/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190724.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 24, 2019, Vol. 23, No. 204 Headlines 14554 FRIAR: Case Summary & Unsecured Creditor 203 HARRISON: Voluntary Chapter 11 Case Summary 3800 LUMBERYARD: Case Summary & 8 Unsecured Creditors 4218 PARTNERS: Voluntary Chapter 11 Case Summary ACETO CORP: Apex Pharmaceuticals Objects to Disclosure Statement AERKOMM INC: Lists on Euronext Paris AGILE THERAPEUTICS: Appoints Chief Financial Officer ALCAMI CORP: S&P Downgrades ICR to 'CCC+' on Cash Flow Deficits ALL STOP VENDING: Unsecureds to Get 10% Over 18 Months ALLEN MEDIA: S&P Affirms 'B' ICR on Bayou City Broadcasting Deal AMERICAN ENERGY: S&P Lowers ICR to 'D' on Missed Interest Payments AMERICAN RESOURCE: Trustee's Moecker Auction of Property Approved ANASTASIA BEVERLY: Moody's Lowers CFR to B3 on Declining Sales ANDERSON FARMS: Aug. 28 Plan Confirmation Hearing AREABEATS PROPERTIES: San Rafael Property Sale to 1720 Lincoln OK'd BRIDGEVIEW, IL: S&P Affirms 'BB-' GO Debt Rating; Off Watch Dev. BRISTOW GROUP: Deadline to File Claims Set for Aug. 6 CALIFORNIA RESOURCES: Colony Capital Commits to Invest up to $500M CAMBER ENERGY: Provides Update on Engineering Company Acquisition CARBUCKS OF CAROLINA: Seeks to Hire Johnson Pope Bokor as Counsel CENTERSTONE LINEN: Atlas' Sale of Linen & Linen Carts Approved CLIPPER ACQUISITIONS: S&P Affirms 'BB+' ICR; Outlook Remains Stable CONSOLIDATED LAND: Voluntary Chapter 11 Case Summary CORVALLIS FEED: Gets Court Approval to Hire Consultant CRAIG WALKER: Plan Admin's Sale of Remaining FSW Bank Shares Okayed DOWN HILL FARM: Seeks to Hire Allen Stovall as New Counsel ENDEAVOR ENERGY: Fitch Assigns 'BB' IDR, Outlook Positive EVOLV SOLUTIONS: Seeks to Hire Evans & Mullinix as Legal Counsel FERNANDO VON ROSSUM: $516K Sale of San Antonio Property Approved FIRST FLORIDA: Case Summary & 20 Largest Unsecured Creditors FUELCELL ENERGY: Raises $12.7M from At "The Market Offering" GLOBAL HOUGHTON: S&P Cuts ICR to 'B-' as Debt Maturities Draw Near GNC HOLDINGS: Posts $16.1 Million Net Income in Second Quarter GRCDALLASHOMES LLC: Hires Chad M. Ruback as Appellate Counsel GREENTECH AUTOMOTIVE: Rubin and Rudman Updates Bi Claimants GULF FINANCE: S&P Affirms 'B-' ICR; Outlook Neg. on High Leverage HEARTS AND HANDS: Voluntary Chapter 11 Case Summary HERTZ CORP: S&P Rates New $500MM Sr. Unsecured Notes Due 2026 'B-' HOME LOAN: Case Summary & 13 Unsecured Creditors INVERNESS VILLAGE: Case Summary & 20 Largest Unsecured Creditors JANABI ASSOCIATES: Seeks to Hire Larry Strauss as Accountant JTJ RESTAURANTS: Byrd's Online Auction of Assets Approved LIDDLE & ROBINSON: Case Summary & 20 Largest Unsecured Creditors MAGNUM CONSTRUCTION: Hires Watt Tieder Hoffar as Special Counsel MARINE ENVIRONMENTAL: Seeks to Hire Loeb & Loeb as Counsel MICHAEL BRUCE: $1.3M Sale of Vienna Property to Schokas Approved MINISO INTERNATIONAL: Seeks Protection Under CCAA NASSAU LIFE: S&P Affirms 'BB' ICR; Outlook Negative OLEUM OPERATING: Hires Ron Stringer & Associates as Accountant OUTBOARD MARINE: Chapter 7 Trustee to Auction OMC Interests Sept. 4 PARFUMS HOLDING: S&P Alters Outlook to Stable, Affirms 'B' ICR PG&E CORP: Oct. 21 Claims Filing Deadline Set PULMATRIX INC: Receives Noncompliance Notice from Nasdaq RELIABLE GALVANIZING: $275K Sale of Chicago Property to Wayne OK'd RETRIEVAL MASTERS: Seeks to Hire Chapman and Cutler as Attorney RIVERDALE FINANCE: Fitch Affirms BB Rating on $7.5MM 2018A Bonds ROCKY MOUNTAIN ACADEMY: S&P Raises Revenue Bond Rating to 'B+' RODRIGUEZ INVESTMENTS: Hires Peyrot and Associates as Counsel RONALD BRODIE: $825K Sale of Moorestown Property to Smiths Approved SAVION INVESTMENTS: Voluntary Chapter 11 Case Summary SEAHAWK HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR SFO INVESTMENTS: Seeks to Hire Angstman Johnson as Attorney SINCLAIR TELEVISION: S&P Cuts Senior Unsecured Debt Rating to 'B' STEAK N SHAKE: S&P Cuts Rating on Secured Term Loan to 'CCC-' STEARNS HOLDINGS: Section 341(a) Meeting Set For July 29 SUNGLO HOME: Aug. 20 Plan Confirmation Hearing TAYLOR MORRISON: S&P Rates New $425MM Unsec. Notes Due 2028 'BB' THURSTON MANUFACTURING: $7.6M Sale of IP & Related Assets Approved TIEL TRUST: Unsecureds to Get Paid in Full Under Chapter 11 Plan TIRAMISU RESTAURANT: Unsecureds to Get 10% Under Ch. 11 Plan VISCONTI TRANSPORT: Taps Diaz & Larsen as Legal Counsel WESTERN COMMS: $240K Sale of Redmond Property to Bishop Approved WESTERN RESERVE: $260K Sale of Property to WaterSurplus Approved WHITE BIRCH: Taps Van De Water Law Offices as Legal Counsel WOW WEE: Aug. 22 Plan Confirmation Hearing XENETIC BIOSCIENCES: Closes $15M Underwritten Public Offering YAMANA GOLD: S&P Affirms BB+ Issuer Credit Rating; Outlook Stable ********* 14554 FRIAR: Case Summary & Unsecured Creditor ---------------------------------------------- Debtor: 14554 Friar, LLC 14554 Friar Street Van Nuys, CA 91411 Business Description: 14554 Friar LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Case No.: 19-11843 Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Donna Bullock, Esq. ATTORNEY AT LAW 800 W 6th St., Ste. 1250 Los Angeles, CA 90017 Tel: 562-726-0778 Email: donna.bullock@ymail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Leonid Kamenetsky, managing member. The Debtor lists Leonid Kamenetsky as its sole unsecured creditor holding a claim of $700,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-11843.pdf 203 HARRISON: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 203 Harrison Street Limited Partnership aka Pinnacle of Boone Apartments 740 S 75th Street Omaha, NE 68114 Business Description: 203 Harrison Street Limited Partnership primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Case No.: 19-81060 Judge: Hon. Thomas L. Saladino Debtor's Counsel: Robert Vaughan Ginn, Esq. ROBERT V. GINN, ATTORNEY 1337 S 101st st, Ste 209 Omaha, NE 68124 Tel: 402-398-5434 E-mail: rvginn@cox.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John C. Foley, Central States Development, LLC general partner. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/neb19-81060.pdf 3800 LUMBERYARD: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: 3800 Lumberyard Development, LLC c/o Franklin Loffer P.O. Box 470577 San Francisco, CA 94147 Business Description: 3800 Lumberyard Development LLC owns in fee simple two vacant land parcels located in Santa Cruz, California having a total current value of $6.12 million (based on recent cost valuation). Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court Northern District of California (San Jose) Case No.: 19-51462 Judge: Hon. M. Elaine Hammond Debtor's Counsel: Stanley A. Zlotoff, Esq. LAW OFFICES OF STANLEY A. ZLOTOFF 300 South 1st St. #215 San Jose, CA 95113 Tel: (408) 287-5087 Email: zlotofflaw@gmail.com Total Assets: $6,125,010 Total Liabilities: $5,749,345 The petition was signed by Franklin Loffer, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb19-51462.pdf 4218 PARTNERS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- 4218 Partners LLC 19-44444 c/o J. Fischman 1949 50th Street Brooklyn, NY 11204 175 Pulaski RLM LLC 19-44445 c/o J. Fischman 1949 50th Street Brooklyn, NY 11204 Business Description: The Debtors are privately held companies in Brooklyn, New York. Chapter 11 Petition Date: July 21, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judges: Hon. Nancy Hershey Lord (19-44444) Hon. Carla E. Craig (19-44445) Debtors' Counsel: Isaac Nutovic, Esq. NUTOVIC & ASSOCIATES 261 Madison Avenue, 26th Floor New York, NY 10016 Tel: (212) 421-9100 E-mail: inutovic@nutovic.com 4218 Partners' Estimated Assets: $10 million to $50 million 4218 Partners Estimated Liabilities: $1 million to $10 million 175 Pulaski's Estimated Assets: $1 million to $10 million 175 Pulaski's Estimated Liabilities: $1 million to $10 million The petitions were signed by Joseph Fischman, manager. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/nyeb19-44444.pdf http://bankrupt.com/misc/nyeb19-44445.pdf ACETO CORP: Apex Pharmaceuticals Objects to Disclosure Statement ---------------------------------------------------------------- Apex Pharmaceuticals, Inc., filed a limited objection to the approval of the Disclosure Statement explaining the Chapter 11 plan of liquidation filed by ACETO Corporation and its debtor affiliates. Apex points out that the Debtors fail to set forth any legal or factual rationale, other than costs, to circumvent the statutory scheme, which requires that the Court, first and prior to the solicitation of any votes in favor of the proposed plan, to find that the disclosure statement contains adequate information to permit a creditor to make an informed decision. Apex complains that the disclosure statement was inadequate then the costs of new solicitation, voting and a second hearing on confirmation would greatly exceed any cost savings in holding a combined hearing. According to Apex, the Debtors have provided no case law, or rationale for the requested relief. Apex asserts that the Debtors have failed to set forth any rationale for this expedite procedure and similar to the objections above have failed to set forth any meritorious rationale to avoid the normal docketing and scheduling requirements. Counsel to Apex Pharmaceuticals, Inc.: Michael Kahme, Esq. Michael J. Shavel, Esq. HILL WALLACK LLP 21 Roszel Road P.O. Box 5226 Princeton, NJ 08543 Tel: (609) 924-0808 Fax: (609) 452-1888 About ACETO Corp. ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). The Company employs approximately 180 people. With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and eight affiliates sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons & Simmons as foreign counsel; PJT Partners LP as investment banker and financial advisor; AP Services LLC as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee, on Feb. 28, 2019, appointed five members to the official committee of unsecured creditors. Counsel for the Committee is Stroock & Stroock & Lavan LLP and Porzio, Bromberg & Newman, P.C. Houlihan Lokey Capital, Inc., is the Committee's investment banker. GlassRatner Advisory & Capital Group, LLC, as its financial advisor. AERKOMM INC: Lists on Euronext Paris ------------------------------------ Aerkomm Inc.'s common stock began trading on the Euronext Paris on July 23, 2019. Currently listed on the Nasdaq OTCQX market, Aerkomm is a development stage company that intends to partner with airlines to offer air passengers free in-flight entertainment and communications services, and expects to generate revenue through the sales of advertising space and in-flight transactions. With strategic partnerships with brands such as Airbus and Air Malta, Aerkomm now plans to build both a customer base and investor base in Europe. Aerkomm (ticker code: AKOM) was listed on July 23, 2019 through the admission to trading of 9,399,272 shares making up its capital. The listing price was set at EUR6.468 per share. Market capitalisation on the day of listing was circa EUR60.8 million. During the listing ceremony this morning, Aerkomm CEO Jeffrey Wun said: "The Aerkomm team is thrilled to have listed on Euronext Paris. This European listing reflects our growth ambitions as well as the successes achieved in Europe to date. Listing on Euronext Paris, we believe, will unlock deep pools of European investor capital and will place us alongside our current and future strategic partners. We look forward to strengthening our ties with the European investor and Aerospace communities." About Aerkomm Headquartered in Nevada, USA, Aerkomm Inc. -- http://www.aerkomm.com/-- is a full-service development stage provider of in-flight entertainment & connectivity (IFEC) solutions, intended to provide airline passengers with a broadband in-flight experience that encompasses a wide range of service options. Those options include Wi-Fi, cellular, movies, gaming, live TV, and music. The Company plans to offer these core services, which it is currently still developing, through both built-in in-flight entertainment systems, such as a seat-back display, as well as on passengers' own personal devices. Chen & Fan Accountancy Corporation, in San Jose, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 22, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring loss from operations that raises substantial doubt about its ability to continue as a going concern. As of March 31, 2019, the Company had $47.18 million in total assets, $7.55 million in total liabilities, and $39.62 million in total stockholders' equity. Aerkomm reported a net loss of $6.68 million for the nine months ended Dec. 31, 2018, following a net loss of $6.24 million for the nine months ended Dec. 31, 2017. AGILE THERAPEUTICS: Appoints Chief Financial Officer ---------------------------------------------------- Agile Therapeutics, Inc. has appointed Dennis P. Reilly as chief financial officer effective Aug. 5, 2019. "We look forward to Dennis joining the Agile team. He is an experienced CFO who brings a timely combination of financial acumen and commercial and business development experience that can help us prepare for the potential commercialization of our lead product candidate, Twirla(AG200-15)," said Al Altomari, chairman and chief executive officer of Agile. "We remain focused on seeking approval of Twirla and building a robust women's health company. We are committed to making the investments and assembling the team we need to achieve those goals." Mr. Reilly has had significant experience with commercial companies in the pharmaceutical and diagnostics sectors. Most recently, from 2017 to 2019, he served as chief financial and operations officer of Invisible Sentinel, Inc., a Philadelphia-based diagnostics company that was sold to BioMeriux, a French biotechnology company, where he contributed to the initial commercial growth of the company. From 2009 to 2017, Mr. Reilly was the chief financial officer of NeoStrata Company, Inc., a Princeton, New Jersey based global leader in dermocosmetics, which was sold to Johnson & Johnson Consumer Inc. in 2017, and where he oversaw several important initiatives to restructure the company and return it to financial growth. Prior to that, from 2005 to 2008, he served as the chief financial officer, and prior to that role as controller, of Barrier Therapeutics, Inc., a public dermatology focused specialty pharmaceutical company, which was sold to Steifel Laboratories, Inc. in 2008. Mr. Reilly was the corporate controller at the Medicines Company from 2002 to 2005. Mr. Reilly is a C.P.A., who received his B.S. in Accounting from Villanova and his M.B.A. from Virginia Tech. "I am excited about Agile's potential to become a commercial company and am thrilled to be joining the company at this pivotal time. I look forward to helping the company achieve success and create additional value," said Mr. Reilly. Pursuant to the terms of the Company's employment agreement with Mr. Reilly, he will receive an initial annual base salary of $350,000 and will be eligible to participate in the Company's benefit and compensation plans, including the Company's annual bonus plan and the 2014 Amended and Restated Incentive Compensation Plan. Mr. Reilly's target annual bonus is 40% of his base salary, which, for 2019, will be pro-rated for the actual period of service in 2019. Mr. Reilly will also receive an option to purchase 150,000 shares of the Company's common stock on Aug. 5, 2019. The option award agreement will be consistent with the Company's standard option award agreement, and the option will vest on a four-year vesting schedule, with 25% of the shares subject to the option vesting on the first anniversary of the date of grant and the remaining shares vesting in 36 substantially equal monthly installments thereafter through the fourth anniversary of the date of grant, subject to Mr. Reilly's continued employment with the Company on each vesting date. About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. The Company plans to resubmit its new drug application, or NDA, for Twirla to the U.S. Food and Drug Administration, or FDA, and seek FDA approval of the NDA in 2019. Agile Therapeutics reported a net loss of $19.77 million for the year ended Dec. 31, 2018, compared to a net loss of $28.30 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $26.13 million in total assets, $1.34 million in total current liabilities, $128,000 in long term lease liability, and $24.66 million in total stockholders' equity. Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor since 2010, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations, has experienced delays in the approval of its product candidate and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ALCAMI CORP: S&P Downgrades ICR to 'CCC+' on Cash Flow Deficits --------------------------------------------------------------- S&P Global lowered its issuer credit rating on Durham, N.C.-based contract development and manufacturing organization Alcami Corp. to 'CCC+' from 'B-'. S&P also lowered its issue-level rating on the company's first-lien term loan and revolver to 'CCC+' from 'B-' and revised the recovery rating to '3' from '2'. The second-lien term loan is unrated. The downgrade reflects Alcami Corp.'s recent underperformance, and S&P's view that the company's business is weaker than the rating agency previously considered. As a result, S&P has lowered its expectations for sales and EBITDA margins for 2019 and beyond. It now expects adjusted debt leverage of about 11.5x-12.5x for 2019 and 2020 compared to its prior expectation of leverage improving to about 6x-7x for 2019 and 2020. The rating agency expects cash flow deficits over the next 12 to 24 months. Although S&P expects Alcami to have sufficient liquidity for the next 12 months, the rating agency believes liquidity must improve significantly, otherwise could become constrained in subsequent years given the springing leverage covenant on the revolver. S&P's updated forecast also considers the significant changes in key management personnel and the company's shift in focus to cost efficiencies and restructuring its commercial work streams. The negative outlook reflects S&P's view that ongoing cash flow deficits and weaker liquidity will hinder expected improvement in Alcami's financial performance. S&P expects the company's revenue will decline in 2019 and grow at a mid-single-digit pace thereafter, with working capital management providing some short-term liquidity in 2019. "We could lower the rating if the company underperforms our expectation for improvement. This would likely result in constrained liquidity and lead us to conclude there is a greater risk of default occurring within 12 months," S&P said. This could occur if there are further project and customer delays or if the impact of cost-cutting initiatives and commercial work stream efficiencies falls short of expectations, according to the rating agency. "We could consider revising the outlook to stable on Alcami if it successfully implements its cost-cutting and commercial initiatives while growing its revenue and reducing cash flow deficits. This would indicate the company's capital structure is likely sustainable at least over the next one to two years," S&P said. ALL STOP VENDING: Unsecureds to Get 10% Over 18 Months ------------------------------------------------------ All Stop Vending, LLC, files a Chapter 11 plan and accompanying Disclosure Statement proposing that holders of Allowed Unsecured Claims, classified in Class 5, will receive a total distribution in an amount equal to 10% of their claim. The Debtor will pay an amount equal to 5% of the Class 5 claim on the Effective Date, and then pay an amount equal to 5% in 18 equal monthly installments commencing 30 days after the Effective Date. CLASS 4 secured portion of the claim of Firestone Financial, LLC are impaired. The Debtor believes the value of the collateral securing the claim of Firestone to be no more $150,000. The principal balance due on the note shall be modified and reduced to $150,000 or the court-determined value of the property securing the claim. The note shall be further modified as provided herein to provide for payments of $2,000.00 a month without in interest until the reduced principal balance is paid in full. Debtor will commence monthly payments as set forth above on the Effective Date. CLASS 6 Lee Seligman are impaired. Whose claim is disputed, and who will not receive a distribution under the plan. This claim is limited to any recovery payable by the Debtor’s insurance. Payment to all creditors will be made from operating revenues. A full-text copy of the Disclosure Statement dated July 17, 2019, is available at https://tinyurl.com/y22hfd8x from PacerMonitor.com at no charge. About All Stop Vending All Stop Vending, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10687) on Jan. 17, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of less than $1 million. The case has been assigned to Judge Robert A. Mark. Sue Lasky P.A. is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of All Stop Vending, LLC as of Feb. 25, according to a court docket. ALLEN MEDIA: S&P Affirms 'B' ICR on Bayou City Broadcasting Deal ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Allen Media LLC (Allen Media) and its 'B' issue-level rating on the company's existing senior secured first-lien term loans. The '3' recovery rating remains unchanged. Allen Media acquired Bayou City Broadcasting for $165 million through its affiliate Allen Media Broadcasting (AMB) through a combination of equity investments and new debt issued at the affiliate that are outside the Allen Media credit group. S&P consolidates the affiliate with Allen Media in determining the issuer credit rating given its view that AMB is core to Allen Media's overall strategy, and S&P would expect Allen Media to provide some support if AMB faced financial pressures. "The stable outlook reflects our view that, although we forecast consolidated adjusted leverage to increase above 4.0x as a result of the transaction over the next 12 months, it will continue to remain below our 4.5x adjusted leverage threshold, while free operating cash flow to debt will consistently remain 5.0%," S&P said, adding that the stable outlook also reflects its expectation that TWC's stable, multiyear carriage agreements will continue to provide some revenue stability. "We could lower our rating if Allen Media continues to pursue debt-financed acquisitions that could keep consolidated adjusted leverage above our 4.5x threshold for the current rating. We could also lower our rating if subscriber losses accelerate beyond our 3%-4% annual rate, which would in turn reduce affiliate fee revenues and advertising revenues," S&P said. An upgrade would entail the company demonstrating revenue and EBITDA stability in TWC and Entertainment Studios through significant subscriber growth resulting in adjusted leverage declining below 4.0x while generating free operating cash flow to debt of at least 10% on sustained basis, according to S&P. Additionally, the rating agency would want to see a more robust governance structure implemented at the company and a longer track record of success under the current operating model. AMERICAN ENERGY: S&P Lowers ICR to 'D' on Missed Interest Payments ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit ratings on American Energy Permian Holdings LLC and U.S. oil and gas exploration and production company American Energy–Permian Basin LLC (AEPB) to 'D' from 'CC'. At the same time, S&P lowered its issue-level ratings on AEPB's senior secured first-lien notes due 2020, senior secured second-lien notes due 2020, floating rate notes due 2019, and senior unsecured notes due 2020 and 2021 to 'D'. S&P's '1' recovery rating on American Energy–Permian Basin's first-lien term loan is unchanged, indicating its expectation for very high (90%-100%; rounded estimate: 95%) recovery for creditors in the event of a default. S&P's '6' recovery rating on the company's second-lien senior term loan, 2019 senior unsecured floating rate notes, and 2020 and 2021 senior unsecured term loans is also unchanged, indicating the rating agency's expectation for negligible (0%-10%; rounded estimate: 5%) recovery for creditors in the event of a default. The downgrade follows the announcement that AEPB failed to make the interest payments on its senior unsecured notes due 2019, 2020, and 2021 within the 30-day grace period. S&P had expected the payments to be made as part of a previously announced exchange offer; however, the offer has still not been accepted by a sufficient number of bondholders. Given the company's limited cash position, negative free cash flow, and ongoing negotiations with bondholders, S&P does not believe the company will make payments on its other obligations as they come due. As a result, S&P is lowering the issuer credit ratings on American Energy Permian Holdings LLC and AEPB, as well as the issue-level ratings on all debt obligations, to 'D'. AMERICAN RESOURCE: Trustee's Moecker Auction of Property Approved ----------------------------------------------------------------- Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida authorized Barry Mukamal, Chapter 11 trustee for American Resource Management, LLC and its affiliates, to retain Moecker Auctions, Inc. to conduct an auction sale of certain personal property. A hearing on the Motion was held on July 16, 2019 at 1:30 p.m. The retention of Moecker Auctions is approved with compensation to be based upon a "buyer premium" being the sum of 10% of the gross sales price of each item purchased by an "on-site" buyer, and the sum of 15% of the gross sale proceeds for purchases made on-line. Moecker Auctions will also be reimbursed for its out-of-pocket costs for advertising, marketing and conducting the auction, which are estimated to be approximately $9,320. The Personal Property identified in the Motion is subject to adjustment as the Trustee reconciles the inventory list with property that should also be sold. The Trustee is authorized to sell all such Personal Property via auction free and clear of liens and encumbrances without further order from the Court. The Trustee will hold the net proceeds -- after payment of the auctioneer -- pending further order of the Court. The Trustee will serve the Order on the U.S. Trustee and all creditors together with service of the notice pursuant to Bankruptcy Rules 2002(a)(2), 2002(c)(1), and 6004. The provisions of Bankruptcy Rule 6004(h) will not apply to stay consummation of the relief authorized. The order will be effective and enforceable immediately upon entry. Upon completion of the auction, Moecker Auctions will file with the Court a report summarizing the results of the auction and stating the fees and expenses which will be paid to Moecker Auctions in accordance with the Order. The report will be served only on the U.S. Trustee, the Trustee and any other party who specifically requests a copy. The fees and expenses may be paid without the necessity of further notice or hearing unless a party in interest files an objection within 14 days from the filing of the report with the Court and service of the report on the parties set forth. About American Resource American Resource Management, LLC, is a timeshare liquidation company headquartered in Florida. American Resource, one of the nine debtor affiliates of American Resource Management Group, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-14605) on April 9, 2019. The petition was signed by Shyla Cline and Scott Morse, managers. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge John K. Olson oversees the case. Tate M. Russack, Esq., an attorney based in Boca Raton, Fla., is the Debtor's bankruptcy attorney. Barry Mukamal was appointed as Chapter 11 trustee for the Debtors. The Trustee is represented by Kozyak Tropin & Throckmorton LLP. ANASTASIA BEVERLY: Moody's Lowers CFR to B3 on Declining Sales -------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Anastasia Parent, LLC (Anastacia Beverly Hills) to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded Anastasia's 1st lien senior secured revolving credit facility and term loan ratings to B3 from B2. The outlook is stable. The downgrades reflect Anastasia's declining sales and earnings, which have led to very slow deleveraging following the 2018 debt-financed dividend to its owners. Sales and earnings declines have been driven by heightened promotional activity in the intensely competitive and crowded color cosmetics category. Earnings have also been negatively impacted by increased costs as Anastasia adds to its senior management team and adds high caliber talent. This soft operating performance has resulted in high financial leverage with debt to EBITDA of 5.3x, materially higher than Moody's originally anticipated at the time of the 2018 dividend. Moody's estimates that debt to EBITDA will reach a high of 5.9x by the end of 2019. The stable outlook reflects Moody's view that the prestige color cosmetics segment will remain challenging. The outlook also reflects Moody's view that the company's high financial leverage will improve over time due to debt repayment and earnings growth. Ratings Downgraded: Anastasia Parent, LLC Corporate Family Rating to B3 from B2 Probability of Default at B3-PD from B2-PD $150 million Gtd senior secured first lien revolving credit facility expiring in 2023 to B3 (LGD4) from B2 (LGD4) $650 million Gtd senior secured first lien term loan B due 2025 to B3 (LGD4) from B2 (LGD4) The outlook is stable. RATINGS RATIONALE The B3 CFR reflects Anastasia's high financial leverage, with debt/EBITDA estimated at 5.3x. It also reflects weak operating performance as sales and earnings have declined over the past year. The rating also reflects the company's relatively small scale with revenues of roughly $300 million compared to much larger cosmetic competitors, and narrow focus in prestige color cosmetics. Larger competitors have greater scale, possess more product and geographic diversity, and have greater investment capacity through a range of economic cycles. Anastasia has high retail concentration at Sephora and Ulta given that a significant amount of its revenues are generated from those channels. Moody's also recognizes the high and increasing competition from other independent brands, as well as from larger and better diversified competitors. Anastasia has limited geographic diversity with a significant amount of sales generated in the U.S. The rating is supported by the company's good brand name recognition in niche markets and good liquidity. The ratings could be downgraded if Anastasia's operating performance continues to deteriorate or if the company engages in debt funded acquisitions or shareholder distributions. Ratings could also be downgraded if debt/EBITDA is sustained above 6.0x, or if liquidity deteriorates. The rating could be upgraded if the company sustains operating profit growth and improves credit metrics, achieves greater scale, and increase its geographic and product diversity. Anastasia would also need to establish a longer track record of good operating performance and sustain debt to EBITDA below 4.5x before Moody's would consider an upgrade The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Based in Beverly Hills, CA, Anastasia is a marketer and seller of prestige color cosmetics largely in the U.S. Anastasia is majority owned by the Soare family with TPG owning a minority interest. The company generates roughly $300 million in annual revenue. ANDERSON FARMS: Aug. 28 Plan Confirmation Hearing ------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan filed by Anderson Farms, Inc., is approved. The hearing on confirmation of the Plan has been set before this Court, at the U.S. Courtroom, Federal Building, 801 E. Sherman Avenue, Pocatello, Idaho on August 28, 2019, at 10:00 A.M. August 21, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Plan. About Anderson Farms Anderson Farms, Inc. -- https://www.andersonfarms.org/ -- operates a specialized freight trucking business providing a wide range of services to the agricultural industry that suit the needs and requirement of transporting feed to dairies and feedlots. It is headquartered in Burley, Idaho. Anderson Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40360) on April 30, 2018. In the petition signed by Cameron Smith, director, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Joseph M. Meier oversees the case. Maynes Taggart PLLC is the Debtor's counsel. AREABEATS PROPERTIES: San Rafael Property Sale to 1720 Lincoln OK'd ------------------------------------------------------------------- Judge Mitchell B. Greenberg of the U.S. Bankruptcy Court for the Northern District of California authorize Areabeats Properties, LLC's sale of the real property and improvements located at 917-919 4th Street, San Rafael, California, APN 011-263-08, to 1720 Lincoln, LLC. The sale is free and clear of the third deed of trust of Redwood Credit Union ("RCU") against the Property, with RCU to receive net sale proceeds consistent with the provisions of the Compromise and Settlement Agreement between the Debtor and RCU attached as an exhibit to the Debtor's confirmed chapter 11 plan (i.e., net proceeds after payment of costs of sale, including broker's commissions as are authorized by the Bankruptcy Court, payment of senior liens, and payment of $60,000 to the Debtor to be used to pay pre-confirmation unsecured and administrative-expense claims). The Debtor is authorized to sell the Property to the Buyer on the terms set forth in the Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate attached as Exhibit 1 to the July 11, 2019, Declaration of Laura van Galen on file in the Debtor's case. In the event the Buyer fails to close its purchase of the Property, the Debtor is authorized to sell the Property to the Initial Offeror on the terms set forth in the Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate attached as Exhibit 1 to the June 19, 2019, Declaration of Laura van Galen on file in the Debtor's case, provided the Initial Offeror remits the required escrow deposit promptly upon its receipt of notification the Buyer has failed to close its purchase of the Property. About Areabeats Properties AreaBeats Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31137) on Oct. 18, 2018. It filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). In the petition signed by Laura van Galen, manager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Hannah L. Blumenstiel oversees the case. The Debtor tapped the Law Office of Steven M. Olson as its legal counsel. On April 12, 2019, the Court appointed Colliers International Group, Inc. And Colliers Nevada, LLC, doing business as Colliers International as Broker. BRIDGEVIEW, IL: S&P Affirms 'BB-' GO Debt Rating; Off Watch Dev. ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' long-term rating and underlying rating (SPUR) on Bridgeview, Ill.'s existing unlimited-tax general obligation (GO) bonds. At the same time, S&P removed the rating from CreditWatch with developing implications, where it was placed on May 2, 2019. The outlook is stable. "We removed the rating from CreditWatch after receipt of a memorandum of understanding (MOU) dated July 3, 2019 between Chicago Fire Soccer LLC and the Village of Bridgeview in connection with the amendment and restatement of the lease related to SeatGeek Stadium (f/k/a Toyota Park)," said S&P Global Ratings credit analyst Blake Yocom. "In our opinion, the agreement, once finalized, will provide marginal budgetary relief to the village and stabilize the credit at the current rating level in the near term," he added. S&P does not expect material changes in the final agreement. But for the agreement, Bridgeview was facing significant tax increases and/or immediate additional debt restructurings to pay its future scheduled debt service payments on time and in full. Additionally, its market access for GO debt was in question as evidenced by the formation of Bridgeview Finance Corp. and the securitization of its sales tax revenues. The stadium fund has generated approximately $1.45 million (five-year average) in revenue over expenditures available for transfer for debt service and general operations. Now, under the terms of the MOU, the village will receive $3 million annually through 2033. The full scheduled debt service is approximately $15 million to $16.5 million in the next five years. S&P understands the upfront $10 million will be used to forgo planned tax increases and eliminate the immediate need for additional scoop and toss, or in other words, debt restructuring for property tax and budgetary relief. The village represents that restructurings will no longer be needed due to this agreement. In S&P's view, they are likely over the long term. Long-term risks of the agreement include potentially fluctuating future revenue caused by lack of payment from the Chicago Fire for various reasons, a shortfall in naming rights revenue, continued weak stadium event attendance, and slow growth in surrounding tax-increment financing. S&P notes the agreement does nothing to reduce the village's extremely large debt burden, precluding a higher rating." "The stable outlook reflects our view that the signed MOU with Chicago Fire has stabilized the credit at the current rating level by providing marginal budgetary relief," added Mr. Yocom, "and we do not expect to change the rating within the one-year outlook period." Despite near-term rating stabilization, Bridgeview's unsustainable debt burden remains. It has persistent weak liquidity and weak management conditions. Multiple debt restructurings because of management's decision to construct and finance an underperforming stadium have led to an extremely high debt burden, very high fixed costs, and a resulting persistent structural imbalance. BRISTOW GROUP: Deadline to File Claims Set for Aug. 6 ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set Aug. 6, 2019, at 5:00 p.m. (Prevailing Central Time) for persons and entities to file their claims against Bristow Group Inc. and its debtor-affiliates. The Court also set Nov. 7, 2019, at 5:00 p.m. (Prevailing Central Time) as deadline for governmental units to file their claims against the Debtors. Each proof of claim must be filed, including supporting documentation, so as to be received by either the clerk of Court of Prime Clerk as follows: a) if to the clerk of Court, by electronic submission through PACER (Public Access to Court Electronic Records at https://ecf.txsb.uscourts.gov) or if submitted through non-electronic means by U.S. mail or other hand delivery system at these address: Clerk of Court U.S. Bankruptcy Court U.S. Courthouse, 515 Rusk Avenue Houston, Texas 77002 David J. Bradley Clerk of Court P.O. Box 61010 Houston, Texas 77208 or b) if to Prime Clerk, by electronic submission through the interface available at https://cases.primeclerk.com/Bristow/EPOC-Index, or if submitted through non-electronic means, by U.S. Mail or other hand delivery system at these address: Bristow Group Inc. Claims Processing Center c/o Primer Clerk LLC 850 3rd Avenue, Suite 412 Brooklyn, NY 11232 About Bristow Group Bristow Group Inc. (OTC: BRSWQ) -- 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. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Bristow Group Inc. and its affiliates. The Committee selects Kramer Levin Naftalis & Frankel LLP as its legal counsel. CALIFORNIA RESOURCES: Colony Capital Commits to Invest up to $500M ------------------------------------------------------------------ California Resources Corporation and Colony Capital, Inc., through its energy investment management arm, Colony HB2 Energy, said they have formed a strategic joint venture in which Colony has committed to fund $320 million for the development of CRC's flagship Elk Hills field, located in the San Joaquin Basin. Subject to the mutual agreement of the parties, the total investment may be increased to $500 million. The initial investment commitment will cover multiple development opportunities throughout the Elk Hills field and is intended to be invested over approximately three years in accordance with a pre-approved development plan consisting of approximately 275 wells. Colony will fund 100 percent of the development wells and will earn a 90 percent working interest. CRC's working interest will revert from 10 to 82.5 percent upon Colony achieving an agreed upon return. Colony will also receive warrants to purchase up to 1.25 million shares of common stock with a $40 strike price upon funding their capital obligations. Todd Stevens, president and CEO of CRC, noted, "We are pleased to partner with an outstanding investment firm like Colony and its partners to provide certainty of development of our large and high value inventory at Elk Hills, a very long-lived field. This is the largest joint venture capital commitment to date for CRC, and the terms reflect the sizable project inventory we have established at Elk Hills. This partnership also provides additional flexibility to aid in our deleveraging efforts through growing our production and cash flow." Tom Barrack, chairman and CEO of Colony Capital, said, "Colony is delighted to form this strategic partnership with CRC to continue the development of this historic and world class field. This is also a milestone event in the establishment and growth of our new energy investment management platform, and there is no better partner than CRC and no better asset than Elk Hills with which to start." Peter Eichler, managing director of Colony Capital, added, "CRC's operational expertise, technical understanding and substantial infrastructure in the San Joaquin Basin are unparalleled, and we look forward to building upon decades of profitable investment by CRC in the Elk Hills Field over the long-term." About California Resources California Resources Corporation -- http://www.crc.com-- is an oil and natural gas exploration and production company headquartered in Los Angeles, California. CRC operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. California Resources reported net income attributable to common stock of $328 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stock of $266 million for the year ended Dec. 31, 2017. As of March 31, 2019, California Resources had $7.23 billion in total assets, $689 million in total current liabilities, $5.16 billion in long-term debt, $203 million in deferred gain and issuance costs, $692 million in other long-term liabilities, $766 million in redeemable non-controlling interests, and a total deficit of $289 million. * * * In March 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on California Resources Corp. The affirmation reflects S&P's expectation that CRC will continue to support its liquidity by balancing its spending with its cash flow, selling non-core assets, and potential for joint ventures in 2019 as mentioned in the Company's fourth quarter conference call. In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CAMBER ENERGY: Provides Update on Engineering Company Acquisition ----------------------------------------------------------------- Camber Energy, Inc. said in a press release that the parties to the previously disclosed non-binding Letter of Intent to purchase an Engineering and Procurement company have agreed to move forward with the preparation of definitive documents to close the transaction. Louis G. Schott, the interim CEO of Camber stated, "We are continuing the process of due diligence and negotiation with the management of the engineering firm, and we are satisfied with those positive results to date. If the parties are able to reach agreement on the final documents and the required financing is obtained, the transaction should be completed within 30 days; however, there are no guarantees this can or will occur." About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. The Company also provides midstream and downstream pipeline specialty construction, maintenance and field services via its recently announced acquisition agreement with Lineal Star Holdings LLC, Camber Energy reported net income of $16.64 million for the year ended March 31, 2019, following a net loss of $24.77 million for the year ended March 31, 2018. As of March 31, 2019, the Company had $8.58 million in total assets, $2.40 million in total liabilities, and $6.17 million in total stockholders' equity. Camber Energy received on July 2, 2019, a deficiency letter from NYSE American LLC stating that the Company is not in compliance with the continued listing standards as set forth in Section 103(f)(v) of the NYSE American Company Guide. The Deficiency Letter indicated that the Company's securities have been selling for a low price per share for a substantial period of time. CARBUCKS OF CAROLINA: Seeks to Hire Johnson Pope Bokor as Counsel ----------------------------------------------------------------- Carbucks of Carolina, Inc. seeks authority from the United States Bankruptcy Court for the Middle District of Florida (Tampa) to employ Johnson Pope Bokor Ruppel & Bums, LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. give the Debtor legal advice with respect to their duties and obligations; b. take necessary steps to analyze and pursue any avoidance actions, if in the best interest of the estate; c. prepare on behalf of the Debtor the necessary motions, notices, pleadings, petitions, answers, orders, reports and other legal papers required in the case; d. assist the Debtor in taking all legally appropriate steps to effectuate compliance with the Bankruptcy Code; e. perform all other legal services for the Debtor which may be necessary. Johnson Pope's hourly rates are: Alberto Gomez Jr. Shareholder $410 Garrison Cohen Associate $225 The Debtor paid a pre-bankruptcy retainer of $25,000 and the court filing fee of $l,717. The Debtor has agreed to pay additional fees and costs once the retainer is exhausted. Alberto Gomez Jr., Esq., at Johnson Pope, disclosed in court filings that his firm has no connection with and holds no interest adverse to the Debtor and its bankruptcy estate. The firm can be reached at: Alberto F. Gomez, Jr., Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street Ste. 3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: Al@jpfirm.com About Carbucks of Carolina, Inc. Carbucks of Carolina, Inc. -- http://www.carbuckscorp.com/-- is a car and vehicle title loan company operating in Georgia, South Carolina, and Delaware, and nationally with its online title lending service. The company provides financing based on the value of its clients' cars, truck commercial vehicles, boats, and motorcycles. Carbucks of Carolina filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-06503) on July 10, 2019. In the petition signed by Philip Heitlinger, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Alberto F. Gomez Jr., Esq. at Johnson Pope Bokor Ruppel & Bums, LLP, represents the Debtor as counsel. CENTERSTONE LINEN: Atlas' Sale of Linen & Linen Carts Approved -------------------------------------------------------------- Judge Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York authorized Atlas Health Care Linen Services Co., LLC, doing business as Clarus Linen Systems, an affiliate of Centerstone Linen Services, LLC, to sell linen and linen carts located at its commercial laundry facility at 414 Taylor Street, Syracuse, New York, on an ongoing basis. Atlas is authorized to sell the Linen and Linen Carts upon terms approved by HSBC Bank, in writing and in consultation with the Committee, without the need to obtain further Court approval. Atlas customers purchasing Linen or Linen Carts will receive a Bill of Sale, but will be required to (i) pay the agreed-to purchase price for the Linen and Linen Carts directly to Atlas’s counsel, to be held in escrow, and (ii) pay all of the respective customer's outstanding accounts receivable owed to Atlas directly to Atlas's counsel, to be held in escrow, as a condition to closing of the sale and receiving the Bill of Sale. No later than three business days following receipt of the foregoing funds, Atlas' counsel will (i) wire transfer 95% of the Linen and Linen Cart sale proceeds to HSBC Bank and retain 5% of the sale proceeds for the benefit of the estate, and (ii) wire transfer 100% of the accounts receivable collected to HSBC Bank. About Clarus Linen Systems Atlas Health Care Linen Services Co., LLC, Alliance Laundry & Textile Service, LLC and two other entities, all doing business as Clarus Linen Systems -- http://www.claruslinens.com/-- provide linen rental and commercial laundry services to the healthcare industry, primarily supplying scrubs, sheets, towels, blankets, patient apparel and other linen products to hospitals and healthcare clinics via long-term contacts. Atlas and Alliance currently operate five production facilities in three states (Atlas operates two facilities in New York and Alliance operates two facilities in Georgia and one in South Carolina) that provide daily pick-ups and deliveries to their customers. Centerstone Linen Services, LLC, is the corporate parent of four subsidiary corporations and provides back-office and administrative support to them. Centerstone Linen Services and its four subsidiaries (Bankr. N.D.N.Y. Lead Case No. 18-31754) in Syracuse, New York on Dec. 19, 2018. Atlas Health estimated $10 million to $50 million in assets and liabilities of the same range as of the bankruptcy filing. Centerstone Linen estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. BOND, SCHOENECK & KING, PLLC, is the Debtor's counsel. CLIPPER ACQUISITIONS: S&P Affirms 'BB+' ICR; Outlook Remains Stable ------------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on Clipper Acquisitions Corp. (TCW). The outlook remains stable. At the same time, S&P affirmed its 'BB+' issue rating on the firm's senior secured credit facility. It revised the recovery rating on the facility to '4', denoting an average recovery (40%) in the event of a payment default, from '3'. The affirmation reflects TCW's declining leverage, in line with S&P's previous expectations, to around 2x. The rating agency expects TCW's leverage to remain around this level in 2019 and 2020. This is supported by S&P's expectation for EBITDA to stay flat to modestly lower in 2019 and 2020, debt to continue to slowly decline, and cash (S&P nets the majority of TCW's cash against debt in the rating agency's leverage calculation) to remain about in line with 2018 levels. Longer-term, however, TCW's financial policy remains somewhat unclear, although at this point, S&P does not believe management has appetite to sustain leverage beyond the rating agency's 3x downgrade trigger. The stable outlook on TCW reflects S&P's expectation for the company to have flat to modestly lower EBITDA in 2019 and 2020. It also reflects S&P's expectation for leverage to remain roughly stable at around 2x in 2019 and 2020. "We could lower the ratings if leverage rises above 3x on a sustained basis. We could also lower the ratings if investment performance deteriorates meaningfully or we observe significant net outflows that we believe indicate TCW's competitive position has worsened," S&P said. "We could raise the ratings if we believe the company has the commitment to maintain leverage below 2x on a sustained basis and the company's investment performance and net flows improve," the rating agency said. S&P revised its recovery rating to '4' from '3', reflecting its view that the company would have more limited recovery prospects in the event of a payment default, given the company's relatively concentrated and predominantly open-ended business. These characteristics are also reflected in S&P's fair business risk assessment that was also revised (from satisfactory) in the review of its issuer credit rating on TCW. Additionally, TCW lacks substantial tangible assets on its balance sheet, which S&P also thinks would lead to a more 'average'. CONSOLIDATED LAND: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Lead Debtor: Consolidated Land Holdings, LLC 1275 W Granada Blvd, Ste 3B Ormond Beach, FL 33217-4000 Business Description: Consolidated Land Holdings and its subsidiaries are privately held companies engaged in activities related to real estate. Chapter 11 Petition Date: July 22, 2019 Twenty-two affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Consolidated Land Holdings, LLC (Lead Case) 19-04760 Land Capital, LLC 19-04761 100 Berlin Land, LLC 19-04762 200 STL Land, LLC 19-04763 204 Fox Land, LLC 19-04765 205 Wolf Land, LLC 19-04766 5500 Midland Land, LLC 19-04768 Appleton Land, LLC 19-04769 High Point Land, LLC 19-04770 JNHRSA, LLC 19-04771 JNHRSA 200 STL, LLC 19-04772 JNHRSA 205 Wolf, LLC 19-04773 JNHRSA Appleton, LLC 19-04774 JNHRSA Billings, LLC 19-04775 JNHRSA Cheyenne, LLC 19-04776 JNHRSA City Center, LLC 19-04777 JNHRSA Cromwell, LLC 19-04778 JNHRSA Hartford, LLC 19-04779 JNHRSA High Point, LLC 19-04780 JNHRSA St. Joe, LLC 19-04781 JNHRSA II, LLC 19-04782 CC STL Holdings, LLC 19-04783 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: R Scott Shuker, Esq. LATHAM, SHUKER, EDEN & BEAUDINE, LLP Post Office Box 3353 Orlando, FL 32802 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: bknotice@lseblaw.com rshuker@lseblaw.com Consolidated Land's Estimated Assets: $50 million to $100 million Consolidated Land's Estimated Liabilities: $50 million to $100 million The petitions were signed by Joseph G. Gillespie III, manager. Consolidated Land failed to include in the petition a list of its 20 largest unsecured creditors. Full-text copies of two of the Debtors' petitions are available for free at: http://bankrupt.com/misc/flmb19-04760.pdf http://bankrupt.com/misc/flmb19-04761.pdf CORVALLIS FEED: Gets Court Approval to Hire Consultant ------------------------------------------------------ Corvallis Feed & Seed Inc. received approval from the U.S. Bankruptcy Court for the District of Montana to hire Linda Cassidy as consultant. Ms. Cassidy, a professional based in Bigfork, Mont., will assist the Debtor in the preparation of its monthly operating reports and will be compensated at the rate of $30 per hour. In court filings, Ms. Cassidy disclosed that she does not represent any interest adverse to the Debtor and its bankruptcy estate. Ms. Cassidy can be reached at: Linda Cassidy Bigfork, MT Phone: 406 257 3161 Fax: 541 928 6461 About Corvallis Feed & Seed Corvallis Feed & Seed Inc. owns and operates a farm store that sells pet food and supplies, hardware, electric fencing materials, livestock supplies, and lawn and garden supplies. The company was founded in 1940. Based in Kalispell, Mont., Corvallis Feed & Seed filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 19-60386) on April 26, 2019. In the petition signed by Timothy R. Birk, president, the Debtor disclosed $1,572,425 in assets and $2,175,200 in liabilities. Patten, Peterman, Bekkedahl & Green PLLC is the Debtor's legal counsel. CRAIG WALKER: Plan Admin's Sale of Remaining FSW Bank Shares Okayed ------------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized C. Randel Lewis, the Plan Administrator for the Craig J. Walker and Susan Ann Walker, to sell the remaining 227,921 Shares of First Southwest Bancorporation, Inc. to: (i) RedFund Investors, LLC for 158,021 shares; (ii) Jeffrey A. Walker for 54,000 shares; (iii) Philip E. Norwood for 10,500 shares; and (iv) Joshua K. Dearmore for 5,400 shares. The sale is free and clear of liens, claims, and interests. The Plan Administrator is authorized to execute documents as necessary to close the sale pursuant to the order. About the Walkers Craig J. Walker and Susan Ann Walker sought Chapter 11 protection (Bankr. D. Colo. Case No. 15-18281) on July 24, 2015. Walker III - Voss, LLC filed for Chapter 11 protection (Bankr. D. Colo. Case No. 15-19428) on Aug. 24, 2015. The cases are jointly administered. The official committee of unsecured creditors was appointed in the Debtors' bankruptcy case on Aug. 10, 2015. On Nov. 10, 2015, the Court appointed C. Randel Lewis as examiner for the Individual Debtors. The Examiner was also appointed in the Walker III-Voss, LLC Case on Oct. 5, 2016. DOWN HILL FARM: Seeks to Hire Allen Stovall as New Counsel ---------------------------------------------------------- Down Hill Farm Trucking LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Allen Stovall Neuman Fisher & Ashton LLP as its new legal counsel. Allen Stovall will substitute for the Law Office of Thomas C. Lonn, the firm initially tapped by the Debtor to handle its Chapter 11 case. The firm will provide these services: a. advise the Debtor of its rights, powers and duties in the continued operation of its business; b. assist the Debtor in preparing legal documents required in connection with the administration of the case; c. review all financial reports to be filed with the bankruptcy court and the Office of the U.S. Trustee; d. advise the Debtor concerning debt and lease restructuring and related transactions; e. advise the Debtor regarding actions it might take to collect and recover property for the benefit of its estate; f. review the nature and validity of liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; g. assist the Debtor in formulating, negotiating and drafting all necessary documentation related to a sale of real property and other assets pursuant to Section 363 of the Bankruptcy Code, as may be applicable; and h. assist the Debtor in formulating, negotiating, and obtaining confirmation of a plan of reorganization. Thomas Allen, Esq., the firm's attorney who will be handling the case, has agreed to charge a reduced rate of $375 per hour. Other attorneys may also provide services in the Debtor's case at rates that are lower than their customary rates for 2019. They are: Richard K. Stovall, Partner $350 J. Matthew Fisher, Partner $300 James A. Coutinho, Partner $250 Jeffrey Corcoran, Associate $225 Tom Shafirstein, Associate $225 Mr. Allen disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Allen Stovall can be reached through: Thomas R. Allen, Esq. J. Matthew Fisher, Esq. Erin L. Gapinski, Esq. Allen Stovall Neuman Fisher & Ashton LLP 17 South High Street, Suite 1220 Columbus, OH 43215 Tel: (614) 221-8500 Fax: (614) 221-5988 E-mail: allen@aksnlaw.com fisher@aksnlaw.com gapinski@aksnlaw.com About Down Hill Farm Trucking LLC Down Hill Farm Trucking LLC, a trucking company based in Bremen, Ohio, filed a voluntary Chapter 11 petition (Bankr. S.D. Ohio Case No. 19-53992) on June 18, 2019. In the petition signed by Angela Hobbs, resident/managing member, the Debtor estimated $854,227 in assets and $1,110,882 in liabilities. Judge John E. Hoffman Jr. presides over the case. ENDEAVOR ENERGY: Fitch Assigns 'BB' IDR, Outlook Positive --------------------------------------------------------- Fitch Ratings has assigned a first-time, long-term Issuer Default Rating of 'BB' to Endeavor Energy Resources, L.P. Fitch has also assigned a 'BBB-'/'RR1' rating to Endeavor's senior secured bank credit facility and a 'BB+'/'RR2' rating to the company's unsecured notes. The Rating Outlook is Positive. Endeavor's ratings are driven by the company's high-quality asset position in the Permian basin, oil-oriented production growth, and conservative capital structure. The company has a credit-conscious financial policy and extended maturities profile. Endeavor's low unit costs indicate a competitive full-cycle breakeven oil price, and its deep inventory provides a path to sustainable production growth, minimizes financial risks related to potentially levering M&A activity, and provides contingent liquidity in a downturn. Offsetting factors include credit risks related to corporate governance, as well as execution risk around an ambitious, albeit achievable, growth strategy with minimal hedges in place to protect development funding. The Positive Outlook reflects Fitch's expectation for development return improvements and significant production growth that will help to further strengthen the cash flow profile over the next 12-18 months. Fitch expects to resolve the Positive Outlook upon execution of the growth strategy that leads to production approaching 150 mboe/d, while maintaining strong credit metrics. KEY RATING DRIVERS Large, Quality Permian Footprint: Endeavor's sizeable acreage position, consisting of 373,000 net acres, much of it contiguous, is located in some of the core areas of the Midland basin, primarily split between Martin, Midland, and Reagan counties. The assets are liquids-weighted, yielding production that is 73% oil and 14% NGLs as of March 31, 2019. The company's leasehold contains 9,300 gross horizontal drilling locations (estimate based on industry average-spacing and excludes more prospective intervals), a sizeable inventory (over 40 years) assuming an average expected spud count of 215 wells per year through 2022, and is 95% held by production. Recent drilling activity has been concentrated in Martin and Midland counties. Endeavor has had some strong recent well results in Midland county in particular, with IP30 rates averaging over 1,200 boe/d. In Martin county, however, offset operator well performance indicates opportunities to increase efficiencies and the potential for upside on returns, which could facilitate production and cash flow growth without materially ramping up capital spending or the development schedule. Strong Production Growth Forecast: Endeavor's strategy is to invest in growth, with plans to run nine rigs through 2019 and increase production 77% YoY, from 67.6 mboe/d for FY18 to nearly 120.0 mboe/d for FY19. The growth-oriented drilling program continues over the next few years, and Fitch expects production to reach investment grade rating tolerances over the forecast period. Fitch believes the production increase will allow for further economies of scale, which will be reflected in improvements to the company's already solid unit economics. In its view, the growth plan is achievable given the demonstrated ability to execute on growth plans over the past three years, and because the required rigs are already under contract and drilling. Additionally, since Endeavor is later in development than some peers, the company should be able to use offset operator experience to improve capital and operational efficiencies, as well as well returns. Near-Term FCF Outspend, 1.5x Metrics: Although Endeavor's production growth will have positive credit implications, it will also result in capital investment exceeding FCF in the next few years. Fitch expects capex to total nearly $1.6 billion in 2019 and increase thereafter, and Fitch assumes cash shortfalls are funded with borrowings on the revolving credit facility. However, the spending will correspond with production-linked EBITDA growth so Fitch does not expect leverage to exceed 1.5x over the forecast period. At YE2018, Endeavor had leverage as measured by debt to EBITDA of 1.4x. Fitch's expectations for Endeavor's credit metrics are comparable to investment-grade Permian peers. Corporate Governance-Related Risks: Fitch believes Endeavor's lack of an independent board and ownership concentration heightens key man and oversight risks. Another consideration is Endeavor's engagement in related-party transactions with companies owned by the founder. However, the alignment of economic incentives and terms of the credit agreement partially mitigate these risks. The credit agreement limits distributions and requires all transactions with affiliates must be done on fair and reasonable terms as would be accepted in a comparable arm's length transaction. Endeavor has also taken steps to mitigate key man risk by making outside hires for executive management positions. Minimal Hedging Policy: Endeavor uses hedges minimally outside of oil basis swaps, and does not plan to materially alter or increase its hedge position. Endeavor's strong unit economics, capital flexibility, and conservative capital structure should enable the company's credit profile to remain resilient through commodity price fluctuations. In Fitch's view, the primary consideration of the hedging policy within the context of the Positive Outlook is that price variability could erode the development funding necessary to execute on management's growth plan. DERIVATION SUMMARY At 94.2 mboe/d as of March 31, 2019, Endeavor is growing quickly although still smaller than Permian peers Pioneer Natural Resources Co. (PXD; BBB/Stable; 333.4 mboe/d), Concho Resources Inc. (CXO; BBB/Stable; 328.5 mboe/d), Diamondback Energy, Inc. (FANG; BBB-/Stable; 262.6 mboe/d), and Parsley Energy, Inc. (PE; not rated; 125.4 mboe/d). Fitch expects production growth from Endeavor over the next few years consistent with 'BBB-' rating tolerances. The liquid content of Endeavor's production (87%) is about average for its oil-focused Permian peers. Despite its smaller size, Endeavor's unit costs (production expenses of $12.3/boe and interest cost of $2.0/boe) are competitive across the peer group. The company's Fitch-calculated unhedged cash netback of $25.4/boe (64% margin) is better than or about equal to those of PXD, CXO, FANG, and PE. On a per unit basis, Fitch expects that Endeavor's cost position will improve as production grows and the company achieves economies of scale. Endeavor has over 40 years of inventory (assuming 9,300 drilling locations and 215 wells spud per year on average) in some of the core areas of the Midland basin. Aside from a few of the largest peers, such as PXD, this stands out against Permian operators who have required or will likely require sizeable (and potentially levering) M&A transactions to maintain the current rapid pace of development long-term. Additionally, the inventory depth provides a path to sustainable growth, as well as a source of contingent liquidity in a low-price scenario. By leverage, Endeavor at 1.4x at YE2018 is comparable to peers such as PE, FANG (stand-alone), and CXO. PXD had peer-leading leverage of 0.6x at year end. Fitch forecasts the Permian peer group as a whole to achieve further leverage declines as production profiles continue to grow. In terms of upstream metrics, at 14,198 debt/flowing ($/boe at March 31, 2019), Endeavor is on par with CXO and stronger than FANG and PE despite its smaller production size but trails peer-leading PXD. KEY ASSUMPTIONS - WTI of $57.5/bbl in 2019, $57.5/bbl in 2020, and $55/bbl thereafter; - HH of $2.75 throughout the forecast period; - Production growth of 70% in 2019, followed by double-digit growth annually; - Capital expenditures of $1.6 billion in 2019, followed by production growth-linked spending thereafter; - Measured amount of distributions per year; - Cash shortfalls funded with revolver borrowings. The notching on the secured revolver and unsecured debt reflects the strong asset coverage provided by a deep, liquids-weighted inventory of Permian drilling locations. The revolver's committed amount relative to Endeavor's asset value implies robust coverage based on the size of the borrowing base, traded asset valuations for Endeavor's 373,000 net Midland acres, and corporate acquisition valuations. Average Permian acreage valuations over the last three years have been around $35,000/acre, and Permian-focused corporate transactions, though smaller than Endeavor on an acreage basis, have received $9 billion-$10 billion valuations. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Operational execution on the development plan and production approaching 150 mboe/d or higher; - Maintenance of mid-cycle debt/EBITDA below 2.0x or FFO-adjusted leverage under 2.3x on a sustained basis; - Steps taken to further moderate corporate governance-related risks. Increased production size and improvements to full-cycle breakeven prices are key considerations for the Positive Outlook. Leverage sensitivities are consistent with higher-rated peers with similar asset profiles and are unlikely to change upon resolution of the Positive Outlook. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Material deviation from management's target leverage ratio resulting in a mid-cycle debt/EBITDA of over 3.0x or FFO-adjusted leverage greater than 3.3x on a sustained basis; - Pursuit of the growth-oriented capital deployment strategy in a way that results in a substantially weaker liquidity positon and/or leverage exceeding the threshold stated; - Evidence heightened governance risk that could negatively impact the credit profile. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Cash and cash equivalents were $21.2 million as of March 31, 2019. Endeavor's primary source of liquidity is the reserve-based revolving credit facility. Redeterminations are semi-annual. In May 2019, the commitments were increased to $1.5 billion, and the borrowing base was increased to $2.1 billion. Fitch expects the outstanding balance on the revolver to increase over the forecast period as the facility is used to fund capital expenditures. There were $335 million of borrowings outstanding as of March 31, 2019. Extended Maturity Profile: The maturity profile is clear until 2023, when the revolver comes due. Endeavor's senior unsecured notes mature in 2026 and 2028. EVOLV SOLUTIONS: Seeks to Hire Evans & Mullinix as Legal Counsel ---------------------------------------------------------------- Evolv Solutions, LLC seeks authority from the U.S. Bankruptcy Court for the District of Kansas to employ Evans & Mullinix, P.A. as legal counsel in connection with its Chapter 11 case. The hourly rates for the firm's attorneys and paralegals who will be handling the case are: Colin N. Gotham $275 Thomas M. Mullinix $350 Joanne B. Stutz $275 Paralegals $100 The firm received a retainer in the amount of $10,000, plus the filing fees of $1,717. Colin Gotham, Esq., at Evans & Mullinix, disclosed in a court filing that the firm and its members are disinterested as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Colin N. Gotham, Esq. Evans & Mullinix, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: Cgotham@emlawkc.com About Evolv Solutions Established in 2001, Evolv Solutions LLC was founded as a document management and information firm. Today, the company focuses on providing Managed Print Services (MPS) and outsourced digital print solutions for a variety of commercial, municipal and federal clients. Evolv Solutions filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case No. 19-21440) on July 12, 2019. In the petition signed by Ronald Harland Sr., president, the Debtor estimated $1,190,692 in assets and $893,268 in liabilities. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., represents the Debtor as counsel. The case is assigned to Judge Dale L. Somers. FERNANDO VON ROSSUM: $516K Sale of San Antonio Property Approved ---------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Fernando Von Rossum's sale of the real property and improvements commonly described as 515 Canyon Rise, San Antonio, Texas, and more particularly described as Lot 22, Block 35, Mesa Del Sur, Unit 2, (Planned Unit Development), an addition in Bexar County, Texas according to the map or plat thereof recorded in Volume 9571, Pages 43-44, Deed and Plat Records of Bexar County, Texas, to Neyma and Byran Oditt for $516,000, cash. The sale is free and clear of all liens, claims and encumbrances. The liens of Falcon International Bank, Bexar County, Internal Revenue Service, and Mesas and Ridge at Canyon Springs, HOA and any other valid lien will automatically attach to the proceeds upon their pre-petition priority, and the claims of Falcon International Bank, Bexar County, Internal Revenue Service, and Mesas and Ridge at Canyon Springs, HOA paid directly from the closing. The ad valorem taxes for year 2019 pertaining to the subject property will be prorated in accordance with the Purchase Contract and will become the responsibility of the Purchaser and the 2019 ad valorem tax lien will be retained against the subject property until said taxes are paid in full. The ordinary closing costs, including real estate commissions to Coldwell Banker, D'ann Harper, Realtors and Keller Williams Heritage, and the local ad valorem taxing authorities of Bexar County (pro-rated through closing for 2019 taxes) are to be paid directly from closing. The Court finds that there is a dispute regarding the validity of the Judgment Lien of Victor Manuel Perdomo Estrada/VP Teleports Group, LLC and additionally Adela A. Luna. The validity of those liens will be determined at a later date. In the event there are any funds remaining after the sale of the real property Chicago Title Co. is directed to remit those funds payable to James S. Wilkins, P.C., of Willis & Wilkins, L.L.P., at 711 Navarro Street, Suite 711, San Antonio, Texas, to be held in trust until further order of the Court. The Order is a Final Order within the meaning of 28 U.S.C. Section 158(a)(1) and is effective immediately upon entry and will be enforceable after the closing of the Bankruptcy Case. The stay pursuant to Bankruptcy Rule 6004(g) and 6006(d) are waived and are not in effect. Fernando Von Rossum sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-51355) on June 3, 2019. The Debtor tapped James Samuel Wilkins, Esq., at Willis & Wilkins, LLP as counsel. FIRST FLORIDA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: First Florida Living Options LLC dba Hawthorne Health and Rehab of Ocala dba Hawthorne Village of Ocala dba Hawthorne Inn of Ocala fka Surrey Place of Ocala 4100 SW 33rd Avenue Ocala, FL 34474-4446 Business Description: First Florida Living Options LLC provides nursing and rehabilitative services to patients who require continuous health care. Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Case No.: 19-02764 Debtor's Counsel: Alberto F. Gomez, Jr., Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 401 East Jackson Street, Suite 3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: al@jpfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John M. Crock, vice president of Florida Living Options, Inc., MGMR. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-02764_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb19-02764.pdf FUELCELL ENERGY: Raises $12.7M from At "The Market Offering" ------------------------------------------------------------ During the week of July 15, 2019 through July 19, 2019, FuelCell Energy, Inc. raised aggregate gross proceeds, before deducting commissions and any offering-related expenses, of approximately $12.7 million under its previously announced "at-the-market" equity program. The Company issued a total of approximately 33.3 million shares during the week of July 15 through July 19 at an average sale price of $0.38 per share . The sales were completed pursuant to the At Market Issuance Sales Agreement between the Company, B. Riley FBR, Inc. and Oppenheimer & Co. Inc., dated June 13, 2018, which the Company filed as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2018. The shares sold under the Sales Agreement were issued and sold pursuant to the Company's shelf registration statement on Form S-3 (File No 333-215530), previously filed with the SEC on Jan. 12, 2017, and declared effective by the SEC on Feb. 24, 2017. A prospectus supplement related to the Company's at the market equity program was also filed with the SEC on June 13, 2018. As of July 19, 2019, the Company may sell up to approximately $29.3 million of common stock under its at the market equity program, subject to contractual requirements, trading windows and market conditions. As of July 19, 2019, there were 107,735,175 shares of common stock of the Company, par value $0.0001 per share, outstanding. About FuelCell Energy FuelCell Energy, Inc. -- http://www.fuelcellenergy.com/-- delivers fuel cell power plants that provide environmentally responsible solutions for various applications such as utility-scale and on-site power generation, carbon capture, local hydrogen production for both transportation and industry, and long duration energy storage. The Company's systems cater to the needs of customers across several industries, including utility companies, municipalities, universities, government entities and a variety of industrial and commercial enterprises. FuelCell reported a net loss to common stockholders of $62.16 million for the year ended Oct. 31, 2018, following a net loss to common stockholders of $57.10 million for the year ended Dec. 31, 2017. As of April 30, 2019, the Company had $341.22 million in total assets, $207.82 million in total liabilities, $59.85 million in redeemable series B preferred stock, $3.16 million in redeemable series C preferred stock, $20.54 million in redeemable series D preferred stock, and $49.83 million in total stockholders' equity. As of April 30, 2019, the Company had an accumulated deficit from recurring net losses for the current and prior years. The Company said these factors as well as negative cash flows from operating and investing activities and negative working capital raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning Fuelcell Energy had warned it may be required to delay, reduce and/or cease its operations and/or seek bankruptcy protection if the Company is unable to obtain external financing, according to the Company's Form 8-K filed with the Securities and Exchange Commission on July 12, 2019. GLOBAL HOUGHTON: S&P Cuts ICR to 'B-' as Debt Maturities Draw Near ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Global Houghton Ltd. to 'B-' from 'B'. The outlook remains developing. The recovery rating on the company's first-lien debt remains '2', and S&P is lowering the issue-level rating to 'B' from 'B+'. The recovery rating on second-lien debt remains '5', and S&P is lowering the issue-level rating to 'CCC+' from 'B-'. The lower issue-level ratings reflect the lower issuer credit rating. S&P lowered the ratings on Global Houghton due to uncertainty surrounding its capital structure as the company approaches the debt maturities of its revolving credit facility on Sept. 30, 2019, and first-lien term loans on Dec. 20, 2019. S&P believes the company has foregone the opportunity to refinance in anticipation of the closing of its combination with Quaker, at which point all debt would be fully repaid. However, in S&P's view, further delays in the Quaker combination closure, which is dependent on FTC approval, could result in that deal closing after the revolver maturity date. The rating agency's base case assumption is that if that occurred, the company would be able to extend its maturities or refinance its capital structure to resolve the debt maturity issue. The company currently has nothing drawn on its revolver, and S&P believes the company has sufficient cash balances to fund the ongoing operations of the business over the next few months. S&P's developing outlook on Global Houghton reflects that the rating agency could raise, lower, or affirm the rating depending on whether the company addresses its debt maturity profile in a timely manner. The company's revolving credit facility matures on Sept. 30, 2019, and its first-lien term loans mature on Dec. 20, 2019. S&P expects Global Houghton to repay debt fully repaid on close of its combination with Quaker, which is pending FTC approval. S&P does not expect any material acquisitions or shareholder rewards while the transaction is pending. S&P expects the company will have minimal to no balance drawn on the revolver between now and its maturity date, and that it has a reasonable cash balance to fund ongoing operations. In its base case, S&P expects the company would refinance its capital structure if it became clear that the FTC would not complete its process over the next few months. The rating agency also expects management to obtain covenant relief if the EBITDA cushion under the company's covenant tightens. On a stand-alone basis, S&P expects weighted-average debt to EBITDA of about 5x. "We could lower the rating further within the next couple months, prior to the revolver maturity date, if it appears unlikely that the Quaker combination will close before then and it has not refinanced the capital structure to address the revolver and term loan maturities. This could occur if the FTC approval process experiences further delays, which has occurred several times over the past year," S&P said. "Although less likely within the next few months, we could also lower ratings if debt leverage significantly weakened due to a macroeconomic slowdown or weakness in Global Houghton's end markets," the rating agency said. S&P said it could raise the ratings within the next couple of months if the company addresses its debt maturity profile, whether through a refinancing or through the closing of the Quaker combination and subsequently repays all its debt. If the debt is fully repaid and Global Houghton is not an issuer on any new debt in the combined entity, S&P would subsequently withdraw the ratings on Global Houghton. GNC HOLDINGS: Posts $16.1 Million Net Income in Second Quarter -------------------------------------------------------------- GNC Holdings Inc. filed with the U.S. Securities and Exchange Commission on July 22, 2019, its quarterly report on Form 10-Q reporting consolidated revenue of $534.0 million in the second quarter of 2019, compared with consolidated revenue of $617.9 million in the second quarter of 2018. The decrease in revenue was primarily a result of the transfer of the Nutra manufacturing and China businesses to the newly formed joint ventures, negative same store sales, and the closure of company-owned stores under its store portfolio optimization strategy. Key Updates * U.S. & Canada segment achieved second consecutive quarter year-over-year operating income growth. Operating income margin increased 150 bps to 10.3% from 8.8% in the second quarter of 2018 * GNC brand mix increased to 53% compared with 51% in the second quarter of 2018 * Recently launched Lit AF, an enhanced, next generation pre- workout dietary supplement in the $135 million Beyond Raw GNC brand * Reduced debt by an additional $34 million during the second quarter of 2019 to further deleverage the capital structure * Ended second quarter with $171 million in liquidity For the second quarter of 2019, the Company reported net income of $16.05 million compared to net income of $13.34 million in the prior year quarter. For the six months ended June 30, 2019, the Company reported net income of $796,000 on $1.09 billion of revenue compared to net income of $19.53 million on $1.22 billion of revenue for the six months ended June 30, 2018. Adjusted EBITDA was $61.6 million, or 11.5% of revenue, in the current quarter compared with $63.5 million, or 10.3% of revenue, in the prior year quarter. As of June 30, 2019, the Company had $1.68 billion in total assets, $1.65 billion in total liabilities, $211.39 million in convertible preferred stock, and a total stockholders' deficit of $173.85 million. "During the second quarter of 2019, although we experienced some softness in our sales, we delivered meaningful growth in our operating income margins consistent with our long-term strategy," said Ken Martindale, GNC's chairman and CEO. "The quarter represented solid progress towards our store optimization and cost savings initiatives. Recently, Ryan Ostrom joined us as Chief Brand Officer bringing extensive marketing and digital experience with industry leading brands. We are confident he will expand our omni-channel capabilities, and look forward to his leadership to grow our brand across the globe." Liquidity and Capital Resources As of June 30, 2019, the Company had $74.6 million available under its asset-based revolving credit facility, after giving effect to $6.2 million utilized to secure letters of credit and $0.2 million reduction to borrowing ability as a result of a decrease in net collateral. The Company's ability to make scheduled payments of principal on, to pay interest on or to refinance its debt and to satisfy its other debt obligations will depend on its future operating performance, which will be affected by general economic, financial and other factors beyond its control. The Company expects to make an excess cash flow payment between $25 million and $35 million at 50% with respect to the year ending Dec. 31, 2019, which is expected to be paid in the second quarter of 2020. GNC Holdings said "We currently anticipate that cash generated from operations, together with amounts available under the Revolving Credit Facility, will be sufficient to service our debt (including the expected excess cash flow payment), meet our operating expenses and fund capital expenditures over the next 12 months. While our plan is to refinance the majority of our capital structure, we make no assurances regarding the likelihood, certainty or timing of this refinancing. In the event that all outstanding amounts under the Notes in excess of $50.0 million are not repaid, refinanced, converted or effectively discharged prior to the Springing Maturity Date, the maturity date of the Tranche B-2 becomes the Springing Maturity Date, subject to certain adjustments. In the event that the aforementioned refinancing does not occur before the Springing Maturity Date or the August 2020 maturity date, management believes that the Company will have the ability to repay the Notes of $159.1 million with projected cash on hand and the Revolving Credit Facility. We are currently in compliance with our debt covenant reporting and compliance obligations under our Credit Facilities and expect to remain in compliance over the next twelve months." Cash provided by operating activities increased by $16.2 million from $49.1 million for the six months ended June 30, 2018 to $65.3 million for the six months ended June 30, 2019 due to favorable working capital changes primarily due to an increase in accounts payable as a result of the Company's cash management efforts as well as the establishment of the Manufacturing JV. Cash provided by investing activities was $83.0 million for the six months ended June 30, 2019 compared with cash used in investing activities of $7.3 million for the same period in 2018 primarily due to the $101 million cash proceeds received from IVC in exchange for their 57% ownership in the Manufacturing JV. In addition, the Company made a capital contribution of $10.7 million to the Manufacturing JV for its share of short-term working capital needs and contributed $2.4 million from its China business to the HK JV and China JV. Capital expenditures for the six months ended June 30, 2019 was $6.5 million compared with $8.3 million for the same period in 2018. The Company expects capital expenditures to be approximately $20 to $30 million in 2019, which includes investments for store development, IT infrastructure and maintenance. The Company anticipates funding its 2019 capital requirements with cash flows from operations and, if necessary, borrowings under the Revolving Credit Facility. For the six months ended June 30, 2019, cash used in financing activities was $119.3 million, primarily consisting of $157.1 million in payments on the Tranche B-1 Term Loan, $114.0 million in payments on the Tranche B-2 Term Loan, $24.7 million payments for the repurchase of Notes, $12.8 million in fees paid for the issuance of the Convertible Preferred Stock and a $10.4 million original issuance discount paid to the Tranche B-2 Term Loan lender at 2% of the outstanding balance, partially offset by approximately $200 million of proceeds from the issuance of the Convertible Preferred Stock. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Cobxg7 About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global health and wellness brand with a diversified, multi-channel business. The Company's assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink and other general merchandise features innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC. The Company serves consumers worldwide through company-owned retail locations, domestic and international franchise activities, and e-commerce. GNC also has exceptional innovation and product development capabilities and generates revenue through corporate partnerships. As of June 30, 2019, GNC had approximately 8,000 locations, of which approximately 5,900 retail locations are in the United States (including approximately 2,000 Rite Aid licensed store-within-a-store locations) and the remainder are locations in approximately 50 countries. GNC Holdings reported net income of $69.78 million for the year ended Dec. 31, 2018, compared to a net loss of $150.26 million for the year ended Dec. 31, 2017. As of March 31, 2019, GNC Holdings had $1.77 billion in total assets, $1.74 billion in total liabilities, $211.4 million in convertible preferred stock, and a $189.08 million in total stockholders' deficit. * * * As reported by the TCR on Nov. 15, 2018, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Pittsburgh-based vitamin and supplement retailer GNC Holdings Inc. and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Feb. 14, 2018. "The affirmation reflects our belief that GNC's capital structure remains unsustainable over the long term in light of its current operating performance, including its cash flow generation, because of increased competitive threats amid the ongoing secular changes in the retail industry," S&P said. GRCDALLASHOMES LLC: Hires Chad M. Ruback as Appellate Counsel ------------------------------------------------------------- GRCDallasHomes LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Chad M. Ruback as appellate counsel. Debtor wishes to employ Chad M. Ruback to represent Debtor in the appeal of John Caldwell v. GRCDallasHomes LLC and Kazem Daneshmandi, Cause No. 17-10604-442, pending in the 462nd Judicial District Court of Denton County, Texas. Mr. Ruback has requested a retainer in the amount of $10,000.00 which will be held in his trust account. Mr. Ruback assures the court the he is disinterested within the meaning of 11 U.S.C. Sec. 101(14) to the best of his knowledge, information, and belief. Mr. Ruback can be reached at: Chad M. Ruback, Esq. 8117 Preston Road, Suite 300 Dallas, TX 75225 About GRCDallasHomes LLC GRCDallasHomes LLC, based in The Colony, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41186) on May 3, 2019. In the petition signed by Kazem Daneshmandi, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy counsel to the Debtor. Khavari & Moghadassi, Attorneys at Law, P.C., serves as special counsel. GREENTECH AUTOMOTIVE: Rubin and Rudman Updates Bi Claimants ----------------------------------------------------------- In the Chapter 11 cases of Greentech Automotive, Inc., the law firm Rubin and Rudman LLP said it is supplementing the spelling correction of the names of certain current members under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that, as of July 22, 2019, the clients are: * Xia Bi * Nian Chen * Yue Wang * Yahong Wang * Meiming Shen * Junping Yao * Bixiang Tang * Yan Zhao * Xuemei Zhang * Chunsheng Li * Lin Lin * Lan Liu * Yunping Tan * Ying Cheng * Jian Wu Counsel for the Bi Claimants can be reached at: Rubin and Rudman LLP George R. Pitts, Esq. 800 Connecticut Ave., NW, Suite 400 Washington, DC 20006 Telephone: (202)794-6300 Email: gpitts@rubinrudman.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/GreenTech_Automotive_601_Rule2019.pdf About GreenTech Automotive GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in assets and liabilities. The Hon. Brian F. Kenney oversees the cases. Kristen E. Burgers, Esq., at Hirschler Fleischer PC, and Mark S. Lichtenstein, Esq., at Crowell & Moring LLP, serve as legal counsel to the Debtors. GULF FINANCE: S&P Affirms 'B-' ICR; Outlook Neg. on High Leverage ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Gulf Finance LLC. The outlook remains negative. S&P also affirmed its 'B' issue-level rating on the company's term loan. The recovery rating on the debt remains '2'. Although Gulf's EBITDA improved to $125 million in 2018 (in line with S&P's expectations) from about $103 million in 2017 (a year partially affected by Hurricane Harvey, which created a volatile commodity environment), debt to EBITDA remains about 10x. S&P typically associates this leverage level with an unsustainable capital structure. As the 2023 maturity date of the $1.15 billion term loan approaches, S&P believes that the company's EBITDA generation would have to improve significantly from the rating agency's expectations to achieve a successful refinancing. S&P continues to expect that, before the refinancing date, Gulf will be able to meet its annual debt service on its term loan, consisting of about $100 million in interest expenses and about $11 million in mandatory annual amortization payments. The negative outlook reflects S&P's view that even though it does not expect a default in the upcoming two years, it could view Gulf Finance's capital structure as unsustainable if EBITDA does not improve materially in the next six to 12 months, reaching leverage figures closer to 7.5x, which in its view would result in a more favorable position to refinance the company's more than $1 billion term loan debt due 2023. "We could lower the rating if we believed the company's capital structure were unsustainable. This could occur if the company failed to progress toward deleveraging and EBITDA failed to meaningfully improve in the upcoming six to twelve months, remaining above the 9x area as the refinancing date approaches," S&P said, adding that it would downgrade Gulf Finance if the ABL facility is not extended in the upcoming six months, as the company's credit facility matures in October 2020. "We could revise the outlook back to stable if financial performance strengthened, resulting in debt to EBITDA below 7.5x. This could stem from improvements in gasoline and distillate pricing that improve EBITDA margins or leaner-than-expected operations," S&P said. HEARTS AND HANDS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Hearts and Hands of Care, Inc. 7521 Brayton Drive Anchorage, AK 99507 Business Description: Hearts and Hands of Care, Inc. offers respite care services. Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court District of Alaska (Anchorage) Case No.: 19-00230 Judge: Hon. Gary Spraker Debtor's Counsel: Edward Williams, Esq. PEYROT AND ASSOCIATES P.C. 62 William Street Ste 8th Floor New York, NY 10005 Tel: 917-287-4740 E-mail: edward.williams@peyrotlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kisha Smaw, chief executive officer. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/akb19-00230.pdf HERTZ CORP: S&P Rates New $500MM Sr. Unsecured Notes Due 2026 'B-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating and '6' recovery rating to Hertz Corp.'s proposed $500 million senior unsecured notes due 2026. Hertz is a subsidiary of Hertz Global Holdings Inc. The '6' recovery rating indicates S&P's expectation that lenders would receive negligible (0%-10%; rounded estimate: 0%) recovery of their principal in the event of a payment default. The company will use the proceeds from these notes, together with $750 million of the proceeds from an equity rights issuance, to redeem all of its outstanding senior unsecured notes due 2020 and 2021 and for general corporate purposes. S&P's 'B+' issuer credit rating on Hertz reflects its position as one of the largest global car rental companies and the cyclical and price-competitive nature of on-airport car rentals. S&P's ratings also incorporate the relatively stable cash flow that the car rental business generates--even during periods of earnings weakness--and its substantial capital spending requirements, which the company can quickly reduce if industry or economic conditions warrant. Over the past few years, Hertz has experienced multiple operating issues that were caused, in large part, by excess capacity and lower-than-expected residual values upon the sale of its vehicles. However, these issues abated beginning in 2019 and the company's operating performance has begun to improve, which is a trend that S&P expects to continue. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its '6' recovery rating (rounded estimate: 0%) and 'B-' issue-level rating to Hertz Corp.'s proposed $500 million notes. -- S&P's '1' recovery rating (rounded estimate: 95%) and 'BB' issue-level rating on Hertz Corp.'s senior secured revolver and term loan remain unchanged. -- S&P's '4' recovery rating (rounded estimate: 40%) and 'B+' issue-level rating on Hertz's existing senior secured second-lien notes remain unchanged. -- S&P's '6' recovery rating (rounded estimate: 0%) and 'B-' issue-level rating on Hertz's existing senior unsecured notes due 2020, 2021, 2022, and 2024 remain unchanged. -- S&P's '2' recovery rating (rounded estimate: 85%) and 'BB-' issue-level rating on Hertz Holdings Netherlands B.V.'s senior unsecured notes due 2021 and 2023 also remain unchanged. -- S&P has valued the company on a discrete asset basis as a going concern using current book values as reported and fair market values of appraised assets, including intangibles. -- S&P's valuations reflect its estimate of the value of the various assets at emergence from an assumed reorganization and assume that the 2020 and 2021 senior unsecured notes are retired using the proceeds from this new note offering and the recent equity rights offering. Simulated default assumptions -- Simulated year of default: 2023 Simplified waterfall -- Net enterprise value (after 3% admin. costs): $16,353 million -- Valuation split (U.S./international): 82%/18% -- Value available to first-lien (non-vehicle) debt claims (collateral): $1,485 million -- Secured (non-vehicle) first-lien debt claims: $1,030 million -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to second-lien debt claims (collateral): $455 million -- Secured second-lien claims: $1,298 million -- Recovery expectations: 30%-50% (rounded estimate: 40%) -- Value available to unsecured European debt claims (collateral): $1,543 million -- Senior unsecured note claims: $840 million -- Recovery expectations: 70%-90% (rounded estimate: capped at 85%) -- Total value available to unsecured U.S. claims: $246 million -- Senior unsecured debt/pari passu unsecured claims: $1,938 million/$843 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Ratings List Hertz Global Holdings Inc. Hertz Corp. Issuer Credit Rating B+/Stable/-- New Rating Hertz Corp. Senior Unsecured US$500 mil nts due 2026 B- Recovery Rating 6(0%) HOME LOAN: Case Summary & 13 Unsecured Creditors ------------------------------------------------ Debtor: Home Loan Center, Inc. fdba Lending Tree Loans fdba Freeapprovalfinder.com 11115 Rushmore Drive Charlotte, NC 28277 Business Description: Home Loan Center Inc. is a licensed mortgage lender and mortgage broker. Chapter 11 Petition Date: July 21, 2019 Court: United States Bankruptcy Court Northern District of California (San Jose) Case No.: 19-51455 Debtor's Counsel: Malhar Pagay, Esq. Jeffrey N. Pomerantz, Esq. Jeremy V. Richards, Esq. PACHULSKI, STANG, ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 Email: mpagay@pszjlaw.com jpomerantz@pszjlaw.com jrichards@pszjla.com - and - Henry C. Kevane, Esq. PACHULSKI, STANG, ZIEHL & JONES LLP 150 California St., 15th Floor San Francisco, CA 94111 Tel: 415.263.7000 Fax: 415.263.7010 Email: hkevane@pszjlaw.com Debtor's Restructuring Advisor: ARCH & BEAM GLOBAL, LLC Matthew English, CRO Debtor's Special Litigation & Appellate Counsel: WILLIAMS & CONNOLLY LLP Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Matthew English, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb19-51455.pdf List of Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. ResCap Liquidating Trust Judgment $68,484,502 (as successor to Residential Funding Company, LLC) Kathleen Sullivan, Esq. Tel: (212) 849-7000 Email: kathleensullivan@quinnemanuel.com Quinn Emanuel Urquhart & Sullivan, LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 2. Lehman Brothers Holdings Inc. Indemnification $40,200,000 Wollmuth Maher & Deutsch LLP William Maher, Esq. 500 5th Avenue New York, NY 10110 Wollmuth Maher & Deutsch LLP William Maher, Esq. Tel: (212) 382-3300 Email: wmaher@wmd-law.com Fox Rothschild LLP Michael A. Rillin, Esq. 101 Park Avenue, 17th Flr New York, NY 10178 Tel: (212) 878-7900 Email: mrollin@foxrothschild.com 3. JP Morgan Chase & Co. Indemnification $3,100,000 Four New York Plaza, 19th Floor New York, NY 10004-2413 Annette C. Rizzi, Associate General Counsel Tel: (212) 623-1570 Email: Annette.c.rizzi@jpmorganchase.com 4. Christy Rogers Ellis and Judgment $1,500 Jimmy Hoyt Ellis c/o William J. Brown & Associates, PLLC 23 N. Ocoee St. P.O. Box 1001 Cleveland, TN 37364 Andrew J. Brown, Esq. Tel: (423) 476-4515 5. Citibank, N.A. Indemnification Unknown Citi Mortgage, Inc. 1000 Technology Dr. O'Fallon, MO 63368 Becky Hancock, Repurchase Coordinator 6. Credit Suisse Indemnification Unknown 1 Madison Ave. New York, NY 10010 Attn: Mortgage Banking Department 7. Encore Credit Corporation Indemnification Unknown 1833 Alton Pkwy. Irvine, CA 92606 Attn: Mortgage Banking Department 8. Federal Home Loan Indemnification Unknown Mortgage Corporation 8200 Jones Branch Dr. McLean, VA 22102-3110 Attn: Mortgage Banking Department 9. GMAC Bank Indemnification Unknown P.O. Box 380901 Bloomington, MN 55438 Attn: Mortgage Banking Department 10. National City Mortgage Co. Indemnification Unknown P.O. Box 1820 Dayton, OH 45401-1820 Attn: Mortgage Banking Department 11. US Bank Indemnification Unknown P.O. Box 790408 St. Louis, MO 63179-0408 Attn: Mortgage Banking Department 12. Deutsche Bank Indemnification Unknown National Trust Co. 1961 East Saint Andrew Place Santa Ana, CA 92705 Attn: Mortgage Banking Department 13. One West Bank, a division of Indemnification Unknown CIT Bank, N.A. Successor to IndyMac Federal Bank, FSB 75 North Fair Oaks Avenue Pasadena, CA 91103 Attn: Mortgage Banking Department The Debtor believes that the claims asserted by ResCap Liquidating and Lehman Brothers are substantially overstated and that they will be allowed, if at all, in substantially reduced amounts. INVERNESS VILLAGE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Inverness Village aka Asbury Inverness Village 3800 West 71st Street Tulsa, OK 74132 Business Description: Inverness Village -- https://www.invernessvillage.com -- is an Oklahoma not for profit corporation that operates the Inverness Village continuing care retirement community. The Inverness Facility is a modern senior living community that was completed in 2003 and accommodates residents' needs based on their required level of care through its integrated independent living facility, assisted living facility, and skilled nursing, and memory- care facilities. Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court Northern District of Oklahoma (Tulsa) Case No.: 19-11510 Judge: Hon. Dana L. Rasure Debtor's Counsel: Neal Tomlins, Esq. TOMLINS & PETERS, PLLC 2431 East 61st Street, Suite 305 Tulsa, OK 74136 Tel: 918-949-4411 Email: Neal@tplawtulsa.com Debtor's Co-Counsel: Timothy T. Trump, Esq. CONNER & WINTERS, LLP 4000 One Williams Center Tulsa, OK 74172 Tel: (918) 586-8513 Fax: (918) 586-8672 Email: ttrump@cwlaw.com - and - Andrew R. Turner, Esq. CONNER & WINTERS, LLP 4000 One Williams Center Tulsa, OK 74172-0148 Tel: 918 586-8972 Fax: 918 586-8672 Email: aturner@cwlaw.com Debtor's Investment Bankers: RBC CAPITAL MARKETS, LLC Attn: David B. Fields Tel: (610) 729-3658 - and - B. RILEY FBR, INC. Attn: Alexander V. Rohan Tel: (646) 885-5452 Debtor's Restructuring & Financial Advisor: GLASSRATNER ADVISORY & CAPITAL GROUP, LLC 3500 Maple Avenue, Suite 350 Dallas, TX 75219 https://www.glassratner.com Debtor's Claims, Noticing, & Balloting Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/IVV/info Total Assets as of June 30, 2019: $62.3 million Total Debts as of June 30, 2019: $174.9 million The petition was signed by Michael Thatcher, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/oknb19-11510.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Asbury Communities, Inc. Shareholder $37,648,255 Legal Department Attention: Andrew Joseph, Esq. 5285 Westview Drive, Suite 200 Frederick, MD 21703 2. Resident 299 Resident Refund $578,645 3. Resident 857 Resident Refund $555,760 4. Resident 124 Resident Refund $550,305 5. Resident 438 Resident Refund $544,825 6. Resident 510 Resident Refund $531,905 7. Resident 521 Resident Refund $528,645 8. Resident 571 Resident Refund $528,393 9. Resident 1006 Resident Refund $516,600 10. Resident 655 Resident Refund $504,260 11. Resident 747 Resident Refund $487,255 12. Resident 1069 Resident Refund $485,640 13. Resident 412 Resident Refund $477,842 14. Resident 910 Resident Refund $472,500 15. Resident 50 Resident Refund $471,528 16. Resident 763 Resident Refund $466,920 17. Resident 652 Resident Refund $463,980 18. Resident 239 Resident Refund $447,355 19. Resident 977 Resident Refund $440,980 20. Resident 661 Resident Refund $434,250 JANABI ASSOCIATES: Seeks to Hire Larry Strauss as Accountant ------------------------------------------------------------ Janabi Associates seeks authority from the United States Bankruptcy Court for the District of Maryland (Greenbelt) to hire Larry Strauss, Esq., CPA & Associates, Inc. as accountant to the Debtor. The accountant will assist the Debtor with preparing and filing necessary tax filings, assist the Debtor with its monthly operating reports, and assist the Debtor with other tax work that bears on the Debtor's ability to successfully reorganize. Strauss' current hourly rates are: Larry Strauss $410.00 Partners $410.00 Managers $320.00 Supervisors $280.00 Seniors $230.00 Staff $135.00 Strauss requests that it receive a post-petition retainer in the amount of $15,000.00. Larry Strauss, Esq., CPA, of Larry Strauss, Esq., CPA & Associates, Inc., attests that he and his firm are is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. Strauss can be reached through: Larry Strauss, Esq, CPA Larry Strauss ESQ, CPA & Associates, Inc. 2310 Smith Ave. Baltimore, MD 21209 Phone: 410-484-2142 Fax: 443-352-3282 Email: Larry@LarryStraussESQCPA.com About Janabi Associates Janabi Associates, doing business as My Weight Doctor, provides healthcare services such as medication and injectable therapies, weight loss treatment, fat removal surgery, diet consultancy, and age management. The Company previously sought bankruptcy protection on Aug. 21, 2013 (Bankr. D. Md. Case No. 13-24323). Janabi Associates filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code, 11 U.S.C. Secs. 101-1532 (Bankr. D. Md. Case No. 19-16091) on May 4, 2019. In the petition signed by Haifa A. Shaban, M.D., president, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. James Greenan, Esq. at MCNAMEE HOSEA is the Debtor's counsel. The case is assigned to Judge Wendelin I. Lipp. JTJ RESTAURANTS: Byrd's Online Auction of Assets Approved --------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized Byrd Restaurants-Royal Palm, Inc., an affiliate of Debtor JTJ Restaurants Inc., to sell assets, consisting of furniture, fixtures and equipment, via on-line auction. A hearing on the Motion was held on July 16, 2019. Within 10 days of the closing of the auction, the Debtor will file an Auction Report and provide a copy to all interested parties. About JTJ Restaurants and Byrd Restaurants-Royal Palm JTJ Restaurants, Inc., and Byrd Restaurants-Royal Palm, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-12990) on March 6, 2019. In the petitions signed by Jerome Byrd, president, JTJ Restaurants each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by Brian K. McMahon, P.A., as counsel. LIDDLE & ROBINSON: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Liddle & Robinson, L.L.P. 1177 Avenue of the Americas, 5th Floor New York, NY 10036 Business Description: Liddle & Robinson, L.L.P. -- http://liddlerobinson.com/-- provides legal representation primarily to individuals, but also to financial services firms, hedge funds and other businesses in high-stakes, cutting-edge employment, securities and commercial litigation matters. Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-12346 Judge: Hon. Sean H. Lane Debtor's Counsel: William F. Gray, Jr., Esq. FOLEY HOAG LLP 1301 Avenue of the Americas 25th Floor New York, NY 10019 Tel: 646-927-5549 Email: wgray@foleyhoag.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jeffrey Lew Liddle, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-12346.pdf MAGNUM CONSTRUCTION: Hires Watt Tieder Hoffar as Special Counsel ---------------------------------------------------------------- Magnum Construction Management, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire Carter B. Reid, Esq. and the law firm Watt, Tieder, Hoffar & Fitzgerald, LLP as special counsel. On May 31, 2019, Lexington Insurance Company filed an adversary proceeding (Adv. Pro. No. 19-01166-AJC) (Adversary Proceeding) seeking a declaration of its obligations under a policy of insurance issued by it for the benefit of the Debtor and others (Builders Risk Insurance Policy). The Adversary Proceeding implicates issues of contract, construction and insurance law. The Debtor requires the representation of WTH&F as special counsel in the Adversary Proceeding and in connection with other construction and surety law-related contested matters that are likely to arise in this case. Further, and in addition to the matters referenced herein, the Debtor anticipates that WTH&F would also represent it in defense of certain payment bond claims concerning the Florida International University Pedestrian Bridge Project. In order to facilitate its representation, WTH&F has agreed to reduce by 40% the hourly rate traditionally charged by Reid (and any other Partner working on the file) to $350 per hour. Mr. Reid testifies that, to the best of his knowledge, neither he nor WTH&F hold any interest adverse to the Debtor or its Estate with respect to the matters on which they are to be employed. The counsel can be reached through: Carter B. Reid, Esq. Watt, Tieder, Hoffar & Fitzgerald, LLP 1200 Brickell Avenue, Suite 1950 Miami, FL 33131 Phone: +1 (305) 777-3572 Fax: +1 (786) 693-7797 About Magnum Construction Management Magnum Construction Management, LLC -- https://www.mcm-us.com/ -- is a construction company specializing in heavy civil construction in the areas of transportation, airport infrastructure, roads, bridges, government buildings and schools. The Debtor is headquartered in South Miami, Florida, but also has offices in (i) Broward County, Florida, and (ii) Irving, Texas. As of the Petition Date, MCM employs a total of 292 people. Magnum Construction Management filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr S.D. Fla. Case No. 19-12821) on March 1, 2019. In the petition signed by Gilberto Ruizcalderon, chief financial officer, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Paul A. Avron, Esq., at Berger Singerman LLP. MARINE ENVIRONMENTAL: Seeks to Hire Loeb & Loeb as Counsel ---------------------------------------------------------- Marine Environmental Remediation Group LLC and affiliate MER Group Puerto Rico LLC seek authority from the United States Bankruptcy Court for the District New Jersey (Newark) to employ Loeb & Loeb LLP as their counsel in these Chapter 11 cases, nunc pro tunc to June 24, 2019. Professional services Loeb will render are: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of businesses and properties; b. advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estate; e. prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports and other papers necessary or otherwise beneficial to the administration of the Debtors' estate; f. advise the Debtors in connection with any potential sale of assets or investment by a third party; g. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; h. advise the Debtors regarding tax matters; i. take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and j. perform all other necessary legal services for the Debtors in connection with the prosecution and administration of these chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors (if any); and (iii) advise the Debtors on corporate and litigation matters. The firm's hourly rates are: Partners $675 - $1,200 Associates $485 - $770 Paralegals $260 - $440 Schuyler Carroll, Esq., a partner at Loeb & Loeb, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Loeb & Loeb can be reached through: Schuyler G. Carroll, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Telephone: 212.407.4000 Facsimile: 212.407.4990 Email: scarroll@loeb.com About Marine Environmental Remediation Group LLC MER Group -- http://www.mergroupllc.com-- provides ship recycling services at facilities in the United States and Europe. MER claims to have pioneered an environmentally-sensitive process of dismantling obsolete vessels that meets or exceeds all U.S. EPA, OSHA, state and Commonwealth regulations. Marine Environmental Remediation Group LLC and affiliate MER Group Puerto Rico LLC filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-18994) on May 1, 2019. In the petitions signed by Martin Vulaj, chief executive officer, the Debtors' estimated $1 million to $10 million in both assets and liabilities. Jeffrey D. Vanacore, Esq. at Perkin Coie LLP represents the Debtors as counsel. The case is assigned to Judge Vincent F. Papalia. MICHAEL BRUCE: $1.3M Sale of Vienna Property to Schokas Approved ---------------------------------------------------------------- Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Michael George Bruce's sale of the real property located at 1317 Newkirk Court, Vienna, Fairfax County, Virginia, Tax Map No. 018-2-23-0019, having a legal description of Lot 19, Woodland Estates, to Andrew Schoka and Wendy Schoka for $1,275,000. The sale is free and clear of all liens, claims, encumbrances and interests, including the First Deed of Trust, the Second Deed of Trust, and the Third Deed of Trust, with all valid liens, claims, encumbrances and interests attaching to the proceeds of sale. At closing on the sale of the Property, the settlement agent is authorized to disburse to M&T Bank in connection with the First Deed of Trust all of the net proceeds of sale remaining after payment and satisfaction of (i) all unpaid real estate taxes, and (ii) all costs of sale, including a brokerage fee of six percent (6.0%) of the Purchase Price, to be split evenly between the Debtor's broker, Terra Group McLean, LLC, doing business as Williams Realty, and the Purchasers' real estate agent, Long & Foster Realtors. All remaining net proceeds of sale after distribution of the foregoing amounts will be held in escrow by the settlement agent, or an escrow agent mutually selected by Super G and CBSG, and will only be distributed upon mutual agreement of Super G and CBSG or further order of the Court. The 14-day stay provided by Bankruptcy Rule 6004(h) is waived. Michael George Bruce sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-10649) on March 1, 2019. The Debtor tapped Robert M. Marino, Esq., at Redmon Peyton & Braswell, LLP as counsel. MINISO INTERNATIONAL: Seeks Protection Under CCAA ------------------------------------------------- On July 12, 2019, pursuant to an application made by Miniso International Hong Kong Limited, Miniso International (Guangzhou) Co. Limited, Miniso Lifestyle Canada Inc., MIHK Management Inc., Miniso Trading Canada Inc., Miniso Corporation and Guangdong Saiman Investment Co. Limited ("Miniso Group"), Migu Investments Inc., Miniso (Canada) Store Inc. and Miniso Canada Investments Inc. and its subsidiaries ("Miniso Canada Entities") commenced court-supervised restructuring proceedings under the Companies' Creditors Arrangement Act as amended ("CCAA"). On the same day, the Supreme Court of British Columbia granted an order, which, among other things, provides for a stay of proceedings until July 22, 2019. The stay period may be extended by the Court from time to time. Also pursuant to the Initial Order, Alvarez & Marsal Canada Inc. was appointed as monitor of the business and financial affairs of the Miniso Canada Entities. Counsel for the Companies: Fasken Martineau DuMoulin LLP 2900 - 550 Burrard Street Vancouver, BC V6C 1A3 Attention: Kibben Jackson Glen Nesbitt Tel: (604) 631-3131 E-mail: kjackson@fasken.com gnesbitt@fasken.com Court-appointed Monitor: Alvarez & Marsal Canada Inc. Commerce Place Suite 1680, 400 Burrard Street Vancouver, B.C. V6C 3A6 Attention: Todd Martin Anthony Tillman Tel : (604) 639-0849 E-mail: tmartin@alvarezandmarsal.com atillman@alvarezandmarsal.com Counsel for Court-appointed Monitor: Dentons Canada LLP 20th Floor - 250 Howe Street Vancouver, BC V6C 3R8 Attention: Jordan Schultz John Sandrelli Tel: (604) 691-6452 E-mail: jordan.schultz@dentons.com john.sandrelli@dentons.com Counsel for Miniso Canada Investments Inc. and certain other entities: McMillan LLP Royal Centre, 1055 W. Georgia Street Suite 1500 Vancouver, BC V6E 4N7 Attention: Vicki Tickle Daniel Shouldice Wael Rostom Greg McIlwain Tel: (236) 826-3022 E-mail: vicki.tickle@mcmillan.ca daniel.shouldice@mcmillan.ca wael.rostom@mcmillan.ca greg.mcilwain@mcmillan.ca A copy of the Initial Order and other materials related to these proceedings is available on the Monitor's web-site: https://www.alvarezandmarsal.com/minisocanada Miniso International Hong Kong Limited -- http://miniso.com/-- is a Chinese low-cost retailer and variety store chain that specializes in household and consumer goods including cosmetics, stationery, toys, and kitchenware. NASSAU LIFE: S&P Affirms 'BB' ICR; Outlook Negative --------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating (ICR) and financial strength rating (FSR) on Nassau Life Insurance Co. (NNY), a New York-based operating subsidiary within Nassau Financial Group (Nassau). At the same time, S&P affirmed its 'B' long-term ICR on The Nassau Cos. of New York (NCNY). The ratings outlook on NNY and NCNY remains negative. S&P also affirmed its 'CCC+' FSR and ICR on PHL Variable Insurance Co. (PHLVIC). The ratings outlook on PHLVIC remains negative. The negative outlook on NNY reflects its: -- Counterparty exposure to PHLVIC; -- The effectiveness of NNY's management of insurance risks, such as mortality; and -- Operational and reputational risks the shared management team will face as it manages PHLVIC through a potential insolvency within the next few years. The negative outlook on PHLVIC reflects S&P's belief that it could lower the ratings in the next year. PHLVIC has a record of unpredictable operating performance due to significant exposure to older-age mortality that could lead to sizable losses, which further deplete its already thin capital base within the next year. "We likely will lower our rating on PHLVIC if regulators intervene and/or seize the insurer within the next year. We would also likely lower the ratings if PHLVIC's company-level risk-based capital (RBC) ratio falls below 150%, regardless of regulatory intervention," S&P said, adding that it also could lower its rating on PHLVIC in the next year if the company's key reinsurance treaties are terminated or derivative contracts are canceled, leaving it even more exposed to macroeconomic events. "We could lower our rating on NNY in the next year if its competitive position suffers and sales slow, which could happen due to a reputational event, or if it mismanages its operational, counterparty, or actuarial risks in the next year," S&P said. "We could lower our rating on NCNY in the next year if it allocates cash for purposes other than debt service and operating expenses, and if we believe it might not be able to extract sufficient dividends from NNY to meet its financial commitments. We could also lower the rating on NCNY if we lower our rating on NNY," the rating agency said. S&P does not expect to upgrade PHLVIC in the next 12 months since it does not expect the company to be profitable or its capital adequacy to materially improve. The rating agency also views an upgrade of NNY as unlikely within the next year due to its nominally small capital base and track record of earnings volatility. Because S&P's rating on NCNY is linked to that on NNY, it's unlikely the rating agency will raise the rating on NCNY in the next year. NNY has recently posted consistently positive earnings, while PHLVIC has had consistently negative earnings. Both companies' competitive positions are more limited compared to other U.S. life insurers', but PHLVIC's worse business risk profile reflects its poor operating performance and management's identification of the products on its books as non-core. S&P views NNY's and PHLVIC's liquidity as adequate. Nevertheless, S&P notes there are covenants within some of Nassau's derivative contracts that require it to post twice the normal collateral amounts, due to downgrades the rating agency made in the past several years. It was in a net credit position at year-end 2018 on all of those contracts, and so, it would receive money if those contracts terminated. Therefore, S&P currently view these factors as neutral to the ratings. S&P expects NNY and PHLVIC to maintain sufficient liquidity through the next year. OLEUM OPERATING: Hires Ron Stringer & Associates as Accountant -------------------------------------------------------------- Oleum Operating Co., L.C. seeks authority from the United States Bankruptcy Court for the Eastern District of Texas (Tyler) to employ Ron Stringer & Associates, P.C., as Certified Public Accountants for the Estate. Oleum requires Ron Stringer to: (a) prepare monthly operating reports; (b) prepare financial statements; (c) perform tax consulting and rendering tax advice; (d) prepare Income Tax Returns; and (e) provide any and all other general accounting needs which may arise. Hourly rates for Ron Stringer are: Partners/Shareholders $175-250 Managers $165 Senior Accountants $135 Staff Accountants-Tax $125 Staff Accountants-Bookkeeping $85 Neil Joseph, CPA, of Ron Stringer & Associates, P.C., disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Neil Joseph, CPA Ron Stringer & Associates, P.C. 3113 H.G. Mosley Pkwy. Longview, TX, 75605; Phone: (903)295-5999 Fax" (903)-247-0565 About Oleum Operating Co. Oleum Operating Co., L.C. provides oil and gas exploration and production services. Oleum Operating Co., L.C. filed a voluntary petition for bankruptcy relief under chapter 11 of title 11, United States Code (Bankr. E.D. Tex. Case No. 19-60341) on May 15, 2019. In the petition signed by Micheal W. Snell, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Callan Clark Searcy, Esq. at SEARCY & SEARCY, P.C. is the Debtor's counsel. OUTBOARD MARINE: Chapter 7 Trustee to Auction OMC Interests Sept. 4 ------------------------------------------------------------------- Alex D. Moglia, Chapter 7 trustee for the estate of Outboard Marine Corporation and its substantively consolidated debtor entities, asks the U.S. Bankruptcy Court for the Northern District of Illinois for authority to sell their 100% equity interests in OMC France free and clear of liens, claims and other interests and related relief. The OMC France is expected to have an equity surplus of about EUR1.2 million, which is payable to the estate on account of its indirect ownership of OMC France. The timing of the payment is currently uncertain. The court-approved bidding procedures include a bid deadline of 4:30 p.m. (CDT) on Aug. 30, 2019, and auction sale on Sept. 4, 2019, at 1:30 p.m. (CDT), at the Chicago offices of Fox Rothschild LLP. A final hearing to consider the remaining relief in the trustee's request will commence on Sept. 11, 2019, at 10:00 a.m. (CDT), in courtroom No. 642, United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, before the Hon. A. Benjamin Goldgar. Objections, if any, must be filed no later than 4:30 p.m. (CDT) on Sept. 9, 2019. Copies of trustee's request can be obtained at the Court's website at https://ecf.linb.uscourts.gov/ or by requesting copies from the trustee's counsel: Mark Radtke, Esq. Fox Rothschild LLP 321 N. Clark St., Ste. 1600 Chicago, IL 60654 Tel: (312) 517-9200 Email: mradtke@foxrothschild.com Outboard Marine Corporation petitioned for Chapter 11 relief on Dec. 22, 2000. The bankruptcy court on Aug. 20, 2001, converted OMC's case to a chapter 7 liquidation and transferred OMC's property to the trustee in bankruptcy. PARFUMS HOLDING: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Parfums Holding Co. Inc. to stable from negative and affirmed the 'B' issuer credit and issue-level rating on the first-lien credit facilities and 'CCC+' rating on the second-lien term loan. The recovery ratings remain '3' and '6', respectively. S&P assigned its 'B' issuer credit rating to PDC Beauty & Wellness Co., the parent company of Parfums Holding Co. Inc. PDC Brands has reduced its adjusted leverage through EBITDA growth, though deleveraging took longer than S&P originally expected. S&P had previously expected the company to delever to the mid-7x area within a year after the close of the acquisition in 2017, but it took the company about two years to reduce the leverage to around 7x. The company's topline grew in a high-single-digit percentage in constant currency in 2018, driven by Wellness and Specialty Bath (mainly Dr. Teal's) and Beauty (mainly Cantu). Dr. Teal's and Cantu are the two strong performing brands for the company and account for more than 50% of total revenue. The rest of portfolio performed generally in line with S&P's expectation, but less than 10% are not performing well. The company took a $190 million impairment charge in 2018, driven by softer-than-expected results of some non-strategic brands such as Me! Bath and Calgon, as well as performance of Eylure, which is growing at a lower rate than projected. Adjusted EBITDA grew 10% in 2018, driven by revenue growth and productivity initiatives. The company reduced leverage for the last 12 months ended March 31, 2019, to the high-6x area. The stable outlook reflects S&P's expectation that the company will continue to grow its topline and EBITDA, driven by Dr. Teal's and Cantu, its best-performing brands, and reduce debt to EBITDA to the mid-6x area by the end of 2019. "We could lower the ratings over the next 12 months if operating performance deteriorates, leading to a material decline in EBITDA and free cash flow generation, and debt to EBITDA is sustained above 7x, or EBITDA interest coverage approaches the mid-1x area. This could occur if there are unfavorable changes to the company's relationship with Wal-Mart or if competition from Parfums' larger peers intensifies," S&P said. The rating agency said it could also lower the rating if the company's financial policy becomes more aggressive. "While highly unlikely over the next year, we could raise the rating if the company significantly improves its scale and diversifies its business, while also demonstrating a track record and commitment to sustaining leverage below 5x," S&P said. PG&E CORP: Oct. 21 Claims Filing Deadline Set --------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California set Oct. 21, 2019, at 5:00 p.m. (Prevailing Pacific Time) as last date and time for persons and entities including, but not limited to, all claims of Fire Claimants, Wildfire Subrogation Claimants, Governmental Units and Customers, and for the avoidance of doubt, including all secured claims and priority claims, to file their claims against PG&E Corporation and Pacific Gas Electric Company. All Proofs of Claim must be filed either (i) electronically through Prime Clerk's website using the interface available on the Case Website under the link entitled "Submit a Claim" or (ii) by delivering the original Proof of Claim form by hand, or mailing the original Proof of Claim form so that is received on or before the Bar Date as follows: If by first class mail: PG&E Corporation Claims Processing Center c/o Prime Clerk LLC Grand Central Station, PO Box 4850 New York, NY 10163-4850 If by overnight courier: PG&E Corporation Claims Processing Center c/o Prime Clerk LLC 850 Third Avenue, Suite 412 Brooklyn, NY 11232 If by hand delivery: PG&E Corporation Claims Processing Center c/o Prime Clerk LLC 850 Third Avenue, Suite 412 Brooklyn, NY 11232 or At one of the Debtors' Claim Service Centers located at the following PG&E locations (beginning July 15, 2019 through the Bar Date during the hours from 8:30 a.m. to 5:00 p.m. Pacific Time): i) 350 Salem Street, Chico, CA 95928; ii) 231 "D Street, Marysville, CA 95901; iii) 1567 Huntoon Street, Oroville, CA 95965; iv) 3600 Meadow View Road, Redding, CA 96002; v) 111 Stony Circle, Santa Rosa, CA 95401; or vi) 1850 Soscol Ave. Ste 105, Napa, CA 94559. About PG&E Corp 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 creditors' 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. PULMATRIX INC: Receives Noncompliance Notice from Nasdaq -------------------------------------------------------- Pulmatrix, Inc. received a letter from the Listing Qualifications Department of the Nasdaq Stock Market on July 19, 2019, indicating that, based upon the closing bid price of the Company's common stock for the 30 consecutive business day period between June 6, 2019 through July 18, 2019, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until Jan. 15, 2020, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). In order to regain compliance with Nasdaq's minimum bid price requirement, the Company's common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Company may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The letter has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company's compliance with the other listing requirements of The Nasdaq Capital Market. About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. The Company's proprietary product pipeline is focused on advancing treatments for serious lung diseases, including Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients with obstructive lung diseases including asthma and chronic obstructive pulmonary disease. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix incurred a net loss of $20.56 million in 2018 following a net loss of $18.05 million in 2017. As of March 31, 2019, Pulmatrix had $13.99 million in total assets, $3.79 million in total liabilities, and $10.19 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company continues to have negative cash flow from its operations, 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. RELIABLE GALVANIZING: $275K Sale of Chicago Property to Wayne OK'd ------------------------------------------------------------------ Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Reliable Galvanizing Co.'s sale of the real estate located at 819 W. 88th Street, also known as 8800 S. Genoa street, Chicago, Illinois, to Wayne Ware/Fighters United Against Violence, or its corporate nominee, for $275,000, subject to higher and better offers. The sale includes certain overhead cranes which were previously sold to PPL Acquisition Group II, LLC as part of the sale of personal property. The Debtor is authorized to offer and advertise the sale asking higher and better offers and sale terms by its attorneys asking Qualified Competing Bids upon terms set forth in the Motion. The Debtor report to Court on the closing of the sale on Aug. 8, 2019 at 10:30 a.m. without further notice. The service of the Motion is reduced to seven days and deemed adequate. About Reliable Galvanizing Company Reliable Galvanizing Company operates as an iron and steel metal fabrication company. Serving the Midwest for over 35 years, Reliable Galvanizing offers a process of corrosion protection consisting of dipping steel into a bath of molten zinc producing a progressive zinc and iron alloy layer on the surface. Reliable Galvanizing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-29503) on Oct. 19, 2018. In the petition signed by Michael Eisner, president, the Debtor disclosed $914,187 in assets and $1,022,052 in liabilities. The case has been assigned to Judge LaShonda A. Hunt. The Debtor tapped The Golding Law Offices, P.C. as its legal counsel. RETRIEVAL MASTERS: Seeks to Hire Chapman and Cutler as Attorney --------------------------------------------------------------- Retrieval-Masters Creditors Bureau, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of New York (White Plains) to hire Chapman and Cutler LLP as attorneys for the Debtor. Retrieval-Masters requires Chapman to: a. advise the Debtor with respect to its powers and duties as a debtor in possession; b. advise and consult on the conduct of this chapter 11 case, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest on behalf of the Debtor; d. take all necessary actions to protect and preserve the Debtor's estate, including prosecuting potential actions on the Debtor's behalf, defending any action commenced against the Debtor, and represent the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; e. prepare pleadings in connection with this chapter 11 case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; f. represent the Debtor in connection with obtaining authority to continue using cash collateral and postpetition financing; g. advise the Debtor in connection with any potential sale or other disposition of assets; h. appear before the Court and any appellate courts to represent the interests of the Debtor's estate; i. take any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto, or other similar case disposition; and j. perform all other necessary legal services for the Debtor in connection with the prosecution of this chapter 11 case, including: (i) analyzing the Debtor's leases and contracts and the assumption and assignment or rejection thereof; and (ii) advise the Debtor on corporate and litigation matters. Chapman’s current hourly rates are: Partners $750 - $1,030 Associates $385 - $705 Paraprofessionals $275 - $345 Steven Wilamowsky, partner of the law firm of Chapman and Cutler LLP, disclosed in the court filings that Chapman is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtor's estates. 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, Mr. Wilamowsky disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Chapman's billing rates and material financial terms have not changed between the prepetition and postpetition periods of Chapman's representation of the Debtor; and -- Chapman and the Debtor have discussed Chapman's staffing and Budget plan for approximately the first 90 days of the case. The firm can be reached through: Steven Wilamowsky, Esq. Chapman and Cutler LLP 1270 Avenue of the Americas, 30th Floor New York, NY 10020 Phone: (212) 655-6000 Fax : (212) 697-7210 Email: wilamowsky@chapman.com About Retrieval-Masters Creditors Bureau, Inc. Retrieval-Masters Creditors Bureau, Inc. (RMCB) provides financial services. The Company operates as a recovery agency for consumer collections. Based in Elmsford, New York, Retrieval-Masters Creditors Bureau, Inc. filed a voluntary petition for relief under the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-23185) on June 17, 2019. Steven Wilamowsky at Chapman and Cutler LLP represents the Debtor as counsel. The case is assigned to Judge Robert D. Drain. On July 2, 2019, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditors in this Chapter 11 Case. RIVERDALE FINANCE: Fitch Affirms BB Rating on $7.5MM 2018A Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following Riverdale Finance Corporation, IL income tax securitized bonds: -- $7.5 million income tax securitized bonds, series 2018A. In addition, Fitch has affirmed the 'CCC' Issuer Default Rating on the village of Riverdale. The Rating Outlook is Stable. The series 2018A income tax securitization bonds were issued to provide funds for the corporation to purchase all of the village's right, title, and interest in the income tax revenues from the village pursuant to the sale agreement. Proceeds were also used to fund a debt service reserve fund and to capitalize interest through April 1, 2023. The village used the proceeds from the sale of its income tax revenues to the corporation to set up an escrow account to refund $2 million of outstanding obligations, establish a working capital fund, and fund certain capital and infrastructure projects located in the village. SECURITY The income tax securitized bonds have a first lien on the village's local share of the statewide income tax. The pledged revenue includes all distributions under Section 2 of the State Revenue Sharing Act from the Local Government Distributive Fund of income tax amounts payable by the state of Illinois to the village. The lien is closed to additional bonds. ANALYTICAL CONCLUSION The 'CCC' IDR reflects the village's very poor credit fundamentals, including its distressed financial position, constrained expenditure flexibility, a moderately-elevated long-term liability burden and a limited tax base that supports expectations for negative revenue growth over time absent policy action. The 'BB' income tax securitized bond rating is based on the very strong legal structure, which supports a true sale of the revenues and, in Fitch's opinion, insulates bondholders from any operating risk of the village of Riverdale. As the structure is a securitization specifically authorized by state law, the rating reflects a dedicated tax bond analysis under Fitch's criteria and is not limited by the village's 'CCC' IDR. Economic Resource Base Riverdale is a home rule municipality located approximately 22 miles south of downtown Chicago with a population of approximately 13,200. The village's population has declined by about 2.5% since 2010 and, while assessed value (AV) has increased over the last several years, it is still below its pre-recession levels. About 29% of the village's residents live under the poverty level and income levels are well below the county, state, and national levels. The village has implemented a program to acquire abandoned properties and transfer them to developers to increase AV, which has led to some increases in assessed value in recent years. Residential properties make up approximately 60% of the tax base, while commercial, industrial, and railroad properties comprise the majority of the remainder. Almost 25% of village residents are employed in manufacturing or in transportation, warehousing, and utilities. IDR KEY RATING DRIVERS Revenue Framework: 'bbb' Fitch expects that general fund revenue may decline through an economic cycle based on its weak economic and demographic profile. The village has unlimited independent legal ability to increase revenues as a home rule municipality, although Fitch views the village's practical ability to implement such action as constrained. Expenditure Framework: 'Expenditures seem likely to grow at an extremely high rate as compared to expectations for revenue, creating challenging budget gaps that will be difficult to address. Expenditure flexibility is constrained by an elevated fixed cost burden, which Fitch expects will increase over time driven by rising pension contributions necessary to meet statutorily required pension funding levels. Long-Term Liability Burden: 'a' The village's long-term liability burden, including the Fitch-adjusted net pension liability and overall debt, is elevated, but still in the moderate range at around 20% of personal income. Operating Performance: 'Fitch believes that the village has extremely limited gap-closing capacity and that the already distressed operations would worsen further in an economic downturn. The village has accumulated a negative reserve balance through the recent recovery. DEDICATED TAX KEY RATING DRIVERS Strong Legal Framework: The bankruptcy-remote, statutorily defined nature of the issuer and a bond structure involving a perfected first lien security interest in the income tax revenues, are key credit strengths. As a result, Fitch considers the credit quality of the corporation's bonds as distinct from that of the village of Riverdale. Declining Pledged Revenue Prospects: Pledged income tax revenues have declined over the past 10 years by approximately 1.4% annually on average through fiscal 2018. The decline was due to several factors, including declines in overall state income tax collections through the last economic cycle, continued population declines in the village, and recent reductions by the state in the local share of the revenue stream. The state reports that the income tax distribution did increase in fiscal 2019. However, Fitch expects that declines may continue in the long run due to the village's economic and demographic profile. Exposure to Changes in the Local Share: The state can alter the local share of income tax revenue through legislative changes, as it did in the state's fiscal 2018 budget when it reduced the local share by 10% and again in fiscal years 2019 and 2020 when it reduced the local share by 5% from the pre-fiscal 2018 formula. This introduces risk to the revenue stream that Fitch incorporates into its assessment of resilience through economic cycles. Resilience Through Economic Cycles: The bond structure is expected to show a moderate level of resilience to anticipated declines in an economic downturn scenario in addition to potential state action in reducing the local share of revenue. Fitch estimates that fiscal 2018 pledged revenue of $1.2 million could tolerate a 46% decline to 1x coverage of maximum annual debt service. The 46% coverage cushion is equivalent to 2.4x the largest consecutive historical decline (a 19% revenue loss over fiscal 2009-2010) and 7x the potential impact of a moderate downturn as estimated by the Fitch Analytical Sensitivity Tool (FAST). Fitch also considered the revenue sensitivity results if the state decreased the local share of income tax revenue by 10%, as it did in fiscal 2018. The coverage cushion from fiscal 2018 pledged revenue would cover the resultant largest consecutive revenue decline (estimated at 27%) by 1.7x, and the FAST results under that assumption by 5.2x. No additional debt is allowed under the bond resolution. RATING SENSITIVITIES Income Tax Securitized Bonds: The rating incorporates the risk of pledged revenue declines related to declining population, reductions in the local share of state income tax revenue, and a normal economic downturn. However, severe declines or legislative changes of a scale beyond Fitch's expectations could pressure the rating. IDR: The rating is sensitive to the village's ability to sustain liquidity adequate to meet its ongoing financial commitments, including actuarially determined pension contributions. Although not expected in the near term, Fitch would view progress towards eliminating the village's accumulated deficit reserve position and achieving structural budgetary balance a positive credit development. ROCKY MOUNTAIN ACADEMY: S&P Raises Revenue Bond Rating to 'B+' -------------------------------------------------------------- S&P Global Ratings raised its underlying rating to 'B+' from 'B-' on Colorado Educational & Cultural Facilities Authority's series 2010 charter school refunding and improvement revenue bonds issued for Rocky Mountain Academy of Evergreen (RMAE). The outlook is positive. "The raised rating and positive outlook reflects our view of RMAE's growth in enrollment in fall 2018 and expectations of further growth in fall 2019, in addition to the school receiving a three-year renewal from its authorizer indicative of an improved demand profile," said S&P Global Ratings credit analyst Robert Tu. "The 'B+' rating and positive outlook are further supported by the school's improved financial metrics and limited debt plans," Mr. Tu added. The 'B+' rating reflects S&P's view of the academy's: -- Sufficient liquidity position, with 78 days' cash on hand for fiscal 2018; -- Significant improvement in pro forma MADS coverage and MADS burden; -- Good relationship with the charter authorizer, which renewed the school for an additional three year term in 2019; -- Longstanding operations, as RMAE opened in 1998; and -- Good academics that are above both state and local scores. Partly offsetting the above strengths, in S&P's view, are the: -- Academy's history of volatile enrollment due to the changes in the school's leadership and board members; -- Academy's historically weak operations, with full-accrual deficits over the past three years, although S&P expects positive operations in fiscal 2019 and 2020; -- Inherent uncertainty associated with charter renewals given that the bonds' final maturity exceeds the duration of the existing charter. The bonds are special, limited obligations of the authority and are secured by a pledge of a mortgage and security interest in revenue associated with RMAE's campus under a mortgage and loan agreement between the authority and RMAE Building Corp. The corporation's revenue consist of payments from the school under an annually renewable lease agreement, and the school's revenues consist primarily of state payments to the school under a per-pupil formula. RMAE is a K-8 school and serves a stable community located approximately one mile west of Evergreen and about 27 miles west of the Denver region. RODRIGUEZ INVESTMENTS: Hires Peyrot and Associates as Counsel ------------------------------------------------------------- Rodriguez Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Alaska (Anchorage) to employ T. Edward Williams and his firm Williams, LLP, a partnership of Peyrot and Associates, P.C., as the Debtor's bankruptcy counsel. The duties and responsibilities of T. Edward Williams, Esq. are: (i) take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; (ii) prepare on behalf of the Debtor, as the debtor in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate and serve such papers on creditors; (iii) take all necessary or appropriate actions in connection with a plan or plans of reorganization or liquidation and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; and (iv) perform all other necessary legal services in connection with the prosecution of this chapter 11 case. Williams, LLP has requested a retainer of $21,000.00 in the preparation and filing of the within Chapter 11 bankruptcy. Mr. Williams assures the Court that he does not hold or represent any interest adverse to the Estate and all individuals associated with him are disinterested within the meaning of section 327(a) and 101 of the Bankruptcy Code. Mr. Williams can be reached at: T. Edward Williams, Esq. Peyrot & Associates, PC 62 William Street 8th Floor Telephone: 646-650-5139 Fax: 646-650-5109 Email: Edward.williams@peyrotlaw.com About Rodriguez Investments, LLC Based in Anchorage, Alaska, Rodriguez Investments, LLC, filed a Voluntary Petition under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Alaska Case No. 19-00207) on July 1, 2019, listing under $1 million on both assets and liabilities. Edward Williams, Esq. at Peyrot and Associates P.C. represents the Debtor as counsel. RONALD BRODIE: $825K Sale of Moorestown Property to Smiths Approved ------------------------------------------------------------------- Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized Ronald Brodie's private sale of interest in the real property located at 810 Joshua Court, Moorestown, New Jersey to William and Stephanie Smith for $825,000. The sale is free and clear of all liens and encumbrances. From the proceeds of sale, the Debtor will pay the amount due and owing to the Bank of America, which holds a first mortgage lien on the property, in order to satisfy the obligation in full. The second mortgage holder, 2EE, LLC, has agreed to give the Debtor and his wife a consensual discharge of mortgage on 810 Joshua Court, Moorestown, New Jersey. From the proceeds of sale, the Debtor will pay all ordinary and reasonable costs of closing, including outstanding real estate taxes. The Debtor will pay from the proceeds of sale the realtors' commissions that are due pursuant to the Agreement of Sale, namely to the Sellers' broker, Weichert Realtors, the sum of $24,750, and to the Buyers' broker, Lenny, Vermaat & Leonard, the sum of $19,750. From the proceeds of sale that the Debtor and his wife will escrow with the title company the sum of $70,000 to complete and pay for a replacement of the private septic system, which is a condition of sale between the Debtor and his wife as sellers and the Buyers. From the net proceeds of sale the Debtor's wife will be entitled to the reimbursement of the sum of $14,000 representing the cost of a roof replacement, which was a condition of sale between the Debtor and his wife as and the Buyers. 2EE, the second mortgagee, on the one hand and Landmark Growth Capital Partners, L.P. and Landmark IAM Growth Capital, L.P. on the other hand will split the remaining proceeds of sale equally. If there is a remainder in the escrow account after payment of the contractor to replace the private septic system, that remainder will be split equally between 2EE, on the one hand and Landmark Growth and Landmark IAM on the other hand. The 14-day stay of the Order authorizing the sale of property is waived. Ronald Brodie sought Chapter 11 protection (Bankr. D. N.J. Case No. 19-21672) on June 11, 2019. The Debtor tapped David A. Kasen, Esq., at Kasen & Kasen as counsel. SAVION INVESTMENTS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Savion Investments, LLC 7521 Brayton Drive Anchorage, AK 99507 Business Description: Savion Investments LLC is a privately held company in Anchorage, Alaska. Chapter 11 Petition Date: July 22, 2019 Court: United States Bankruptcy Court District of Alaska (Anchorage) Case No.: 19-00231 Judge: Hon. Gary Spraker Debtor's Counsel: Edward Williams, Esq. PEYROT AND ASSOCIATES P.C. 62 William Street Ste 8th Floor New York, NY 10005 Tel: 917-287-4740 E-mail: edward.williams@peyrotlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kisha Smaw, chief executive officer. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/akb19-00231.pdf SEAHAWK HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed all of its ratings on information technology and data management software provider Seahawk Holdings Ltd., including its 'B' issuer credit rating. The outlook revision is primarily based on S&P's expectation for Seahawk Holdings Ltd.'s leverage to decline further to the mid-6x area in fiscal 2020 from over 7x in fiscal 2019. S&P estimates that leverage compression will be driven by improving EBITDA margins, significant cost reduction plans (previously taken), and reduced research and development spending. Moreover, the completion of the Sonicwall separation provides additional clarity for S&P's EBITDA forecasts. As a result the rating agency expects leverage compression to continue in the second half of 2019, especially because the company's EBITDA is heavily weighted towards second half of fiscal 2020. S&P's stable outlook on Seahawk Holdings Ltd. reflects its view that the company's diversified product portfolio will support bookings growth, continued revenue stabilization, and good free cash flow generation, which should drive EBITDA margin expansion and cause leverage to decline to the mid-6x area over the next 12 months. "We could lower the rating if bookings growth is not sustained, leading to persistent revenue declines and lower-than-expected EBITDA margins that raise leverage over 7.5x on a sustained basis. We could also downgrade Seahawk if FOCF to debt reaches the low-single-digit area," S&P said. "We view an upgrade as unlikely over the next 12 months but would consider an upgrade if EBITDA margins remain in the 30% area and leverage falls below 5x, with the company's commitment to maintain leverage below 5x going forward," S&P said. SFO INVESTMENTS: Seeks to Hire Angstman Johnson as Attorney ----------------------------------------------------------- SFO Investments, LLC seeks authority from the U.S. Bankruptcy Court for the District of Idaho (Twin Falls) to employ Matthew T. Christensen and Angstman Johnson as attorneys. SFO requires Angstman to: a. prepare and file of a petition, Schedules, Statement of Financial Affairs, and other related forms; b. attend at all meetings of creditors, hearings, pretrial conferences, and trials in the case or any litigation arising in connection with the case, whether in state or federal court; c. prepare, file, and presentation to the Bankruptcy Court of any pleadings requesting relief; d. prepare, file, and presentation to the court of a disclosure statement and plan of arrangement under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors or interested parties, prepare, and prosecution of any objections to claims as appropriate; f. prepare and presentation of a final accounting and motion for final decree closing the bankruptcy case; and g. perform all other legal services for the Applicant that may be necessary. Billing rates for attorneys at Angstman Johnson range between $195 and $350 per hour. Paralegal billing rates are $95 and $130 per hour. Matthew T. Christensen, Esq. at Angstman Johnson attests that he and his firm are disinterested persons as defined in 11 U.S.C. Sec. 101(14) and represent no interest adverse to the debtor in possession or bankruptcy estate. The firm can be reached at: Matthew T. Christensen, Esq. ANGSTMAN JOHNSON 199 N. Capitol Blvd, Ste 200 Boise, ID 83702 Phone: (208) 384-8588 Fax: (208) 853-0117 Email: mtc@angstman.com About SFO Investments, LLC Based in Ketchum, Idaho, SFO Investments, LLC, filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Id. Case No. 19-40662) on July 12, 2019, listing under $1 million in both assets and liabilities. Matthew Todd Christensen, Esq. at Angstman Johnson represents the Debtor as counsel. SINCLAIR TELEVISION: S&P Cuts Senior Unsecured Debt Rating to 'B' ----------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Sinclair Television Group Inc.'s (STG) senior unsecured debt to 'B' from 'B+' and revised its recovery rating on the debt to '6' from '5'. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. Sinclair is increasing the size of STG's proposed $700 million senior secured term loan B by $600 million to $1.3 billion. Sinclair intends to use the incremental term loan proceeds to repay its 5.375% senior unsecured debt due 2021 ($600 million outstanding). While the total amount of debt outstanding remains unchanged, the increased proportion of senior secured debt in the capital structure reduces the value available to STG's secured and unsecured lenders. S&P's 'BB+' issue-level rating and '1' recovery rating on STG's senior secured debt remain unchanged, though S&P has revised its rounded recovery estimate to 90% from 95%. At the same time, Sinclair is increasing the size of Diamond Sports Group LLC's (DSG) proposed senior secured note issuance by $500 million to $3.1 billion and is reducing its proposed senior unsecured note issuance by the same amount to $1.8 billion. S&P's issue-level and recovery ratings on DSG remain unchanged, although S&P revised its rounded recovery estimate for the company's senior secured debt to 70% from 75% because of the increased amount of senior secured debt outstanding in its capital structure. ISSUE RATINGS--RECOVERY ANALYSIS Sinclair issues its debt at its operating subsidiaries, which S&P analyzes separately to determine recovery prospects. STG and its subsidiaries do not guarantee any of the debt at DSG and DSG and its subsidiaries do not guarantee any of the debt at STG. Sinclair Television Group Inc. Key analytical factors -- Following the transaction, STG will be the borrower of a $650 million senior secured revolving credit facility maturing in 2024, a $1.3 billion senior secured term loan B maturing in 2024, a $1.3 billion senior secured term loan B maturing in 2026, and $1.8 billion of senior unsecured notes with maturities ranging from 2022 through 2027. -- STG's senior secured debt is guaranteed by Sinclair Broadcast Group Inc. (SBG), designated subsidiaries of SBG (excluding Diamond Sports Holdings LLC and its subsidiaries), and STG's material subsidiaries. The senior secured debt is secured by substantially all of STG's assets and those of its guarantors (with certain exceptions including FCC licenses). Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in 2023 due to a combination of the following factors: a larger-than-expected drop in EBITDA in a nonelection year, increased competition from alternative media, a prolonged decline in advertising revenue due to economic weakness, a failure to generate retransmission revenue commensurate with its local market and relevant television networks, and pressure from affiliated networks to remit a significant portion of its retransmission fees. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, the spread on the revolving credit facility rises to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P has valued STG on a going-concern basis using a 7x multiple of its projected emergence EBITDA, which is in line with the multiples S&P uses for the other large television broadcasters it rates. Simplified waterfall -- EBITDA at emergence: $435 million -- EBITDA multiple: 7x -- Gross recovery value: $3 billion -- Net recovery value for waterfall after administrative expenses (5%): $2.9 billion -- Value available for senior secured debt claims: $2.9 billion -- Estimated senior secured debt claims: $3.2 billion -- Recovery range: 90%-100% (rounded estimate: 90%) -- Value available for senior unsecured debt claims: Negligible -- Estimated senior unsecured debt claims: $1.9 billion -- Recovery range: 0%-10% (rounded estimate: 0%) Diamond Sports Group LLC Key analytical factors -- Following the transaction, DSG will be the borrower of a $650 million senior secured revolving credit facility maturing in 2024, a $3.3 billion senior secured term loan B maturing in 2026, $3.1 billion of senior secured notes due in 2026, and $1.8 billion of senior unsecured notes due in 2027. -- DSG's senior secured debt will be guaranteed by Diamond Sports Intermediate Holdings LLC, Diamond Sports Finance Co., and DSG's material subsidiaries. The senior secured debt will be secured by substantially all of DSG's assets and those of its guarantors. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in 2023 due to a steep decline in distribution revenue stemming from an acceleration in subscriber declines because multichannel video programming distributors (MVPDs) reduce their carriage or pass rising sports programming costs onto consumers. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, the spread on the revolving credit facility rises to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P has valued DSG on a going-concern basis using a 6.5x multiple of its projected emergence EBITDA, which is 0.5x lower than the multiple S&P uses for STG because broadcast television is benefitting from growth in retransmission and political advertising and is not experiencing the same level of secular pressure that is affecting cable networks. Simplified waterfall -- EBITDA at emergence: $800 million -- EBITDA multiple: 6.5x -- Gross recovery value: $5.2 billion -- Net recovery value for waterfall after administrative expenses (5%): $4.9 billion -- Value available for senior secured debt claims: $4.9 billion -- Estimated senior secured debt claims: $7 billion -- Recovery range: 70%-90% (rounded estimate: 70%) -- Value available for senior unsecured debt claims: Negligible -- Estimated senior unsecured debt claims: $1.9 billion -- Recovery range: 0%-10% (rounded estimate: 0%) Ratings List Sinclair Television Group Inc. Issuer Credit Rating BB-/Positive Ratings Affirmed Diamond Sports Group LLC Senior Unsecured B Recovery Rating 6(0%) Ratings Affirmed; Recovery Expectations Revised Diamond Sports Group LLC Senior Secured BB Recovery Rating 2(70%) 2(75%) Sinclair Television Group Inc. Senior Secured BB+ Recovery Rating 1(90%) 1(95%) Ratings Lowered; Recovery Rating Revised To From Sinclair Television Group Inc. Senior Unsecured B B+ Recovery Rating 6(0%) 5(10%) STEAK N SHAKE: S&P Cuts Rating on Secured Term Loan to 'CCC-' ------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on U.S. hamburger restaurant Steak 'n Shake Inc.'s (SnS) secured term loan facility to 'CCC-' from 'CCC'. The '3' recovery rating remains unchanged. The downgrade reflects S&P's view of SnS' heightened liquidity risks. S&P expects the company to generate significant negative free operating cash flow and believes there is an elevated likelihood that the company will be unable to meet its near-term interest and principal obligations (with the next $5 million interest payment due in September 2019). The negative outlook on SnS reflects S&P's view that the company may be unable to meet its financial obligations because of its weakened liquidity and could pursue a restructuring or distressed exchange in the next six months. "We would lower our rating on SnS if the company is unable to pay its future quarterly debt expenses, including the next interest payment due September 2019. We could also lower the rating if the company announces a distressed exchange or restructuring," S&P said. "Although unlikely, we could raise our ratings on SnS if we expect the company to meet its financial obligations or if we believe it will successfully refinance its term loan debt at par," S&P said. STEARNS HOLDINGS: Section 341(a) Meeting Set For July 29 -------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of creditors of Stearns Holdings LLC and its debtor-affiliates on July 29, 2019, at 1:00 p.m. (ET), at the U.S. Bankruptcy Court for the Southern District of New York, One Bowling Green, 5th Floor, New York, New York 1004-1408. The meeting will be held pursuant to Sec. 341(a) of the Bankruptcy Code. A representative of the Debtors is required to attend the meeting to be questioned under oath. The meeting may be continued or adjourned to a later date. Creditors may attend, but are not required to do so. About Stearns Holdings Stearns Lending, LLC is a provider of mortgage lending services in Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent and Financial Institutions sectors throughout the United States. Stearns Lending is an equal housing lender and is licensed to conduct business in 49 states and the District of Columbia. Additionally, Stearns Lending is an approved HUD (United States Department of Housing and Urban Development) lender; a Single Family Issuer for Ginnie Mae (Government National Mortgage Association); an approved Seller/Servicer for Fannie Mae (Federal National Mortgage Association); and an approved Seller/Servicer for Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns Lending is also approved as a VA (United States Department of Veterans Affairs) lender, a USDA (United States Department of Agriculture) lender, and is an approved lending institution with FHA (Federal Housing Administration). Stearns Lending is located at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707. Stearns Holdings, LLC and six subsidiaries, including Stearns Lending, LLC, each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-12226) on July 9, 2019. Stearns estimated assets of $1 billion to $10 billion and liabilities of the same range as of the bankruptcy filing. Stearns' cases have been assigned to the Honorable Shelley C. Chapman. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Stearns, PJT Partners is serving as its financial advisor and Alvarez & Marsalis serving as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent, maintaining the sites https://cases.primeclerk.com/stearns and http://www.stearnsrestructuring.com/ SUNGLO HOME: Aug. 20 Plan Confirmation Hearing ---------------------------------------------- The combined plan and disclosure statement filed by Sunglo Home Health Services, Inc., dba Sunglo Adult Day Care VIII, dba Sunglo Adult Day Care II, dba Brighten Academy, is conditionally approved. August 20, 2019 at 2:00 p.m. is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. August 15, 2019 is fixed as the last day for filing written objections to the disclosure statement and confirmation of the plan. About Sunglo Home Health Services Sunglo Home Health Services, Inc. -- http://www.sunglohhs.com/-- is a home health care services provider that offers a variety of programs to assist the aging and disabled in sustaining an improved quality of life. With more than 27 years of experience, Sunglo offers adult daycare, nurses, nursing aides, therapies, domestic help and spiritual support. Based in Harlingen, Texas, Sunglo Home Health Services, Inc., which conducts business under the names Sunglo Adult Day Care VIII, Sunglo Adult Day Care II and Brighten Academy, filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-10061) on Feb. 14, 2019, and disclosed $476,699 in assets and $1,540,810 in liabilities. The petition was signed by Linda Salazar, vice president. Judge Marvin Isgur presides over the case. The Debtor is represented by Jana Smith Whitworth, Esq., at JS Whitworth Law Firm, PLLC. TAYLOR MORRISON: S&P Rates New $425MM Unsec. Notes Due 2028 'BB' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Taylor Morrison Communities Inc.'s proposed $425 million senior unsecured notes due in early 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P expects the company to use the proceeds from these notes to fully redeem its $400 million of outstanding 6.625% senior unsecured notes due May 2022. THURSTON MANUFACTURING: $7.6M Sale of IP & Related Assets Approved ------------------------------------------------------------------ Judge Shon Hastings of the U.S. Bankruptcy Court for the District of Nebraska authorized Thurston Manufacturing Co.'s sale of its Blu-Jet product line and all business operations related thereto, including, but not limited to all patents, jigs, toolings, inventory, servers, customer lists, drawings, tradenames and trademarks, permits, intellectual property rights of Layton W. Jensen, and all goodwill, owned by the Debtor related to the same, to Unverferth Manufacturing Co., Inc. for $7,560,000. The sale is free and clear of all Interests. The Court authorizes the assumption and assignment of certain executory contracts and unexpired leases as contemplated by the terms and conditions of the APA. It authorizes Debtor to enter into the Transition Services Agreement to effectuate the terms and conditions of the APA. The Debtor is not subject to any stay in the implementation, enforcement, or realization of the relief granted in the Order. About Thurston Manufacturing Co Thurston Manufacturing Co., a company based in Thurston, Neb., filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80108) on Jan. 23, 2019. In the petition signed by CEO Ryan J. Jensen, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Shon Hastings oversees the case. Elizabeth M. Lally, Esq., at Goosman Law Firm PLC, serves as bankruptcy counsel. TIEL TRUST: Unsecureds to Get Paid in Full Under Chapter 11 Plan ---------------------------------------------------------------- Tiel Trust I FBO Paula T. Douglass filed a Chapter 11 Plan and accompanying Plan of Reorganization proposing that General Unsecured Claims, classified in Class 4, will be paid in full within 30 days of the Effective Date of the Plan. Class 2.1 - 2.3 Claims - Allowed Secured Claims held by 42400 Highway 82Acquisition, LLC, are impaired. Allowed in the full amount due on the Effective Date with post-petition interest at the contractual, non-default rate. Claims will bear interest at a rate of 6.75% per annum. No payment shall be due on account of the Claims through December 2020. Interest only payments begin on January 1, 2021 if Claims are not paid in full prior to such date. Class 3 Claim - Allowed Secured Claim held 42400 Highway 82 Acquisition Sub Debt, LLC, are impaired. Allowed in the full amount due on the Effective Date with post-petition interest at the contractual, non-default rate. Claims shall bear interest at a rate of 6.75% per annum. No payment shall be due on account of the Claims through December 2020; Interest only payments begin on January 1, 2021 if Claims are not paid in full prior to such date. The Debtor shall restructure its debts and obligations and shall continue to operate in the ordinary course of business. Funding for the Plan shall be from income derived from the rental income receive by the Debtor for its rail tank cars. The Debtor will also market the Property and either sell or refinance the Property in order to pay the DOT Claims in full. A full-text copy of the Disclosure Statement dated July 15, 2019, is available at https://tinyurl.com/yxdsa4u4 from PacerMonitor.com at no charge. The Plan was filed by Keri L. Riley, Esq., at Kutner Brinen, P.C., in Denver, Colorado, on behalf of the Debtor. About Tiel Trust I FBO Paula T. Douglass Tiel Trust I FBO Paula T. Douglass, based in Aspen, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 18-19697) on Nov. 6, 2018. In the petition signed by Sam Preston Douglass, Jr., trustee, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Thomas B. McNamara presides over the case. Keri L. Riley, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel to the Debtor. TIRAMISU RESTAURANT: Unsecureds to Get 10% Under Ch. 11 Plan ------------------------------------------------------------ Tiramisu Restaurant, LLC, filed a Chapter 11 Plan and accompanying Disclosure Statement proposing that Unsecured Claims, which are impaired, will receive cash equal to 10% of the Allowed Amount of its claim, by a payment equal to 5% of the Allowed amount of the claim ten (10) days after the Effective Date and an additional 5% one (1) year thereafter. The Debtor estimates that the total amount of Allowed Class 4 Claims is 490,000.00. The Debtor reserves the right to file objections to claims and if necessary, will file same within thirty (30) days after the Effective Date. Class 6 Interests. Karen Vedad shall retain her 100% ownership interest in the Debtor following confirmation of the Plan. Within 10 days prior to the Confirmation Hearing, Debtor shall deposit the sum of at least $35,000.00 into an escrow account held by the Debtor's attorneys which sum shall be released, upon a Final Order of Confirmation, into the Distribution Fund. Following the Distribution Date, the Debtor shall fund sufficient monies to make all remaining distributions under the Amended Plan through sales of Tiramisu Restaurant, LLC, directly from the account of Tiramisu Restaurant, LLC. A full-text copy of the Disclosure Statement dated July 15, 2019, is available at https://tinyurl.com/y336wuxf from PacerMonitor.com at no charge. The Plan was filed by Randy M. Kornfeld, Esq., at Kornfield & Associates, P.C., in New York. Tiramisu Restaurant, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-11346) on May 15, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Randy M. Kornfeld, Esq., at Kornfeld & Associates, PC. VISCONTI TRANSPORT: Taps Diaz & Larsen as Legal Counsel ------------------------------------------------------- Visconti Transport LLC received approval from the U.S. Bankruptcy Court for the District of Utah to hire Diaz & Larsen 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 the preparation of a plan of reorganization. Diaz & Larsen received a retainer of $37,000, of which $1,717 was used to pay the filing fee and $13,420 for the firm's pre-bankruptcy services. Diaz & Larsen does not have any interest adverse to the Debtor and its creditors, according to court filings. The firm can be reached through: Andres Diaz, Esq. Diaz & Larsen 307 West 200 South, Suite 2004 Salt Lake City, UT 84101 Tel: (801) 596-1661 Fax: (801) 359-6803 Email: courtmail@adexpresslaw.com About Visconti Transport Visconti Transport, LLC is a privately held company in the general freight trucking industry. It offers dry, refrigerated, and temperature-controlled transportation services. Visconti Transport sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-23782) on May 24, 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 Kevin R. Anderson. The Debtor is represented by Diaz & Larsen. WESTERN COMMS: $240K Sale of Redmond Property to Bishop Approved ---------------------------------------------------------------- Judge Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon authorized Western Communications, Inc.'s sale of the real property located at 226 NW 6th St., Redmond, Oregon to Shelby Bishop and/or assigns for $240,000. The sale is free and clear of all liens, claims, encumbrances, and interests, with any and all such liens, claims, encumbrances, and interests attaching to the sale proceeds. The sale proceeds will be distributed as follows: a. A commission of 6% of the gross sale price to Compass Commercial Real Estate Services consistent with the terms of the Order Authorizing Employment entered on May 6, 2019; b. additional closing costs to the extent such costs are usual and customary for a transaction of the kind authorized by the Order; and c. all remaining proceeds to Sandton Credit Solution Master Fund III, LP. The foregoing distribution to Sandton is without prejudice to the right of the Debtor to recover from the proceeds of Sandton's collateral the reasonable, necessary costs and expenses of preserving, or disposing of, such property pursuant to Section 506(c) of the Bankruptcy Code, and such rights are preserved. All stays, including, without limitation, those arising under Bankruptcy Rule 6004, are inapplicable and the Order will go into effect immediately upon its entry. About Western Communications Western Communications, Inc., is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. It previously sought bankruptcy protection (Bank. D. Oregon Case No. 11-37319) on Aug. 23, 2011. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WESTERN RESERVE: $260K Sale of Property to WaterSurplus Approved ---------------------------------------------------------------- Judge Jessica E. Price Smith of the U.S. Bankruptcy Court for the Northern District of Ohio authorized Western Reserve Water Systems, Inc.'s sale of certain property as described in a certain Purchase Order No. 11009330 dated March 4, 2019 to Watersurplus/Surplus Management, Inc. for $260,000, subject to any other higher and better bids. In order to facilitate the bidding, the Debtor will notify all interested parties, including, GSC, WaterSurplus, JAG, Cappas & Karas Investments, KeyBank, N.A. and any other interested parties of the location of the Property by June 5, 2019. The Debtor will make the Property available for inspection by prospective bidders and not interfere with any party's inspection of the Property. Bids from any potential buyer, other than the Original Bid of WaterSurplus, must be submitted by email or personal delivery to the counsel for the Debtor so that the proposed bids are received no later than 4:00 p.m. (ET) on July 15, 2019. All such bids will conform to the following qualification criteria: A. Identification: The bid must identify the name, mailing address and email address of the bidder. B. Form and Content: The terms of the bid will substantially conform to the terms of the Original Bid except: (i) the aggregate consideration of the bid; and (ii) any deposit, which will be in the amount provided the Agreed Order. C. Minimum Consideration: The aggregate consideration of the bid (which will include all of the equipment identified in the Original Bid must provide a purchase price equal to, or exceeding, the amount of the purchase price set forth in the original bid plus $20,000. D. Cash Deposit Bids: $100,000. If, WaterSurplus submits a bid, other than its Original Bid, WaterSurplus must also pay the above-described deposit along with any such bid. Said bid deposit will be paid to counsel for the Debtor to be held in the IOLTA account of counsel for the Debtor. Upon announcement of the highest and best bidder of the equipment, the counsel for the Debtor will promptly return said deposits of the unsuccessful bidders to the unsuccessful bidders. Neither the Debtor, nor any other party, will assert any claims or rights against deposit of any bidder other than its expressly provided in the Agreed Order. As further agreed by the parties, by noon on July 16, 2019, the Debtor's counsel will provide copies of any bids that were received during the period between July 5, 2019 and July 15, 2019 to the U.S. Trustee's office, counsel for KeyBank National Association, counsel for JAG and Cappas and Karas Investments and any persons that submitted a bid for the Property during that time. It is further agreed by the parties that WaterSurplus, or any party which has submitted a qualifying bid for the equipment by July 15, 2019 may submit additional bids in writing by personal delivery to counsel for the Debtor so that the bid is actually received by counsel for the Debtor no later than 4:00 p.m. (ET) on July 20, 2019. Each such bid will conform to the qualification criteria set forth hereinabove however, a bidder that has already paid a good faith deposit will not be required to pay an additional deposit. Upon receipt of such bids, the counsel for the Debtor will timely provide a copy of said bids to the United States Trustee's office, counsel for KeyBank, counsel for JAG Development and Cappas and Karas Investments and any party that submitted a bid for the equipment by July 20, 2019. By noon on July 21, 2019, the Debtor's counsel will notify the Court and any interested parties of the highest and best bid for the equipment, that is, the winning bid. Such determination and identification of the highest and best, winning bid will be made by the Debtor in consultation with KeyBank. By agreement of the parties the closing of the sale of the equipment will take place on July 22, 2019; provided, however, that title to the equipment will not transfer to the purchaser until the full purchase price has been paid, after applying any deposits delivered by that purchaser. After closing, the sale proceeds will be held in an escrow account of the Debtor in an account maintained at KeyBank, to be disbursed only upon further order of the Court. In the event that the party that submitted the winning bid fails to pay the balance of the purchase price, then the deposit of that winning bidder will be retained by the bankruptcy estate free and clear of any claim of the winning bidder as liquidated damages. Subject to the agreement and restrictions of the order, the Debtor's motion for sale of property free and clear of liens is granted. About Western Reserve Water Systems Western Reserve Water Systems, Inc. -- http://www.westernreservewater.com/-- is an industrial water service company offering a wide range of equipment, services, parts, and consulting services for the industrial process water and high purity water user. Western Reserve Water Systems services are supplied to various industries, such as power generation, chemical processing, auto, steel, food & beverage, pharmaceutical, hospital, medical, laboratory and light industrial and commercial markets. The Company's service center and regeneration facility is currently located in Cleveland, Ohio, with satellite service locations in Cincinnati, Ohio, and Terre Haute, Indiana. Western Reserve Water Systems sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-11864) on April 1, 2019. In the petition signed by Michael Eiermann, president, the Debtor disclosed total assets at $10,285,282 and $4,306,486 in total debt. The case is assigned to Judge Jessica E. Price Smith. The Debtor tapped Glenn E. Forbes, Esq., at Forbes Law, LLC, as counsel. WHITE BIRCH: Taps Van De Water Law Offices as Legal Counsel ----------------------------------------------------------- White Birch Brewing LLC received approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Van De Water Law Offices, PLLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the preparation of a plan of reorganization and representation in litigations related to the case. Marc Van De Water, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $350. His firm received an initial retainer of $9,717, of which $1,717 was used to pay the filing fee and $2,955 for the pre-bankruptcy services. Mr. Van De Water disclosed in court filings that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Van De Water Law Offices can be reached through: Marc L. Van De Water, Esq. Van De Water Law Offices, PLLC 44 Albin Road Bow, NH 03304 Tel: (603) 647-5444 Fax: (603) 624-7766 Email: vlawusa@gmail.com senseilawyer@gmail.com About White Birch Brewing White Birch Brewing LLC, a brewery company specializing in handcrafted batches of beer, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 19-10622) on May 5, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of between $10 million and $50 million. The case is assigned to Judge Bruce A. Harwood. The Debtor is represented by Van De Water Law Offices, PLLC. WOW WEE: Aug. 22 Plan Confirmation Hearing ------------------------------------------ The disclosure statement explaining the Chapter 11 Plan of Wow Wee, LLC, is conditionally approved. A hearing to consider final approval of the disclosure statement and a confirmation hearing on the Debtor's plan of reorganization is scheduled before Judge Jerry A. Brown, in Courtroom 705 Hale Boggs Federal Building 500 Poydras Street New Orleans, Louisiana, on Thursday, August 22, 2019, at 3:00 p.m. August 15, 2019 is fixed as the last day to file and serve written objections to both the debtor’s disclosure statement. Counsel for the debtor must file the tabulation of ballots electronically at least three (3) days prior to the confirmation hearing date. About Wow Wee The business of Wow Wee, LLC, consists of the wholesale and retail sale of various "dipping sauces" that it produces at its facility in Cut Off, Louisiana. Wow Wee, LLC, filed a voluntary petition for relief under Chapter 11 of Title 11, United States Code (Bankr. E.D. La. Case No. 18-12729) on Oct. 12, 2018, estimating under $1 million in assets and liabilities. Darryl T. Landwehr, Esq., at Landwehr Law Firm, is the Debtor's counsel. XENETIC BIOSCIENCES: Closes $15M Underwritten Public Offering ------------------------------------------------------------- Xenetic Biosciences, Inc., has closed its previously announced $15.0 million underwritten public offering. In conjunction with the closing of the offering, Xenetic completed its previously announced acquisition of the novel CAR T ("Chimeric Antigen Receptor T Cell") platform technology, called "XCART," a proximity-based screening platform capable of identifying CAR constructs that can target patient-specific tumor neoantigens, which has demonstrated proof-of-mechanism in B-cell Non-Hodgkin lymphomas. The XCART technology, developed by The Scripps Research Institute in collaboration with the Shemyakin-Ovchinnikov Institute of Bioorganic Chemistry, is believed to have the potential to significantly enhance the safety and efficacy of cell therapy for B-cell lymphomas by generating patient- and tumor-specific CAR T cells. "We believe that the XCART technology platform has the capability to expand the potential of CAR T cell therapy, an area driving new breakthroughs in the treatment of cancer. We are incredibly pleased to have closed this acquisition and look forward to leveraging this innovative technology to propel Xenetic into its next phase of growth," commented Jeffrey Eisenberg, chief executive officer of Xenetic. "The XCART platform has demonstrated proof-of-mechanism and promising preclinical evidence of target specificity. We believe this acquisition positions us to drive momentum in the innovation and development of new oncology therapeutics where there remains significant unmet need. Our R&D efforts will initially focus on leveraging the XCART platform to develop cell-based therapeutics for the treatment of B-cell Non-Hodgkin lymphomas, an initial global market opportunity estimated to exceed $5 billion per year." The XCART technology platform was designed by its originators to utilize an established screening technique to identify peptide ligands that bind specifically to the unique B-cell receptor on the surface of an individual patient’s malignant tumor cells. The peptide is then inserted into the antigen-binding domain of a CAR, and a subsequent transduction/transfection process is used to engineer the patient's T cells into a CAR T format which redirects the patient's T cells to attack the tumor. Essentially, the XCART screening platform is the inverse of a typical CAR T screening protocol wherein libraries of highly specific antibody domains are screened against a given target. In the case of XCART screening, the target is itself an antibody domain, and hence highly specific by its nature. The XCART technology creates the possibility of personalized treatment of lymphomas utilizing a CAR with an antigen-binding domain that should only recognize, and only be recognized by, the unique BCR of a particular patient's B-cell lymphoma. An expected result for XCART is limited off-tumor toxicities, such as B-cell aplasia. Xenetic's clinical development program will seek to confirm the early preclinical results, and to demonstrate a more attractive safety profile than existing therapies. Under the terms of the acquisition, Xenetic acquired all outstanding shares of Hesperix S.A., a newly-formed Swiss entity to which all XCART owners and inventors other than Scripps have assigned their rights to XCART, and exclusively licensed Scripps' rights in the technology, in exchange for an aggregate 625,000 shares of Xenetic common stock. Maxim Group LLC served as the strategic advisor to Xenetic and provided a fairness opinion to the special committee of the Board of Directors of Xenetic in connection with the acquisition. About the Offering Under the terms of the underwriting agreement, Xenetic sold 2,300,000 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and also issued warrants to purchase up to an aggregate of 2,300,000 shares of the Company's common stock. Each share of common stock was sold together with one warrant to purchase one share of common stock at a combined price to the public of $6.50 per share and warrant. The gross proceeds to Xenetic from the underwritten public offering were approximately $15.0 million before deducting underwriting fees and other offering expenses. Xenetic also has granted to the underwriter a 45-day option to purchase up to an additional 345,000 shares of common stock and/or warrants to purchase up to 345,000 shares of common stock, at the public offering price less discounts and commissions. On July 19, 2019, the underwriter exercised its overallotment option with respect to 160,000 warrants resulting in additional proceeds of $1,600. The warrants are immediately exercisable at a price of $13.00 per share of common stock and will expire five years from the date of issuance. The warrants are expected to begin trading on the Nasdaq Capital Market on July 19, 2019 or as soon thereafter as practicable, under the symbol "XBIOW." The warrants also provide that if the weighted-average price of common stock on any trading day on or after 30 days after issuance is lower than the then-applicable exercise price per share, each warrant may be exercised, at the option of the holder, on a cashless basis for one share of common stock. Maxim Group LLC acted as sole book-running manager in connection with the offering. About Xenetic Biosciences Lexington, Massachusetts-based Xenetic Biosciences, Inc., is a clinical-stage biopharmaceutical company focused on the discovery, research and development of next-generation biologic drugs and novel orphan oncology therapeutics. The Company recently announced its acquisition of the XCART platform, a novel CAR T technology engineered to target personalized, patient-specific tumor neoantigens. The Company plans to initially apply the XCART technology to develop cell-based therapeutics for the treatment of B-cell lymphomas. Xenetic Biosciences reported a net loss of $7.30 million for the year ended Dec. 31, 2018, compared to a net loss of $3.59 million for the year ended Dec. 31, 2017. As of March 31, 2019, Xenetic Biosciences had $16.45 million in total assets, $4.93 million in total liabilities, and $11.51 million in total stockholders' equity. Marcum LLP, in Boston, Massachusetts, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 29, 2019 on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. YAMANA GOLD: S&P Affirms BB+ Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on Yamana Gold Inc. as well as its 'BB+' issue-level rating on the company's unsecured notes. The affirmation on Yamana follows the increase in S&P Global Ratings' gold price assumptions, closing of the company's Chapada mine sale, and announced debt repayment initiatives. S&P now expects Yamana will generate an adjusted debt-to-EBITDA ratio of 1.5x-2.0x and a funds from operations (FFO)-to-debt ratio of 40%-45% in 2019 and 2020 -- stronger than the rating agency's previous expectations. However, S&P believes the improvement is offset by the reduction of the company's operating breadth, with the Chapada mine accounting for about 25% of Yamana's EBITDA in 2018. The stable outlook reflects S&P's expectation for Yamana to generate adjusted debt-to-EBITDA of 1.5x-2.0x in 2019 and 2020, following the sale of its Chapada mine and corresponding debt repayment. S&P also expects the company to generate predominantly positive free cash flow next year, which could contribute to further debt reduction. "We could lower the ratings if, over the next 12-24 months, we expect the company's adjusted debt-to-EBITDA ratio to approach and remain close to 3x on a sustained basis. In this scenario, we would expect gold prices to materially decline, likely well below US$1,200/oz over the next two years," S&P said. "We could also consider a downgrade if our view of Yamana's asset quality and operating efficiency weakens, likely due to higher-than-expected unit costs or negligible-to-negative free cash flow generation over the next two years," S&P said. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. 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