2015 and is headquartered in High Point, North Carolina. vTv Therapeutics Inc. is a subsidiary of vTv Therapeutics Holdings LLC. WESTERN URANIUM: Needs More Financing to Remain Going Concern ------------------------------------------------------------- Western Uranium & Vanadium Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $518,875 on $11,155 of revenues for the three months ended March 31, 2019, compared to a net loss of $497,864 on $11,155 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $22,928,382, total liabilities of $3,928,852, and $18,999,530 in total shareholders' equity. The Company has incurred continuing losses from its operations and as of March 31, 2019 the Company had an accumulated deficit of $7,103,217 and a working capital of $268,304. Since inception, the Company has met its liquidity requirements principally through the issuance of notes and the sale of its shares of common stock. Chief Executive Officer George Glasier and Chief Financial Officer Robert Klein said, "The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management's plans include seeking to procure additional funds through debt and equity financings, to secure regulatory approval to fully utilize its ablation technology and to initiate the processing of ore to generate operating cash flows." Messrs. Glasier and Klein further stated, "There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned product development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern to sustain operations for at least one year from the issuance of the accompanying financial statements." A copy of the Form 10-Q is available at: https://is.gd/8dBCkm Western Uranium & Vanadium Corp. engages in the acquisition and development of uranium and vanadium resource properties in the states of Utah and Colorado, the United States. The company holds interests in the San Rafael uranium project located in Emery County, Utah; the Sunday Mine complex located in western San Miguel County, Colorado; the Van 4 mine located in western Montrose County, Colorado; and the Sage mine project located in San Juan County, Utah and San Miguel County, Colorado. It also has interests in the Hansen, North Hansen, High Park, Hansen Picnic Tree, and Taylor Ranch projects located in Fremont and Teller Counties, Colorado; and the Keota project located in Weld County, Colorado, as well as Ferris Haggerty project located in Carbon County, Wyoming. The company was formerly known as Western Uranium Corporation and changed its name to Western Uranium & Vanadium Corp. in October 2018. Western Uranium & Vanadium Corp. was founded in 2006 and is based in Toronto, Canada. WESTINGHOUSE ELECTRIC: Fitch Lowers Ratings on 1st Lien Loans to B+ ------------------------------------------------------------------- Fitch Ratings has downgraded the first-lien term loan and revolving credit facility issued by Brookfield WEC Holdings Inc. (WX, operating under the name Westinghouse Electric Company) to 'B+'/'RR3' from 'BB-'/'RR2'. This action follows WX's planned $325 million increase in the size of the first-lien facility, with the proceeds to be used to repay the existing $325 million second lien term loan. At the same time, Fitch affirmed WX's Long-Term Issuer Default Rating at 'B' and the ABL facility at 'BB'/'RR1'. The Rating Outlook is Stable. KEY RATING DRIVERS Planned Term Loan Refinancing: The downgrade of the term loan and $200 million revolver reflects a higher proportion of first lien debt in the capital structure, reducing the expected recovery to the first lien debt holders in a distressed scenario. The recovery analysis is described more fully. Following the planned refinancing, the first-lien term loan will stand at approximately $3.0 billion. The terms of amended facilities are expected to be substantially unchanged. Operating Improvements: WX's operating performance improved in 2018 as the company emerged from bankruptcy, completed numerous restructuring actions and successfully renegotiated its burdensome legacy construction liabilities. The restructuring program appears to be progressing well and will likely continue through the intermediate term. Large legacy projects which have depressed profitability will continue to roll off over the next few years. High Initial Financial Leverage: WX's Debt/EBITDA was approximately 5.6x at Dec. 31, 2018. Its capital structure priorities will likely be focused on various growth opportunities with debt reduction a secondary priority. Fitch believes the company could reduce debt/EBITDA to a level around 5.0x in the next two years, assuming modest debt repayments in excess of mandatory term loan amortization. High Recurring Revenue Base: WX benefits from a solid recurring revenue base supported by multi-year contracts and regular maintenance requirements. It is estimated that 80% to 90% of profitability is driven by regularly recurring refueling and maintenance outages serviced under contracts generally ranging from 10 to 15 years for fuel and three to five years for outage services. Leading Market Position and Technology: WX has a leading technology position in the commercial nuclear reactor space, with approximately half of the world's nuclear reactors running on its technology. In the U.S. and Europe the company has a top one or two market position in nuclear plant services, benefitting from intellectual property, technical expertise, intense regulations, high switching costs and an extended fuel licensing process. The company also has a presence in China where much of the world's growth in nuclear energy generation is expected though there is a risk of increased competition from local firms. Long-Term Uncertainty in Nuclear Energy: In the U.S. and Western Europe, there is little demand for new nuclear power plants due to environmental risks, political/regulatory resistance, and lower priced natural gas. Lower natural gas prices have also put pressure on operating nuclear reactors causing some to close down even before operating licenses expire. The U.S. and Western Europe are core markets for WX, and there is a risk that the pace of reactor closings could accelerate if government support falls and fossil fuel prices remain persistently low. WX has some exposure to the APAC region where nuclear power capacity is expected to rise over the long term. DERIVATION SUMMARY Fitch expects WX's profitability will improve and that the company will exhibit a more stable operating profile now that it has emerged from bankruptcy, offsetting concerns around gradually declining core revenues and higher leverage following the buyout by Brookfield. The company has a strong competitive position which is supported by its proprietary technology, existing installed base and regulatory barriers. WX's most significant direct competitor is Framatome, which also designs and produces components, fuel, control systems and offers a range of reactor services. WX also competes with a GE Hitachi joint venture and a segment of Korea Electric Power Corporation (KEPCO, AA-). WX is not a direct competitor to the other engineering and construction firms rated by Fitch given its focus on the nuclear power industry and the fact that it offers engineering but not construction services. Another engineering and construction firm, Argan, offers a variety of engineering, construction, maintenance and consulting services to public utilities, power plants and plant construction firms. Argan has historically been managed debt free and has margins similar to WX, but it has a high degree of customer concentration and carries risks from its high degree of fixed-price contracts KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- The nuclear energy market is in a slow secular decline in the U.S. and Western Europe, but has some growth potential in the APAC region; -- WX's revenues decline over the next several years as the new plant business completes legacy projects; -- Cost reduction initiatives and a more favorable revenue mix support EBITDA margins improving to around 18% in FY2020; -- FCF generation is consistently positive; -- Capital deployment is split between, acquisitions, debt repayments and shareholder distributions; Recovery Analysis The recovery analysis for a hypothetical future bankruptcy assumes that WX would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. WX's going concern (GC) EBITDA is based on FY2019 projected EBITDA and includes projected cost savings from the company's restructuring. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which we bases the valuation of the company. The GC EBITDA is 20% below projected EBITDA to reflect the secular challenges facing the nuclear industry and some likely business rationalization. The GC EBITDA is similar to FY2017 EBITDA, which includes only part of the expected cost savings. The overall decline also reflects Fitch's assumption that WX can mitigate the adverse conditions with additional cost reductions. An EV multiple of 6x is used to calculate a post-reorganization valuation and reflects several factors. The current bankruptcy exit multiple for WX, based on the $3.95 billion purchase price by Brookfield (including transaction costs) is 9.3x based on FY2017 EBITDA and 7.0x based on FY2018 EBITDA. In addition, the 2018 acquisition of Framatome was completed at approximately 8x EBITDA. The ABL and first lien RCF are assumed to be fully drawn upon default. The ABL is senior to the first lien RCF and term loans. The waterfall results in a 'RR1' Recovery Rating for the ABL facility ($200 million), representing outstanding recovery prospects. The waterfall also indicates a 'RR3' for the first-lien RCF ($200 million) and term loan ($3.05 billion), corresponding to good recovery prospects. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Expectation that WX adheres to a disciplined financial strategy and Debt/EBITDA maintained below 4.5x; -- Cost reduction initiatives perform better than expected leading to a FCF margin sustainable in the mid-to-high single digits. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- An aggressive financial policy leads to debt/EBITDA maintained above 5.5x; -- The U.S. nuclear energy market declines faster than expected and leads to extended revenue losses; -- Realized cost savings are lower than expected leading to break-even to only slightly positive FCF generation; -- The company faces costly liabilities from a nuclear incident. LIQUIDITY WX's liquidity is supported by a $200 million ABL facility, a $200 million first-lien RCF and a $250 million letter of credit facility. Liquidity will be further supported by expected healthy FCF of $200 million - 300 million in fiscal 2019 and fiscal 2020. The pro forma debt structure consists of the $3.0 billion first-lien term loan. The company's nearest maturities are the ABL and first lien revolvers, which mature in 2023. The first-lien term loan is expected to amortize at approximately $30 million per year. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Brookfield WEC Holdings Sub-Aggregator LP -- Long-term IDR affirmed at 'B'. Brookfield WEC Holdings, Inc. -- Long-term IDR affirmed at 'B'; -- ABL facility affirmed at 'BB'/'RR1'; -- First-lien revolving credit facility downgraded to 'B+'/'RR3' from 'BB-'/'RR2'; -- First-lien term loan downgraded to 'B+'/'RR3' from 'BB-'/'RR2'. The Rating Outlook is Stable. WHITE EAGLE: 2nd Amended Chapter 11 Plan Deemed Effective --------------------------------------------------------- On June 19, 2019, the Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware entered an Order Confirming White Eagle Asset Portfolio, LP's Second Amended Joint Chapter 11 Plan of Reorganization. The Disclosure Statement was approved on June 5. The Effective Date of the Plan occurred on June 19, 2019, according to a notice filed with the Bankruptcy Court. A full-text copy of the Second Amended Plan is available at https://tinyurl.com/y52ep7so from PacerMonitor.com at no charge. About White Eagle Asset Portfolio White Eagle Asset Portfolio, LP is the owner of a portfolio of 586 life insurance policies -- also known as life settlements -- with an aggregate death benefit of approximately $2.8 billion, White Eagle General Partner, LLC and Lamington Road Designated Activity Company, own the partnership interests in WEAP. White Eagle, et al., are indirect subsidiaries of Emergent Capital, Inc., a publicly traded company. White Eagle Asset Portfolio filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-12808), on Dec. 13, 2018. Affiliates LRDA and WEGP sought bankruptcy protection mid-November 2018 (Bankr. D. Del. Case Nos. 18-12614 to 12615). In the Petition was signed by Miriam Martinez, CFO, WEAP estimated assets of $500 million to $1 billion and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel. WINDTREE THERAPEUTICS: Incurs $6.5M Net Loss for March 31 Quarter ----------------------------------------------------------------- Windtree Therapeutics, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $6,537,000 on $40,000 of total revenues for the three months ended March 31, 2019, compared to a net loss of $4,512,000 on $204,000 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $111,626,000, total liabilities of $48,630,000, and $62,996,000 in total stockholders' equity. The Company said, "Although we believe that the CVie Acquisition and a US$39 million private placement financing that closed on the same date (the Private Placement Financing) have improved our financial position and may better position us to raise the capital needed to fund our business plans, we expect to continue to incur significant losses and require significant additional capital to advance our istaroxime and AEROSURF clinical development programs and other activities, support our operations and business development efforts, and satisfy our obligations beyond October 2019, and we do not have sufficient cash and cash equivalents for at least the next year following the date that the financial statements are issued. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued." A copy of the Form 10-Q is available at: https://is.gd/yadPx7 Windtree Therapeutics, Inc., a biotechnology and medical device company, develops drug product candidates and medical device technologies to address acute pulmonary and cardiovascular diseases. The Company is based in Warrington, Pennsylvania. XTAL INC: Court Approves Disclosure Statement, Confirms Plan ------------------------------------------------------------ Bankruptcy Judge M. Ellaine Hammond issued an order approving XTAL Inc.'s disclosure statement in support of its chapter 11 plan dated March 28, 2019, and confirming the Plan. Any objections to the disclosure statement, unless resolved, are overruled. About XTAL Inc. XTAL Inc. -- http://www.xtalinc.com/-- is a designer and manufacturer of semiconductor devices located in the Silicon Valley. It specializes in yield enhancement, software optimization and hardware implementation targeting semiconductor ecosystem. XTAL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-52770) on Dec. 17, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Elaine M. Hammond. The Debtor tapped Alston & Bird LLP as its legal counsel. YBCC INC: Net Loss, Accumulated Deficit Cast Going Concern Doubt ---------------------------------------------------------------- YBCC, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $29,032 on $599,699 of sales revenue for the three months ended March 31, 2019, compared to a net loss of $110,194 on $261,180 of sales revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $3,851,447, total liabilities of $3,697,915, and $153,532 in total equity. The Company reported that there are conditions that raise substantial doubt about its ability to continue as a going concern, citing net losses of $29,032 and $110,194 during the three months ended March 31, 2019 and 2018, respectively. The Company also disclosed that it has accumulated deficit of $1,373,337 and $1,331,207 as of March 31, 2019 and December 31, 2018, respectively. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required. A copy of the Form 10-Q is available at: https://is.gd/tbaUs1 YBCC, Inc., formerly known as International Packaging and Logistic Group, Inc., has its principal executive office in California. YBCC owns 51% of Yibaoccyb Limited, a British Virgin Islands limited liability company, which owns 100% of YibaoConfucian Co., Ltd. ("YibaoHK"), a Hong Kong company, owner of 100% of Shenzhen Confucian Biologics Co. Ltd. Confucian is in the Food Industrial Park inside the economic development Zone of JinXiang County, Jining City in the province of Shandong in China. Confucian possesses manufacturing permits for food product, hygienic products, sanitary products, and health products. The Company's main business includes research and development of chondroitin and garlic oil; trading, cold storage, and pretreating of garlic, fruit, and vegetables products; trading of chemical products (excluding hazardous chemicals); import and export of goods and technology (excluding those restricted by China government); and, the manufacturing and sale of health products including powder, granules, tablets, hard capsule, soft capsule products. Z GALLERIE: 34 Stores to Remain Open; Exit Plan Confirmed --------------------------------------------------------- U.S. Bankruptcy Court Judge Laurie Selber Silverstein at a hearing in Wilmington, Del., on June 13, 2019, said she'll confirm Z Gallerie LLC's bankruptcy exit plan. Thirty-four of Z Gallerie's furniture stores will stay open for business under its revised bankruptcy reorganization plan. According to the Third Plan Supplement filed by the Debtor on June 13, leases for 34 stores and one headquarter will be assumed by the Debtor and assigned to the winning bidder: Counterparty Store ------------ ----- 168th and Dodge LP Store #70 - Mall in Columbia 223-1 DL Holdings Store #89 – The Shops at Dos Lagos 4th Street Holdings LLC Store #21 – Berkeley AD Pembroke Land Co Store #96 - Shops At Pembroke Gardens Berman Enterprises Store #83 - Downtown at the Gardens City Centre Partners Store #20 – CityCentre Eskridge (E&A) LLC Store #24 - Mosaic District Forest City Store #10 - Village at Gulfstream Park FRIT San Jose T&C Store #57 - Santana Row General Growth Prop Store #64 - Mizner Park General Growth Prop Store #32 - Fashion Place General Growth Prop Store #65 - Fashion Show General Growth Prop Store #87 - Oxmoor Center General Growth Prop Store #46 - Perimeter Mall General Growth Prop Store #11 - La Cantera Genova Burns, LLC Store #91 - Paramus Design Center Jones Lang LaSalle Store #80 - Atlantic Station Knox St Village Holdings Store #51 - Knox Street Macerich Store #16 - Scottsdale Fashion Square Mercato, LLP Store #9 - The Mercato Millenia Crossing Store #60 - Millenia Crossing Simon Property Group Store #44 - Shops at Mission Viejo SLTS Grand Avenue Store #47 - Southlake Town Square South Coast Plaza Store #52 - South Coast Plaza Southglenn Property Store #31 - The Streets at South Glenn Taubman Centers, Inc. Store #38 - Cherry Creek Taubman Centers, Inc. Store #35 - University Town Center Willow Bend Shopping Store #29 - Shops at Willow Bend Tampa Westshore Assoc Store #63 - International Plaza Terreno 139th LLC Gardena Distribution Center and HQ Retail Property Trust Store #72 - Roosevelt Field The Roseville Fountains Store #97 - The Fountains at Roseville Village Square Dana Store #98 - Village Square at Dana Park Westfield Corp. Store #45 - Fashion Square Westfield Corp. Store #34 - Village at Topanga Z Gallerie had 76 stores at the start of its Chapter 11 case. DirectBuy Home Improvement, Inc., a Merrillville, Ind.-based membership savings club that sells home furnishings and decor, won an auction to acquire substantially all of Z Gallerie's assets in a deal valued at $20.3 million. KKR Credit Advisors (US) LLC, on behalf of hte prepetition term loan lenders, submitted a joint bid with DBHI. The Debtors will emerge from chapter 11 as a going concern and continue their retail presence as integrated business with DBHI. As a part of the Plan and the sale transaction, the DIP Lender will receive a partial pay down of the DIP loan and provide a first and third lien loan to DBHI. The DIP lender has also agreed to forego its DIP exit fee. The secured term loan lenders (100%) contributed their Class 5 Claims to DBHI to facilitate the restructuring and share pro rata in the debt and equity interests of DBHI. Thus, the Plan has the support of all funded debt creditors in Classes 4 and 5. Moreover, Class 7 (General Unsecured Claims) voted in favor by over 80% in both amount and number. Holders of general unsecured claims will receive their pro rata share of any "excess distributable cash". The Debtors said they have made modifications to the Plan that address each of the objections. The Debtors have resolved the U.S. Trustee's objections to the Plan with respect to exculpation, the debtor release, and the third party release. About Z Gallerie Z Gallerie, LLC -- https://www.zgallerie.com/ -- is a retailer of home decor products. It operated 76 retail stores in 28 states as of the petition date. Z Gallerie and its affiliate Z Gallerie Holding Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10488) on March 11, 2019. At the time of the filing, the Debtors estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Klehr Harrison Harvey Branzburg LLP and Kirkland & Ellis as legal counsel; Lazard Middle Market LLC as investment banker; Berkeley Research Group, LLC as restructuring advisor; and Stretto as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on March 20, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The committee retained Cooley LLP, as lead counsel and Province, Inc., as financial advisor. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re 27957 Lakes Edge Road LLC Bankr. C.D. Cal. Case No. 19-15109 Chapter 11 Petition filed June 12, 2019 See http://bankrupt.com/misc/cacb19-15109.pdf represented by: Alfred J. Verdi, Esq. VERDI LAW GROUP, APLC E-mail: verdilawgroup@live.com In re Teresa Birney Bankr. M.D. Fla. Case No. 19-05561 Chapter 11 Petition filed June 12, 2019 represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com In re CiaoBabyOnMain, LLC Bankr. N.D. Ill. Case No. 19-16814 Chapter 11 Petition filed June 12, 2019 See http://bankrupt.com/misc/ilnb19-16814.pdf represented by: Richard N. Golding, Esq. THE GOLDING LAW OFFICES, P.C. E-mail: rgolding@goldinglaw.net In re L.E.T. Ltd. Bankr. N.D. Ill. Case No. 19-16829 Chapter 11 Petition filed June 12, 2019 See http://bankrupt.com/misc/ilnb19-16829.pdf represented by: Richard N. Golding, Esq. THE GOLDING LAW OFFICES, P.C. E-mail: rgolding@goldinglaw.net In re Cupid Candies, Inc. Bankr. N.D. Ill. Case No. 19-16842 Chapter 11 Petition filed June 12, 2019 See http://bankrupt.com/misc/ilnb19-16842.pdf represented by: William J. Factor, Esq. FACTORLAW E-mail: wfactor@wfactorlaw.com In re Ron's Excavating Inc. Bankr. D. Mass. Case No. 19-12008 Chapter 11 Petition filed June 12, 2019 See http://bankrupt.com/misc/mab19-12008.pdf represented by: David B. Madoff, Esq. Steffani Pelton Nicholson, Esq. MADOFF & KHOURY LLP E-mail: madoff@mandkllp.com alston@mandkllp.com pelton@mandkllp.com In re P. O. Y. Realty Corp. Bankr. E.D.N.Y. Case No. 19-43615 Chapter 11 Petition filed June 12, 2019 Filed Pro Se In re Vasiliki Mandelos Bankr. E.D.N.Y. Case No. 19-43617 Chapter 11 Petition filed June 12, 2019 represented by: Lawrence Morrison, Esq. E-mail: lmorrison@m-t-law.com In re Perfect Home Repairs, Inc. Bankr. E.D.N.Y. Case No. 19-43647 Chapter 11 Petition filed June 12, 2019 See http://bankrupt.com/misc/nyeb19-43647.pdf represented by: Charles Wertman, Esq. LAW OFFICES OF CHARLES WERTMAN P.C. E-mail: cwertmanlaw@gmail.com charles@cwertmanlaw.com In re K-Fushion Inc. Bankr. E.D. Va. Case No. 19-11945 Chapter 11 Petition filed June 12, 2019 Filed Pro Se In re Arabie Trucking Services, LLC Bankr. E.D. La. Case No. 19-11603 Chapter 11 Petition filed June 13, 2019 See http://bankrupt.com/misc/laeb19-11603.pdf represented by: Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK, HORN & MANTHEY LLC E-mail: dsd@hellerdraper.com ddraper@hellerdraper.com In re Sugarland Express, LLC Bankr. E.D. La. Case No. 19-11604 Chapter 11 Petition filed June 13, 2019 See http://bankrupt.com/misc/laeb19-11604.pdf represented by: Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK, HORN & MANTHEY LLC E-mail: dsd@hellerdraper.com ddraper@hellerdraper.com In re 101 Auto Mall Inc. Bankr. E.D.N.Y. Case No. 19-74301 Chapter 11 Petition filed June 13, 2019 Filed Pro Se In re Binghamton Plaza, Inc. Bankr. N.D.N.Y. Case No. 19-60875 Chapter 11 Petition filed June 13, 2019 See http://bankrupt.com/misc/nynb19-60875.pdf represented by: Jeffrey A. Dove, Esq. BARCLAY DAMON LLP E-mail: jdove@barclaydamon.com In re Joe Allen Hash and Felicia Rhudy Hash Bankr. W.D. Va. Case No. 19-70820 Chapter 11 Petition filed June 13, 2019 represented by: Robert Tayloe Copeland, Esq. COPELAND LAW FIRM, P.C. E-mail: rtc@rcopelandlaw.com In re Online 4 Online Inc. Bankr. C.D. Cal. Case No. 19-16948 Chapter 11 Petition filed June 14, 2019 See http://bankrupt.com/misc/cacb19-16948.pdf represented by: Grace R. Rodriguez, Esq. LAW OFFICES OF R. GRACE RODRIGUEZ E-mail: ecf2@lorgr.com In re GWA Partners Inc. Bankr. N.D. Ill. Case No. 19-17055 Chapter 11 Petition filed June 14, 2019 See http://bankrupt.com/misc/ilnb19-17055.pdf represented by: David R. Brown, Esq. SRINGER BROWN, LLC E-mail: dbrown@springerbrown.com In re YCO Tulsa, Inc. Bankr. N.D. Okla. Case No. 19-11235 Chapter 11 Petition filed June 14, 2019 See http://bankrupt.com/misc/oknb19-11235.pdf represented by: Ron D. Brown, Esq. BROWN LAW FIRM PC E-mail: ron@ronbrownlaw.com In re Deco-Dence, LLC Bankr. N.D. Tex. Case No. 19-31994 Chapter 11 Petition filed June 14, 2019 See http://bankrupt.com/misc/txnb19-31994.pdf represented by: Robert Thomas DeMarco, Esq. DEMARCO MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re Sunny Ledge Enterprises, LLC Bankr. W.D. Wash. Case No. 19-12249 Chapter 11 Petition filed June 14, 2019 See http://bankrupt.com/misc/wawb19-12249.pdf represented by: Tuella O. Sykes, Esq. LAW OFFICES OF TUELLA O. SYKES E-mail: TOS@tuellasykeslaw.com In re James Augustus Joyner, IV Bankr. M.D. Fla. Case No. 19-02256 Chapter 11 Petition filed June 14, 2019 represented by: Bryan K. Mickler, Esq. MICKLER & MICKLER E-mail: court@planlaw.com In re Austin Lanell Cauley and Natasha Freeman Cauley Bankr. N.D. Ga. Case No. 19-59347 Chapter 11 Petition filed June 16, 2019 represented by: Howard D. Rothbloom, Esq. THE ROTHBLOOM LAW FIRM E-mail: howard@rothbloom.com In re Stay Dry Basement Waterproofing, Inc. Bankr. W.D. Mich. Case No. 19-02601 Chapter 11 Petition filed June 14, 2019 See http://bankrupt.com/misc/miwb19-02601.pdf represented by: Ethan D. Dunn, Esq. MAXWELL DUNN, PLC E-mail: bankruptcy@maxwelldunnlaw.com In re East 214th Street Corp. Bankr. S.D.N.Y. Case No. 19-11976 Chapter 11 Petition filed June 14, 2019 Filed Pro Se In re Garra E Faber Bankr. S.D.N.Y. Case No. 19-11977 Chapter 11 Petition filed June 14, 2019 Filed Pro Se In re Threshold of a Dream, LLC Bankr. W.D. Va. Case No. 19-61281 Chapter 11 Petition filed June 16, 2019 See http://bankrupt.com/misc/vawb19-61281.pdf represented by: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. E-mail: agoldstein@mglspc.com In re Michael A. Madrid Bankr. C.D. Cal. Case No. 19-15266 Chapter 11 Petition filed June 17, 2019 represented by: Benjamin A. Yrungaray, Esq. E-mail: attorney@denovofirm.com In re Richard Bulan Bankr. N.D. Cal. Case No. 19-30649 Chapter 11 Petition filed June 17, 2019 represented by: Arasto Farsad, Esq. FARSAD LAW OFFICES E-mail: FarsadECF@gmail.com In re VMAE Corp. Bankr. D. Nev. Case No. 19-13841 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/nvb19-13841.pdf represented by: David A. Riggi, Esq. DAVID A. RIGGI, ESQ. E-mail: darnvbk@gmail.com In re Maria M. Figueroa Carrasquillo Bankr. D.P.R. Case No. 19-03443 Chapter 11 Petition filed June 17, 2019 represented by: Jaime Rodriguez Perez, Esq. JAIME RODRIGUEZ PEREZ E-mail: jrpcourtdocuments@gmail.com In re Port City Hospitality Group LLC Bankr. S.D. Ala. Case No. 19-12042 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/alsb19-12042.pdf represented by: J. Willis Garrett, Esq. Robert M. Galloway, Esq. GALLOWAY, WETTERMARK & RUTENS, LLP E-mail: wgarrett@gallowayllp.com In re Joseph P. Tonello Bankr. S.D. Cal. Case No. 19-03552 Chapter 11 Petition filed June 18, 2019 represented by: Andrew H. Griffin, III, Esq. LAW OFFICES OF ANDREW H. GRIFFIN, III E-mail: Griffinlaw@mac.com In re The Davis Family Revocable Trust Bankr. D.C. Case No. 19-00400 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/dcb19-00400.pdf represented by: Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M. SHERMAN E-mail: jeffreymsherman@gmail.com In re ABC South Consulting and Construction, L.L.C. Bankr. E.D. La. Case No. 19-11650 Chapter 11 Petition filed June 19, 2019 See http://bankrupt.com/misc/laeb19-11650.pdf represented by: Evan Park Howell, III, Esq. E-mail: ehowell@ephlaw.com In re Rivinski LLC Bankr. D. Md. Case No. 19-18194 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/mdb19-18194.pdf represented by: Robert W. Thompson, Esq. ROBERT W. THOMPSON E-mail: rwt01754@yahoo.com rwtoffice@yahoo.com In re Heights Development LLC Bankr. D. Md. Case No. 19-18244 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/mdb19-18244.pdf represented by: Greg Friedman, Esq. LAW OFFICE OF GREG S. FRIEDMAN E-mail: friedman.g@gmail.com In re Express Solutions, LLC Bankr. D. Maine Case No. 19-20306 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/meb19-20306.pdf represented by: Katherine Krakowka, Esq. MARCUS CLEGG E-mail: kmk@marcusclegg.com bankruptcy@marcusclegg.com In re J&D Realty, LLC Bankr. D. Minn. Case No. 19-31968 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/mnb19-31968.pdf represented by: John D. Lamey, III, Esq. LAMEY LAW FIRM, P.A. E-mail: bankrupt@lameylaw.com jlamey@lameylaw.com In re Heart Rock, LLC Bankr. D. Minn. Case No. 19-50490 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/mnb19-50490.pdf represented by: John D. Lamey, III, Esq. LAMEY LAW FIRM, P.A. E-mail: bankrupt@lameylaw.com jlamey@lameylaw.com In re 3 Mile Farms, LLC Bankr. D. Neb. Case No. 19-41038 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/neb19-41038.pdf represented by: John C. Hahn, Esq. Justin Charles Valencia, Esq. WOLFE, SNOWDEN, HURD, AHL, SITZMANN, TANNEHILL & HAHN, LLP E-mail: bankruptcy@wolfesnowden.com jvalencia@wolfesnowden.com In re Ricardo A. Harewood Bankr. D.N.J. Case No. 19-21991 Chapter 11 Petition filed June 17, 2019 Filed Pro Se In re Happy Faces Childcare & Learning Center Inc. Bankr. D.N.J. Case No. 19-22093 Chapter 11 Petition filed June 18, 2019 Filed Pro Se In re Courtesy Transportation Services Inc. Bankr. E.D.N.Y. Case No. 19-43717 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/nyeb19-43717.pdf Filed Pro Se In re 12 Chairs Byn, LLC Bankr. E.D.N.Y. Case No. 19-43730 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/nyeb19-43730.pdf represented by: Raymond J. Aab, Esq. RAYMOND J AAB E-mail: rja120@msn.com In re Cositas Ricas Ecuatorianas Corp. Bankr. E.D.N.Y. Case No. 19-43747 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/nyeb19-43747.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com info@m-t-law.com In re Chiflez Corp. Bankr. E.D.N.Y. Case No. 19-43748 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/nyeb19-43748.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com info@m-t-law.com In re Shango Bistro Bankr. W.D.N.Y. Case No. 19-11248 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/nywb19-11248.pdf represented by: Arthur G. Baumeister, Jr., Esq. BAUMEISTER DENZ LLP E-mail: abaumeister@bdlegal.net In re Hector Luis Rivera Ortiz Bankr. D.P.R. Case No. 19-03456 Chapter 11 Petition filed June 18, 2019 represented by: Wandai I. Luna Martinez, Esq. E-mail: quiebra@gmail.com In re Fitness World, Inc. Bankr. E.D. Tex. Case No. 19-41645 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/txeb19-41645.pdf represented by: Robert T. DeMarco, Esq. DEMARCO MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re Owner's Association of Wingate Condominiums, Inc. Bankr. N.D. Tex. Case No. 19-32011 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/txnb19-32011.pdf represented by: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC E-mail: joyce@joycelindauer.com In re Moonshine Ale Ventures, LLC Bankr. S.D. Tex. Case No. 19-20282 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/txsb19-20282.pdf represented by: Allan L. Potter, Esq. ATTORNEY AT LAW E-mail: ecf@allanlpotter.com In re KK Sub II LLC Bankr. S.D. Tex. Case No. 19-33366 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/txsb19-33366.pdf represented by: Deirdre Carey Brown, Esq. Vianey Garza, Esq. Melissa Anne Haselden, Esq. HOOVER SLOVACEK LLP E-mail: brown@hooverslovacek.com garza@hooverslovacek.com Haselden@hooverslovacek.com In re Fran Transport Inc. Bankr. S.D. Tex. Case No. 19-50105 Chapter 11 Petition filed June 17, 2019 See http://bankrupt.com/misc/txsb19-50105.pdf represented by: Carl Michael Barto, Esq. LAW OFFICE OF CARL M. BARTO E-mail: cmblaw@netscorp.net In re Abdul Qadir Khan Bankr. E.D. Va. Case No. 19-12009 Chapter 11 Petition filed June 17, 2019 Filed Pro Se In re 3518 1st Ave., LLC Bankr. E.D. Va. Case No. 19-12026 Chapter 11 Petition filed June 18, 2019 See http://bankrupt.com/misc/vaeb19-12026.pdf represented by: Ashvin Pandurangi, Esq. AP LAW GROUP, PLC E-mail: ap@aplawg.com In re Jose Antonio Vargas and Kristiann Elizabeth Vargas Bankr. W.D. Wisc. Case No. 19-12100 Chapter 11 Petition filed June 18, 2019 represented by: Eliza M. Reyes, Esq. KREKELER STROTHER, S.C. E-mail: ereyes@ks-lawfirm.com ********* 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. 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On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. 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