/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190731.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 31, 2019, Vol. 23, No. 211 Headlines 1 GLOBAL CAPITAL: Unsecureds to Recoup 34% in Amended Plan 219 SAGG MAIN: Equity Holder to Fund $4.5MM for Plan Payments ACETO CORP: Argo Group Objects to Disclosure Statement ACETO CORP: SEC Objects to Disclosure Statement AK BUILDERS: Voluntary Chapter 11 Case Summary AMERICAN FEDERATED: A.M. Best Affirms B(Fair) Fin. Strength Rating AMERICAN HOLLOW: Plan Confirmation Hearing Set for Sept. 12 AMERIFIRST AUTO: Seeks to Use Cash Collateral BALL METALPACK: Mooyd's Lowers CFR to B3, Outlook Stable BERRY'S RESTAURANT: U.S. Trustee Unable to Appoint Committee BIOSCRIP INC: Reports Second Quarter 2019 Financial Results BLACKHAWK MINING: Files Debt-to-Equity Prepackaged Plan BLESSED HOLDINGS: $1.25M Sale of Miami Beach Property Approved BLESSED HOLDINGS: Sept. 11 Plan and Disclosures Hearing Set CANYON VALOR: Moody's Affirms B2 CFR, Outlook Positive CASCADES OF GROVELAND: U.S. Trustee Unable to Appoint Committee CBAK ENERGY: Issues $1.4M Promissory Note to Atlas Sciences CENTER CITY HEALTHCARE: Russell Represents Utility Companies CENTER CITY: Sept. 18 Auction of All STC Entities Assets Set CHINA LENDING: Partners With China's ZLJA on Expansion Efforts CLICKAWAY CORP: Asks Court to Grant Exclusivity Motion by Default COMMUNITY MEMORIAL: S&P Affirms BB Long-Term Rating on 2011 Bonds CONIFER VETERINARY: Treatment of Wells Fargo Secured Claim Modified CR COMMERCIAL: U.S. Trustee Unable to Appoint Committee CREATIVE LEARNING: Unsecured Creditors to Recoup 10% Under Plan CREDIAUTOUSA FINANCIAL: Exclusivity Period Extended Until Oct. 28 CRM CITY FELLOWSHIP: Aug. 26 Plan Confirmation Hearing CYTORI THERAPEUTICS: Changes Name to 'Plus Therapeutics, Inc.' DCERT BUYER: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable DISH NETWORK: Moody's Reviews Ba3 CFR for Downgrade Due to Debt DITECH FINANCIAL: Court Narrows Claims in L. Lyons Suit DITECH HOLDING: Creditors' Committee Objects to Plan Confirmation DITECH HOLDING: Mackie Wolf Objects to Disclosure Statement DITECH HOLDING: Millsap & Singer Objects to Disclosure Statement DITECH HOLDING: Trott Law Objects to Disclosure Statement DITECH HOLDING: U.S. Trustee Objects to Plan Confirmation DONALD WOODMAN: Sale of Elmer Property to Pay Plan Obligations OK'd DRESSBARN: Ascena Brings on Gordon Brothers to Shut Down Stores FIELDPOINT PETROLEUM: Reports Unauthorized Promotional Activity FOREVER 21: Seeks Restructuring Advice to Avert Bankruptcy FUSION CONNECT: Simpson Thacher Represents Ad Hoc Group GULFSTREAM DIAGNOSTICS: Lender Objects to Disclosure Statement HMSW CPA: Files Chapter 11 Plan of Liquidation HMSW CPA: Plan, Disclosures Hearing Scheduled for Aug. 19 HUGHES SATELLITE: S&P Raises Unsecured Note Rating to 'BB' ILLINOIS: Hedge Fund Challenges $14-Bil. Debt as Unconstitutional IQVIA INC: Moody's Assigns Ba3 to Proposed Sr. Unsec. Notes IQVIA INC: S&P Rates New $800MM Euro-Denominated Unsec. Notes 'BB' ISAGENIX WORLDWIDE: S&P Lowers ICR to 'B-'; Outlook Negative KESTREL BIDCO: Moody's Assigns Ba3 CFR, Outlook Stable KESTREL BIDCO: S&P Assigns Preliminary 'B+' ICR; Outlook Stable L REIT LTD: Latest Plan Discloses Agreement with Bancorp LBJ HEALTHCARE: Aug. 29 Hearing on Disclosure Statement MAMA'S HAWAIIAN: Taps Tucson Realty as Real Estate Broker NBM US HOLDINGS: S&P Rates New Senior Unsecured Notes 'BB-' NORTH OAKS: S&P Alters Outlook to Stable, Affirms BB+ Bond Rating NOVABAY PHARMACEUTICALS: Appoints New Director to Fill Vacancy NOVABAY PHARMACEUTICALS: Registers $10M Worth of Securities NOVABAY PHARMACEUTICALS: Reports 2nd Quarter Net Sales of $1.8M OWENS CORNING: Moody's Rates Proposed $450MM Unsec. Notes Ba1 OXBRIDGE COINS: Business Revenues to Fund Proposed Plan P-D VALMIERA GLASS: Hires Constangy Brooks as Special Counsel PEARL CITY GARAGE: Seeks Court Approval to Hire Accountant PG&E CORPORATION: Jones Day Updates List of PG&E Shareholders PULMATRIX INC: Terrance McGuire Resigns as Director R SHIMON BAR: Case Summary & 14 Unsecured Creditors REAGOR-DYKES MOTORS: FCB Objects to Disclosure Statement RENNOVA HEALTH: Owes $9.94 Million to Company Director RIVOLI & RIVOLI: Hires Andreozzi Bluestein as Legal Counsel RIVOLI & RIVOLI: Seeks to Hire Gelsomino & Company as Accountant ROBERT MILLER: $289K Sale of Nantucket Condo Unit 120 Approved ROBERT SIMMONS: $5.2K Sale of Remaining Personal Property Approved SAMSON OIL: Names Nicholas Ong as Director & Corporate Secretary SEARS HOLDINGS: Judge Threatens to Appoint Examiner in Lampert Row SEDGWICK CLAIMS: Moody's Affirms B3 CFR, Outlook Stable SELECT MEDICAL: S&P Rates New Senior Unsecured Notes 'B-' SELECTA BIOSCIENCES: Inks 25,078 SF Office Lease in Massachusetts SHALE SUPPORT: U.S. Trustee Forms 5-Member Committee SHARING ECONOMY: Incurs $25 Million Net Loss in First Quarter SINTX TECHNOLOGIES: Expects to Hire Investment Banking Firm SLIGO PARKWAY: Court OK's Plan Outline; Sept. 12 Plan Hearing Set SOLUTIONS BY DESIGN: Unsecureds to Get $31K in Monthly Payments SOUTHERN GENERAL: A.M. Best Affirms B-(Fair) Fin. Strength Rating SOVRANO LLC: Aug. 27 Hearing on Disclosure Statement SPAR BUSINESS: Rodgers Opposes Approval of Plan, Disclosures TIRAMISU RESTAURANT: Aug. 21 Hearing on Disclosure Statement TSC GREEN ACRES: $900K sale of Glen Burnie Property Approved VALERITAS HOLDINGS: May Issue 4M Additional Shares to Asphire VERSO PAPER: S&P Affirms 'B+' ICR on Term Loan Repayment VIANT MEDICAL: Moody's Lowers CFR to B3, Outlook Stable W.E.N.I.M.M LLC: Unsecureds to Get 20% from Quarterly Net Revenue WESTJET AIRLINES: Fitch Assigns BB-(EXP) First Time Ratings WITTER HARVESTING: Demott Auction Sale of 4 Vehicles Approved XENETIC BIOSCIENCES: Anson Funds Et Al. Report 9.8% Equity Stake ********* 1 GLOBAL CAPITAL: Unsecureds to Recoup 34% in Amended Plan ---------------------------------------------------------- 1 Global Capital LLC and 1 West Capital LLC, jointly with the Official Committee of Unsecured Creditors, filed a first amended Chapter 11 liquidation plan and accompanying disclosure statement to propose a 34% recovery to holders of investor principal claims and general unsecured claims. The Plan Proponents expect that the Initial Distribution will be in an aggregate amount of not less than $75,000,000. Class 4B: General Unsecured Claims are impaired. Each Holder of an Allowed Class 4B Claim shall receive a Pro Rata Share of Liquidating Trust Interests on or as soon as reasonably practicable following the later of: (i) the Effective Date, (ii) the date upon which such Allowed Class 4B Claim becomes an Allowed Claim, or (iii) such other date as may be agreed upon between the Holder of such Allowed Class 4B Claim and the Debtors or Liquidating Trustee. Class 4A: Investor Principal Claims are impaired. Each Holder of an Allowed Class 4A Claim shall receive issuance of its Pro Rata Share of Liquidating Trust Interests on or as soon as reasonably practicable following the later of: (i) the Effective Date, (ii) the date upon which such Allowed Class 4A Claim becomes an Allowed Claim, or (iii) such other date as may be agreed upon between the Holder of such Allowed Class 4A Claim and the Debtors or Liquidating Trustee. Class 5: Investor Other Claims are impaired. Holders of Class 5 Claims shall not receive a Distribution on account of such claims, subject to the right to modify the Plan as set forth in Section 14.02 of the Plan. Class 6: Intercompany Claims are impaired. All Intercompany Claims shall be deemed compromised, and Holders of Class 6 Claims shall receive no Distribution on account of such Intercompany Claims. Class 7: Subordinated Claims are impaired. Holders of Class 7 Claims shall not receive a Distribution under the Plan on account of such claims. Class 8: Section 510(b) Claims are impaired. Holders of Class 8 Claims shall not receive a Distribution under the Plan on account of such claims. Class 9: Equity Interests in the Debtors are impaired. All Equity Interests in the Debtors will be cancelled, and holders of such Equity Interests shall receive no Distribution on account of such Equity Interests. A full-text copy of the First Amended Disclosure Statement dated July 22, 2019, is available at https://tinyurl.com/yxw353rj from PacerMonitor.com at no charge. A redlined version of the First Amended Disclosure Statement dated July 22, 2019, is available at https://tinyurl.com/y5d62ox7 from Epiq11.com at no charge. The First Amended Plan and Disclosure Statement were filed by Paul J. Keenan Jr., Esq., and John R. Dodd, Esq., at Greenberg Traurig, LLP, in Miami, Florida, on behalf of the Debtors; and Russell M. Blain, Esq., and Barbara A. Hart, Esq., at Stichter, Riedel, Blain & Postler, P.A., in Tampa, Florida, on behalf of the Committee. About 1 Global Capital 1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a direct small business funder offering an array of flexible funding solutions, specializing in unsecured business funding and merchant cash advances. 1 Global Capital LLC, based in Hallandale Beach, Fla., and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-19121) on July 27, 2018. In the petition signed by Steven A. Schwartz and Darice Lang, authorized signatories, 1st Global Capital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Raymond B. Ray oversees the cases. Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 7, 2018. The committee tapped Stichter, Riedel, Blain & Postler, P.A. as its legal counsel; Conway MacKenzie, Inc., as financial advisor, along with Dundon Advisers, LLC, as co-financial advisor. 219 SAGG MAIN: Equity Holder to Fund $4.5MM for Plan Payments ------------------------------------------------------------- AC I Toms River LLC, filed a Second Amended Plan of Reorganization and accompanying disclosure statement for 219 Sagg Main LLC. AC I Toms River's 100% equity holder is 219 Sagg Main Inv LLC. The members of 219 Sagg Main Inv LLC are Yael Ringel and Ringel Children Trust 1. The Plan provides for the equity holders of the Debtor to make an equity contribution to fund certain Plan payments and to pay the operational costs of the Property post-confirmation in exchange for their maintaining their interests in the Debtor. The Plan provides for a restructuring of the secured obligation due Atalaya on account of its Allowed Secured Claim, Plan payments will be funded by the Equity Contribution to be made by the equity holder in the Debtor in the amount of $4,500,000. Alternatively, in the event the ability to fund the Equity Contribution is not evidenced at the Disclosure Statement hearing, the Plan provides for a sale of the Property with the sale proceeds distributed to creditors on account of their Allowed Claims in accordance with the priorities established by the Bankruptcy Code. Class 3 Unsecured Claims are impaired. The holders of Allowed Unsecured Claims shall receive Cash in the full amount of their Allowed Unsecured Claim, from the Equity Contribution, payable in 3 installments as follows: 25% to be paid on the Effective Date, 25% to be paid 6 months from the Effective Date; 25% to be paid 12 months from the Effective Date; 25% to be paid 18 months from the Effective Date; and 25% to be paid 24 months from the Effective Date. Provided however that if the Property is sold, subject to the provisions of Article 7 of the Plan, with respect to Disputed Claims, in full satisfaction, release and discharge of the Unsecured Claims, the holders of Allowed Unsecured Claims shall receive on the Effective Date their pro rata share of the remaining sale proceeds after payment is made in full to administrative claims, priority tax claims and the Allowed Atalaya Secured Claim. Class 2 Allowed Atalaya Secured Claim are impaired. Atalaya will receive the sum of $4,000,000.00 from the Equity Contribution, and the Debtor will put up an interest reserve, in the amount of $500,000; and Atalya shall receive the New Atalaya Note in the principal amount of the balance of the Allowed Atalaya Secured Claim, after reduction of the claim. The New Atalaya Note shall be for a 3 year term with an interest rate of 4% per annum, interest only, payable monthly. Class 4 Interests. The equity interest holders in the Debtor shall maintain their respective interests, to be prorated proportionally with their portion of the Equity Contribution, which must be made at least proportional to their current equity interest. In the event an equity interest holder in the Debtor does not participate in the Equity Contribution, their interest shall be canceled and their interest shall be redistributed to the contributing equity interest holders in the Debtor. In the event the Property is sold, upon the Effective Date, all interests in the Debtor shall be canceled and of no force and effect. Funding for the Plan shall be from either the Equity Contribution and the rents generated at the Property, or the sale proceeds. A full-text copy of the Disclosure Statement dated July 22, 2019, is available at https://tinyurl.com/y3vuhkqq from PacerMonitor.com at no charge. About 219 Sagg Main LLC 219 Sagg Main LLC owns a real property located at 219 Sagaponack Main Street, Sagaponack, New York. 219 Sagg Main sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-11444) on May 3, 2019. The case was eventually transferred from the Manhattan divisional office to the White Plains divisional office and was assigned a new case number (Case No. 19-20004). At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Robert D. Drain. Shafferman & Feldman LLP is the Debtor's legal counsel. ACETO CORP: Argo Group Objects to Disclosure Statement ------------------------------------------------------ Argo Group US, Inc., and its subsidiaries and affiliates, Scoggin Worldwide Fund Ltd., and HZ Investments Family LP (collectively, the "Consortium") objects to the First Modified Disclosure Statement for First Modified Joint Plan of Liquidation of Aceto Corporation. The Consortium points out that the Disclosure Statement does not contain information that would enable a hypothetical investor typical of or similar to holders of Aceto Common Stock to make an informed decision about the Plan. The Consortium further points out that the Disclosure Statement does not provide: (i) any estimate of the Debtors' "Net Distributable Asset;" (ii) the "Estimated Allowed Amount" of claims for any class of claims; (iii) a preliminary "Distribution Calculation;" (iv) an estimated "Wind-Down Budget;" or (v) a "Hypothetical Liquidation Analysis." The Consortium complains that the holders of Aceto Common Stock should have a voice and the ability to make an informed decision as to whether the Debtors’ distributable assets are spent on prosecuting Causes of Action or satisfying the claims of Debtors’ equity holders. Counsel to the Ad Hoc Committee of Equity Security Holders: David Molton, Esq. Robert Stark, Esq. Jessica Meyers, Esq. BROWN RUDNICK LLP Seven Times Square New York, New York 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 Email: dmolton@brownrudnick.com Email: rstark@brownrudnick.com Email: jmeyers@brownrudnick.com -- and -- Jeffrey Jonas, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Tel: (617) 856-8200 Fax: (617) 856-8201 Email: jjonas@brownrudnick.com 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. ACETO CORP: SEC Objects to Disclosure Statement ----------------------------------------------- The U.S. Securities and Exchange Commission objects to approval of the Disclosure Statement and confirmation of the Chapter 11 Plan of Aceto Corp. The SEC points out that the Third Party Releases here are not consensual because the Plan contains no mechanism for general unsecured creditors, including holders of Notes, to consent separately to the Third Party Releases and there is no indication that the releasing parties are receiving specific consideration related to those releases. According to the SEC, the Debtor cannot rely on the silence of any voting or non-voting party as a manifestation of that party’s consent to the Third Party Releases. The SEC asserts that the confirmation of a plan does not discharge a debtor if: (i) the plan provides for the liquidation of all or substantially all of the property of the estate; (ii) the debtor does not engage in business after consummation of the plan; and (iii) the debtor would be denied a discharge under Section 727(a) of the Bankruptcy Code if the case were a Chapter 7 liquidation case. The SEC complains that the Plan acknowledges and expressly states that “[f]or the avoidance of doubt, the Debtors are not receiving a discharge under section 524(a) of the Bankruptcy Code. 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. AK BUILDERS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: AK Builders and Coating, Inc. PO Box POB 188487 Sacramento, CA 95818 Business Description: AK Builders and Coating Inc. is a home building contractor that provides wine cellar design, custom home design, green construction and more. The Company previously sought bankruptcy protection on July 26, 2017 (Bank. E.D. Calif. Case No. 17-24904) and Aug. 23, 2016 (Bankr. E.D. Calif. Case No. 16-25556). Chapter 11 Petition Date: July 29, 2019 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Case No.: 19-24759 Judge: Hon. Robert S. Bardwil Debtor's Counsel: Michael M. Noble 2017 5th Street Sacramento, CA 95818 Tel: 916-370-7742 E-mail: msntaxbk@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alifeleti K. Vaituulala, president. 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/caeb19-24759.pdf AMERICAN FEDERATED: A.M. Best Affirms B(Fair) Fin. Strength Rating ------------------------------------------------------------------ AM Best has revised the outlooks to stable from negative and affirmed the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb" of American Federated Insurance Company (AFIC) and American Federated Life Insurance Company (AFLIC). Both companies are known collectively as American Federated Insurance Companies and are domiciled in Flowood, MS. The ratings of AFIC reflect its balance sheet strength, which AM Best categorizes as very strong, as well as its strong operating performance, limited business profile and marginal enterprise risk management. The ratings also reflect drag from the parent holding company, First Tower Finance Company LLC (First Tower Finance). The ratings of AFLIC reflect its balance sheet strength, which AM Best categorizes as very strong, as well as its adequate operating performance, limited business profile and marginal enterprise risk management. The ratings also reflect rating drag from AFIC, the lead rating unit. The American Federated Insurance Companies are indirect, wholly-owned subsidiaries of First Tower Finance, a multiline specialty finance company. Prospect Capital Corporation [NASDAQ: PSEC], a publicly-traded closed-end investment company, indirectly owns an 80.1% majority interest in First Tower Finance and its subsidiaries. AFIC provides credit insurance coverage on collateralized personal loans originated by the consumer finance subsidiaries of First Tower Finance. The drag to the ratings of AFIC and AFLIC is reflective of the considerable financial leverage with a deficit in members' equity at First Tower Finance, stemming from a 2014 transaction involving the return of First Tower Finance's capital to its members. The outlook revisions to stable for AFIC reflect consistently strong operating results in the last five years and the expectation that this trend will continue and that the parent company will not create additional pressure on AFIC's balance sheet in the near to midterm. AFLIC provides credit life and credit accident and health insurance coverages for individuals that have personal loans originated by the consumer finance subsidiaries of First Tower Finance. The outlook revisions to stable reflect the company's very strong risk-adjusted capitalization, its continued profitable operating results and the expectation that the parent will not create additional pressure on AFLIC's balance sheet in the near to midterm. AMERICAN HOLLOW: Plan Confirmation Hearing Set for Sept. 12 ----------------------------------------------------------- Bankruptcy Judge Thomas P. Agresti approved American Hollow Boring Company's disclosure statement in support of its amended plan dated June 12, 2019. August 24, 2019 is the last day for filing written ballots accepting or rejecting the plan and filing and serving written objections to confirmation of the plan. Sept. 12, 2019 at 10:00 a.m. is the plan confirmation hearing to be held in the Erie Bankruptcy Courtroom, US Courthouse, 17 South Park Row, Erie, PA. The plan has made the following amendments: Paragraph 4.2 on page 10 of the plan regarding the USW contract will be amended to include the following language: The Debtors will pay in the ordinary course all obligations that are due and owing under its collective bargaining agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO/CLC, whether such obligations accrued or arose prior to the Effective Date, which will include processing any pending grievances and paying in respect to any arbitral awards entered in any grievance filed prior to the Effective Date. The Debtor reserves all rights, remedies, and defenses with respect to the collective bargaining agreement and any claims or obligations that may arise thereunder and nothing herein will expand or diminish any existing right or obligation arising under the collective bargaining agreement. About American Hollow Boring Company Founded in 1918, American Hollow Boring Company -- http://www.amhollow.com/-- provides deep hole drilling, trepanning, honing, and machining services. It operates out of a 60,000-square-foot manufacturing facility in Erie, Pennsylvania. American Hollow sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-10597) on June 15, 2018. In the petition signed by Aimee Gevirtz, secretary and treasurer, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Thomas P. Agresti presides over the case. The Debtor tapped Knox McLaughlin Gornall & Sennett, P.C. as its legal counsel. AMERIFIRST AUTO: Seeks to Use Cash Collateral --------------------------------------------- Amerifirst Auto Center, Inc., asks the U.S. Bankruptcy Court of Southern District of Florida to use cash collateral on a limited basis in order to continue its business operations. The cash collateral consists of $90,500 on deposit in its DIP account at BankUnited. David W. Langley, attorney for Amerifirst, says that the Debtor will be able to provide adequate protection to its secured creditors. Amerifirst proposes to pay $500 monthly beginning August 2019, for interest only, as adequate protection, until confirmation of a Plan of Reorganization. Amerifirst secured creditors include NextGear Capital, Manheim, Queen Capital, Lyfe Funding, Blue Vine, FlexPlus, Kash Kapital, Apex, Rely Services, WG Capital, Capital Merchant, Region Capital, and Lifetime Funding. About Amerifirst Auto Center Amerifirst Auto Center Inc. is a car dealer in Hialeah, Florida. Amerifirst Auto Center sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-19348) on July 15, 2019. In the petition signed by Mehdi Ghodsi, president, the Debtor estimated assets of $50,000 to $100,000 and liabilities of $1 million to $10 million. The Hon Robert A. Mark is the case judge. DAVID W. LANGLEY is the Debtor's counsel. BALL METALPACK: Mooyd's Lowers CFR to B3, Outlook Stable -------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Ball Metalpack to B3 from B2 and the Probability of Default to B3-PD from B2-PD. The outlook is stable. Downgrades: Issuer: Ball Metalpack Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured 1st lien Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured 2nd lien Term Loan, Downgraded to Caa1 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Ball Metalpack Outlook, Remains Stable RATINGS RATIONALE The downgrade reflects the continued weak credit metrics and an expectation that they will not improve to a level within the rating triggers over the next 12 months. The company has not met projected expectations and is not expected to do so going forward. Various productivity, cost cutting and new business initiatives are projected to take longer than originally anticipated and credit metrics to remain depressed accordingly. The stable outlook reflects an expectation that the company will realize some benefit from various initiatives and metrics will improve to a level within the B3 rating triggers. An upgrade in ratings would require a sustainable improvement in credit metrics and the maintenance of good liquidity within the context of a stable operating and competitive environment. Specifically, the rating could be upgraded if: -- Adjusted total debt-to-EBITDA improved to less than 5.6 times -- Funds from operations-to-debt improved to over 8.5% -- EBITDA-to-interest expense improved to over 3.0 times The ratings or outlook could be downgraded if the company fails to achieve the projected improvements in credit metrics or there is a deterioration in the operating and competitive environment or liquidity over the next 12 to 18 months. Specifically, the ratings could be downgraded if: -- Adjusted total debt-to-EBITDA remains above 6.5 times -- Funds from operations-to-debt is below 6.0% -- EBITDA-to-interest expense is below 2.0 times Ball Metalpack's adequate liquidity is characterized by expected weak free cash flow generation over the next 12 months offset by adequate availability on the revolving credit facility. The increased $200 million asset based revolver (not rated by Moody's) expires July 2023 and is subject to borrowing base limitations. Ball Metalpack typically builds working capital in the first half and releases it at the end of calendar year. The term loan amortization is approximately $4 million a year. Financial covenants under the revolver include a springing fixed charge covenant of 1.0 time if availability is less than the greater of 10% of the lesser of the commitment or the borrowing base or $7 million. The company is expected to remain in compliance with the covenant over the next 12 months. All assets are encumbered by the secured credit facilities. Ball Metalpack manufactures many products which are generally disposed of after use (steel food cans and steel aerosol cans) which could result in some environmental damage. With increasing emphasis on recyclability and environmental sustainability, the company will need to continue to focus on building quality products, adapting to an evolving regulatory environment and highlighting the benefits of steel cans. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. Broomfield, Colorado-based Ball Metalpack is a manufacturer of tinplate aerosol and food can products. The food can business generates approximately 63% of revenue from food cans and 37% from aerosol cans. Revenue for the twelve month ended December 31, 2018 totaled approximately $749 million. Ball Metalpack is jointly owned by an affiliate of Platinum Equity Advisors, LLC (51%) and Ball Corp. (49%) and does not publicly disclose information. BERRY'S RESTAURANT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on July 29 disclosed in a court filing that official committee of unsecured creditors has been appointed in the Chapter 11 case of Berry's Restaurant, Inc. About Berry's Restaurant Berry's Restaurant, Inc., owns and operates a restaurant in Norwalk, Ohio. Berry's Restaurant sought Chapter 11 protection (Bankr. N.D. Ohio, Case No. 19-31885) on June 12, 2019. In the petition signed by Douglas Berry, president, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. John P. Gustafson oversees the case. The Debtor hired Diller and Rice, LLC as bankruptcy counsel. BIOSCRIP INC: Reports Second Quarter 2019 Financial Results ----------------------------------------------------------- BioScrip, Inc., announced its second quarter 2019 financial results. Second Quarter 2019 BioScrip Highlights * Net revenue of $191.5 million, up 8.9% compared to $175.8 million in the second quarter of 2018. * Gross revenue1 of $196.8 million, up 13.1% compared to $174.0 million in the prior year quarter. * Net loss from continuing operations of $14.2 million, compared to $15.1 million in the prior year quarter. * Adjusted EBITDA of $15.5 million, up 35.4% compared to $11.4 million in the prior year quarter. * ASC 606 adjustment (bad debt) as a percent of gross revenue improved to 4.6%, compared to 5.3% in the first quarter of 2019; cash collections increased $29.1 million or 17.7% compared to the prior year quarter. * Net cash provided by operating activities of $2.7 million, reflecting $7.9 million of operational cash flow and $5.2 million of interest payments. * Liquidity of $14.4 million at June 30, 2019, consisting of cash and cash equivalents. * BioScrip's pending combination with Option Care is expected to close in early August 2019, creating the preeminent home infusion company. 1 Revenue prior to ASC 606 adjustment (bad debt) and contractual adjustments. Second Quarter 2019 Option Care Highlights * Net revenue of $512.6 million, up 3.2% compared to $496.9 million in the second quarter of 2018.(2) * Net loss of $13.6 million, compared to $4.3 million in the prior year quarter. * Adjusted EBITDA of $23.7 million, up 10.2% compared to $21.5 million in the prior year quarter. * Net cash provided by operating activities of $13.3 million, reflecting $22.1 million of operational cash flow and $8.8 million of interest payments. * Cash and cash equivalents of $46.9 million at June 30, 2019. (2) Net revenue does not reflect the impact of the implementation of ASC 606, which Option Care anticipates will result in the recognition of amounts historically reported in the provision for doubtful accounts as a reduction to revenue. As of June 30, 2019, Bioscrip had $600.57 million in total assets, $675.78 million in total liabilities, $3.44 million in series A convertible preferred stock, $95.87 million in series C convertible preferred stock, and a total stockholders' deficit of $174.52 million. Daniel E. Greenleaf, BioScrip's president and chief executive officer, commented, "In the second quarter of 2019, BioScrip achieved year-over-year gross revenue growth of 13.1%, while adjusted EBITDA increased 35.4% to $15.5 million. This is the fifth consecutive quarter of sequential, comparable gross revenue growth for BioScrip, and the operating leverage inherent in our business model is evident in our EBITDA performance. I am also very pleased that year-to-date gross revenue increased by double-digits at 10.4%. Moreover, this quarter we delivered on our commitment to improve cash collections, which drove a five-day decrease in net DSO, and lowered bad debt expense as a percentage of revenue as compared to the first quarter of 2019. Our BioScrip teammates have delivered results better than our expectations for the first half of 2019. Our pending combination with Option Care, expected to close in early August, will provide an incredible platform to accelerate growth for BioScrip, as the newly combined company will have a significantly improved capital structure and a leading market position in the attractive home infusion therapy market." A full-text copy of the press release is available for free at: https://is.gd/lPzqMp About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is an independent national provider of infusion and home care management solutions, with approximately 2,100 teammates and nearly 70 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. BioScrip reported a net loss attributable to common stockholders of $62.90 million in 2018, following a net loss attributable to common stockholders of $74.27 million in 2017. As of March 31, 2019, Bioscrip had $597.19 million in total assets, $657.28 million in total liabilities, $3.33 million in series A convertible preferred stock, $92.9 million in series C convertible preferred stock, and a total stockholders' deficit of $156.34 million. * * * In mid-May 2019, Moody's Investors Service upgraded the Corporate Family Rating of BioScrip to 'B3' from 'Caa1'. The upgrade reflects the improvement in BioScrip's credit profile due to the pending merger with HC Group Holdings III, Inc., d/b/a Option Care. S&P Global Ratings in May 2019 said all of its ratings on BioScrip, including the 'CCC+' issuer credit rating and issue level ratings, remain on CreditWatch with positive implications until the close of its all-stock merger with competitor HC Group Holdings III Inc. BLACKHAWK MINING: Files Debt-to-Equity Prepackaged Plan ------------------------------------------------------- Blackhawk Mining, LLC and affiliates filed a disclosure statement for its joint prepackaged chapter 11 plan of reorganization dated as of July 15, 2019. The Plan provides for a comprehensive restructuring of the Debtors' obligations, preserves the going-concern value of the Debtors' business, maximizes recoveries available to all constituents, provides for an equitable distribution to the Debtors' stakeholders, and protects the jobs of more than 2,800 employees. More specifically, the Plan provides, among other things, that: -- each holder of an Allowed First Lien Term Loan Claim will receive on the Effective Date, in exchange for such Claim, its Pro Rata share of (1) 71% of the New Common Stock; and (2) $225 million of the New First Lien Loan on the terms and conditions set forth in the New First Lien Loan Documents; -- each holder of an Allowed Second Lien Term Loan Claim will receive on the Effective Date, in exchange for such Claim, its Pro Rata share of 29% of the New Common Stock; -- all holders of Interests in Blackhawk will have the opportunity to accept the Plan in exchange for receiving the benefit of the releases under the Plan; -- all outstanding and undisputed General Unsecured Claims against the Debtors will be unimpaired and unaffected by the restructuring and will be paid in full in Cash, unless otherwise agreed to by Holders of General Unsecured Claims; -- the DIP Lenders will provide the Debtors with debtor-in-possession financing through the DIP ABL Facility and the DIP Term Facility, pursuant to the terms and conditions set forth in the DIP ABL Agreement and the DIP Term Agreement, respectively; -- the DIP ABL Facility, upon interim approval, will roll up Claims arising under the Debtors' Prepetition ABL Facility as the Debtors borrow and repay the DIP ABL Facility on a daily basis, then, upon final approval, will roll up any and all remaining Claims arising under the Debtors' Prepetition ABL Facility, and the DIP ABL Facility will ultimately convert to or be refinanced by the Exit ABL Facility; -- the DIP Term Facility will roll up $100 million of First Lien Term Loan Claims and will raise $50 million through the New Money DIP Loans; -- in exchange for the agreement of Blackhawk's founder, CEO, and Chairman, John Mitchell Potter, to, among other things, (1) continue to serve on the Board of Managers of Reorganized Blackhawk, (2) provide consulting services to Reorganized Blackhawk for a one-year period, (3) cause certain entities under his control to continue to provide the goods and services required under the Potter Group Vendor Contracts, as amended on the terms described in the RSA, (4) waive any entitlement to severance payments, and (5) otherwise support the restructuring on the terms set forth in the RSA, Potter will receive, among other things, negotiated base compensation and a $500,000 Cash payment on the Effective Date; and -- all Administrative Claims, Priority Tax Claims, and Other Secured Claims will be paid in full in Cash or receive such other treatment that renders such Claims unimpaired under the Bankruptcy Code. The Plan is the product of months of arm's-length, good-faith negotiations between the Debtors, certain holders of First Lien Term Loan Claims and Second Lien Term Loan Claims, Potter, and certain of the Debtors' other key stakeholders. Despite strong, efficient operations and a highly competitive market position, the Debtors are over-leveraged. Through the financial restructuring of the Debtors' capital structure, the Plan will improve the Debtors' financial condition and overall creditworthiness, provide the Debtors with the financial flexibility and stability to grow their business going forward, and leave General Unsecured Claims unimpaired. A copy of the Disclosure Statement dated July 15, 2019 is available at https://tinyurl.com/y5achs5c from Pacermonitor.com at no charge. About Blackhawk Mining Founded in 2010, Blackhawk Mining LLC -- http://www.blackhawkmining.com/-- is a diversified coal mining company headquartered in Lexington, Kentucky. The Debtors are a privately-owned coal producer operating predominantly in the Central Appalachian Basin of the United States. The Debtors sell their coal production domestically and internationally to a diverse set of end markets, such as steel producers, regulated utilities, and commodity trading houses. On July 19, 2019, Blackhawk Mining and 21 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11595). The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Kirkland & Ellis LLP as general bankruptcy counsel; Potter Anderson Corroon LLP as local counsel; and Alixpartners as restructuring advisor; and Centerview Partners LLC as investment banker. Prime Clerk LLC is the claims agent. BLESSED HOLDINGS: $1.25M Sale of Miami Beach Property Approved -------------------------------------------------------------- Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida authorized Blessed Holdings Trust, Corp.'s short sale of the real property located at 5757 Alton Road, Miami Beach, Florida to Deltatec Consulting for $1.25 million. A hearing on the Motion was held on July 24, 2019 at 10:30 a.m. The "As Is" Residential Contract for Sale and Purchase is approved. By agreement of the parties, the short pay-off deadline provided by BSI Financial Services is extended through July 31, 2019. Should BSI Financial Services not receive the amount contemplated by the short-payoff approval by July 31, 2019, BSI will be entitled to file a notice of non-compliance with the Order, and it will be entitled to in rem relief from the automatic stay to proceed with state court remedies. However, the relief from the automatic stay will be stayed for a period of 45 days during which the Debtor will be permitted to negotiate other loss mitigation options with BSI. The Court reserves jurisdiction to enforce the terms of the Order. About Blessed Holdings Trust Corp. Blessed Holdings Trust Corp. is a corporation based in Hialeah, Florida. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Blessed Holdings Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25403) on Dec. 11, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Jay A. Cristol. The Debtor tapped the Law Offices of Richard R. Robles, P.A., as its legal counsel. BLESSED HOLDINGS: Sept. 11 Plan and Disclosures Hearing Set ----------------------------------------------------------- Bankruptcy Judge A. Jay Cristol issued an amended order setting the hearing on the approval of Blessed Holdings Trust, Corp.'s disclosure statement and confirmation of its chapter 11 plan on Sept. 11, 2019 at 2:00 p.m. The deadline for filing ballots accepting or rejecting the plan and filing of objections to approval of the disclosure statement is Sept. 6, 2019. The deadline for objections to confirmation is Sept. 6, 2019. The Troubled Company Reporter previously reported that unsecured creditors will get 1% under the proposed plan. A full-text copy of the Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y44sgql6 from PacerMonitor.com at no charge. About Blessed Holdings Trust Corp. Blessed Holdings Trust Corp. is a corporation based in Hialeah, Florida. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Blessed Holdings Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25403) on December 11, 2018. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Jay A. Cristol. The Debtor tapped the Law Offices of Richard R. Robles, P.A. as its legal counsel. CANYON VALOR: Moody's Affirms B2 CFR, Outlook Positive ------------------------------------------------------ Moody's Investors Service affirmed Canyon Valor Companies, Inc.'s B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the B2 ratings on the company's existing first lien credit facilities. Concurrently, Moody's upgraded the company's Speculative Grade Liquidity rating from SGL-2 to SGL-1, principally reflecting improving free cash flow generation over the past year. The outlook remains positive. Moody's affirmed the following ratings: Affirmations: Issuer: Canyon Valor Companies, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured 1st lien Term Loan due 2023, Affirmed B2 (LGD3 from LGD4) Senior Secured 1st lien Revolving Credit Facility due 2022, Affirmed B2 (LGD3 from LGD4) Upgrades: Issuer: Canyon Valor Companies, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Canyon Valor Companies, Inc. Outlook Remains Positive RATINGS RATIONALE Canyon Valor's B2 CFR is constrained by the company's high LTM debt leverage of nearly 5x (Moody's adjusted, 5.4x when expensing capitalized software costs) as of March 31, 2019 as well as cyclicality risk associated with the issuer's concentrated vertical market focus as a provider of software and related services to communications professionals globally. Additionally, Canyon Valor's aggressive financial strategy given its considerable, acquisition driven expansion over the past few years presents potential integration risks that could also create business disruptions and meaningfully constrain deleveraging efforts. These risks are partially offset by the company's solid presence as provider of solutions within its target market of clients including public relations agencies, large multinationals, small and medium businesses, and government entities. The rating is also supported by Canyon Valor's largely SaaS driven revenue model and historically strong retention rates that produce high revenue predictability which, in conjunction with solid profitability metrics, fuel solid free cash flow generation. Moody's believes Canyon Valor's liquidity will be very good over the next year, as indicated by the SGL-1 rating. Liquidity is supported by approximately $83 million of cash on the company's balance sheet as of March 31, 2019 as well as Moody's expectation of free cash flow generation of approximately $120 million the next 12 months. The company's liquidity is also bolstered by an undrawn $100 million revolving credit facility (excluding $1.4 million in letters of credit). The revolving credit facility has a springing covenant based on a maximum net first lien leverage ratio of 6x through September 2019 (stepping down to 5.5x thereafter) that the company should be in compliance with over the next 12-18 months. The positive outlook reflects Moody's expectation that Canyon Valor will slow the pace of acquisitions going forward. It also reflects Moody's expectation that Canyon Valor will generate mid-single digit organic revenue growth over the coming year while operating leverage benefits, coupled with acquisition related cost synergies, should allow the company to generate healthy EBITDA growth during this period. Based on these expectations, adj. Debt/EBITDA should contract towards the mid 4x level. The rating could be upgraded if Canyon Valor sustains healthy revenue growth and profitability, successfully integrates recent acquisitions, and adheres to a conservative financial policy such that debt/EBITDA (Moody's adjusted) approaches 4.0x (4.5x when expensing capitalized software costs), and annual free cash flow to debt approximates 10%. The rating could be downgraded if Canyon Valor were to experience a weakening competitive position or the company maintains aggressive financial policies causing debt leverage to rise above 6.5x (7x when expensing capitalized software costs) and annual free cash flow to debt to fall below 5%. The principal methodology used in these ratings was Software Industry published in August 2018. Cision Ltd., the parent of Canyon Valor, provides database tools and software to public relations and communications professionals. Moody's forecasts that the company will generate sales of more than $780 million in 2019. CASCADES OF GROVELAND: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The Office of the U.S. Trustee on July 29 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The Cascades of Groveland Homeowners' Association. About The Cascades of Groveland Homeowners' Association The Cascades of Groveland Homeowners' Association, Inc., is a Florida non-profit corporation based in Longwood. The Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04077) on June 21, 2019. In the petition signed by Brian Feeney, president, the Debtor estimated assets of between $1 million to $10 million and liabilities of the same range. Michael A. Nardella, Esq. at Nardella & Nardella, PLLC serves as the Association's bankruptcy counsel. CBAK ENERGY: Issues $1.4M Promissory Note to Atlas Sciences ----------------------------------------------------------- CBAK Energy Technology, Inc., entered into a securities purchase agreement with Atlas Sciences, LLC, pursuant to which the Company issued a promissory note to the Lender dated as of July 24, 2019. The Note has an original principal amount of $1,395,000, bears interest at a rate of 10% per annum and will mature 12 months after the Closing Date, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,250,000 after an original issue discount of $125,000 and payment of the Lender's expenses of $20,000. The Note provides that, the Company will have the right to prepay the Note for an amount equal to 125% multiplied by the portion of the Outstanding Balance (as defined in the Note) being prepaid. Beginning on the date that is six months after the Closing Date, the Lender has the right to redeem any amount of the Note up to $250,000 per calendar month. Upon the occurrence of an event of default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law and the Lender may accelerate the Note pursuant to which the Outstanding Balance will become immediately due and payable in cash. The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Note. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $1.95 million for the year ended Dec. 31, 2018, compared with a net loss of $21.46 million for the year ended Dec. 31, 2017. As of March 31, 2019, CBAK Energy had $123.24 million in total assets, $120.28 million in total liabilities, and $2.95 million in total equity. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2018. All these factors raise substantial doubt about its ability to continue as a going concern. CENTER CITY HEALTHCARE: Russell Represents Utility Companies ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Firm of Russell R. Johnson III, PLC, provided notice that it is representing these utilities companies that provided prepetition utility goods/services to the Debtors, and continue to provide post-petition utility goods/services to the Debtors in the Chapter 11 cases of Center City Healthcare, LLC d/b/a Hahnemann University Hospital, et al.: The names and addresses of the Utilities represented by the Firm are: (1) Atlantic City Electric Company PECO Energy Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 (2) Constellation NewEnergy - Gas Division, LLC Attn: C. Bradley Burton Credit Analyst Constellation Energy 1310 Point Street, l2th Floor Baltimore, MD 21231 The nature and the amount of claims (interests) of the Utilities, and the times of acquisition thereof are as follows: (a) Atlantic City Electric Company, PECO Energy Company and Constellation NewEnergy - Gas Division, LLC have unsecured claims against the above-referenced Debtors arising from prepetition utility usage. (b) For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Objection of Certain Utility Companies To the Motion of the Debtors For Entry of Interim and Final Orders (I) Authorizing Debtors’ Proposed Form of Adequate Assurance of Payment To Utility Companies, (II) Establishing Procedures For Resolving Objections By Utility Companies, and (III) Prohibiting Utility Companies From Altering, Refusing, or Discontinuing Service (the "Objection") (Docket No. 177) filed in the above-captioned, jointly-administered, bankruptcy cases. The Firm can be reached at: LAW FIRM OF RUSSELL R. JOHNSON III, PLC Russell R. Johnson III, Esq. 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russell@russelljohnsonlawfirm.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/Center_City_254_Rule2019.pdf About Center City Healthcare Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc. as claims and noticing agent. CENTER CITY: Sept. 18 Auction of All STC Entities Assets Set ------------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Center City Healthcare, LLC, St. Christopher's Healthcare, LLC ("SCH"), and affiliates to sell substantially all of the assets of SCH, SCHC Pediatric Associates, L.L.C, St. Christopher's Pediatric Urgent Care Center, L.L.C., SCHC Pediatric Anesthesia Associates, L.L.C, StChris Care at Northeast Pediatrics, L.L.C. and TPS V of PA, L.L.C. ("STC Entities"), to Those portions of the Motion asking approval of (a) the Assumption and Assignment Procedures, (b) the Bidding Procedures, (c) the date, time and place of the Auction and Sale Hearing, and (d) the noticing and objection procedures related to each of the foregoing, including, without limitation, the Sale Notice, and the Assumption Notice, are granted as provided in the Order. The Debtors, in consultation with the Consultation Parties, may (a) select one or more parties to act as a Stalking Horse Purchaser for up to substantially all of the Assets, (b) may negotiate the terms of and enter into one or more purchase agreements with any Stalking Horse Purchaser, subject to higher or better bids, and (c) may agree to provide certain bid protections to such Stalking Horse Purchaser, subject to approval of the Court after notice and an opportunity to object, as set forth. If the Debtors ask to provide bid protections to any Stalking Horse Purchaser, the Debtors will file a supplement to the Motion asking approval of such protections on Aug. 27, 2019 and serve such Supplemental Motion on the Transaction Notice Parties. To the extent the Debtors seek to enter into a Stalking Horse Agreement but do not seek approval of any bid protections for a Stalking Horse Purchaser, the Debtors will file a notice of entry into a Stalking Horse Agreement(s) with the Court on Aug. 27, 2019 and serve such notice on the Transaction Parties. If no objections to the motion or notice are filed and served on the Debtors by Sept. 3, 2019 at 4:00 p.m. (ET), they will be entitled to immediately file a certificate of no objection with the Court, after which the Court may enter an order approving the Debtors' selection of a Stalking Horse Purchaser and, if applicable, any bid protections requested, without the need for a hearing. If a timely objection is filed, an expedited hearing to consider approval of the Stalking Horse Agreement(s) and any objections thereto will be held on Sept. 4, 2019 at 2:00 p.m. (ET). For the avoidance of doubt, nothing in the Order or the Bidding Procedures authorizes bid protections for any Stalking Horse Purchaser(s) or other bidders. The Debtors will further have the right, in consultation with the Consultation Parties, to extend or waive the Stalking Horse Bid Deadline and the Stalking Horse Notice Deadline or conduct the Auction without any Stalking Horse Purchaser. The Bidding Procedures are hereby approved. They will govern the actions of the Potential Bidders and the Qualifying Bidders, as well as the conduct of the Auction. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 16, 2019 at 4:00 p.m. (ET) b. Initial Bid: In the event that there is a Stalking Horse Purchaser, and the Qualifying Bidder wishes to bid on the same Assets that are included in the Stalking Horse Agreement, the aggregate consideration proposed by the Qualifying Bidder must equal or exceed the sum of the amount of (A) the purchase price under the Stalking Horse Agreement, plus (B) any break-up fee, expense reimbursement, or other bid protection provided under the Stalking Horse Agreement, plus (C) $500,000. c. Deposit: 10% of the total consideration provided under the proposed Transaction Agreement d. Auction: The Auction will be held at the offices of Saul Ewing Arnstein & Lehr LLP, Centre Square West, 1500 Market Street, 38th Floor, Philadelphia, PA 19102, beginning at 10:00 a.m. (ET) on Sept. 18, 2019. e. Bid Increments: At least the greater of $500,000 and 1% of the Baseline Bid f. Sale Hearing: Sept. 23, 2019 at 1:00 p.m. (ET) g. Outside Closing Date: Oct. 4, 2019 h. Sale Objection Deadline: Sept. 13, 2019 at 4:00 p.m. (ET) i. Auction Objection Deadline: Sept. 20, 2019 at 4:00 p.m. (ET) h. Any party that wishes to submit a credit bid either as a component or as the entirety of the consideration for its bid will identify the amount of the claim and the nature, extent and priority of the lien upon which its credit bid is premised. The Assumption and Assignment Procedures are approved. On Aug. 16, 2019, the Debtors will file with the Court and serve on each counterparty to an Assumed Contract an assumption notice. The Contract Objection Deadline is Aug. 30, 2019 at 4:00 p.m. (ET). No later than one day after the conclusion or cancellation of the Auction, the Debtors will file with the Court one or more notices identifying the Successful Bidder or Successful Bidders for the Assets. Counterparties may submit objections solely on the basis of adequate assurance of future performance by a Successful Bidder (other than a Stalking Horse Purchaser) on Sept. 20, 2019 at 4:00 p.m. (ET). Within three business days following the entry of the Bidding Procedures Order, the Debtors will serve the Sale Notice upon all Transaction Notice Parties. In addition, the Debtors will serve the Sale Notice on all of the Debtors' known creditors and equity holders (for whom identifying information and addresses are available to the Debtors). The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004(h) or 6006(d) or any other provision of the Bankruptcy Code, the Bankruptcy Rules or the Local Rules is expressly waived. The Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in the Order, and may, in their sole discretion and without further delay, take any action and perform any act authorized or approved under the Order. The requirements set forth in Local Rules 6004-1, 9006-1 and 9013-1 are satisfied or waived. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Center_City_301_Order.pdf About Center City Healthcare Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc. as claims and noticing agent. CHINA LENDING: Partners With China's ZLJA on Expansion Efforts -------------------------------------------------------------- China Lending Corporation has entered into a five-year strategic partnership with Zhong Lian Jin An Insurance Brokers Co., Ltd. ("ZLJA"), an insurance brokerage company in China with over 90 branches across the nation. The partnership will enable both companies to further expand each other's customer bases and to develop "superior, customized consumer financing and insurance products by leveraging their industry expertise, service capabilities, and industry networks." China Lending will utilize its market resources to help ZLJA to effectively expand and manage its insurance customer base and sales channels. In return, ZLJA will leverage its existing customer base to identify potential sales leads for the Company's consumer financing services. The Company also facilitated a tripartite cooperation agreement between ZLJA, Urumqi Haoyi Yuntian Information Technology Co., Ltd., a business partner of China Lending, and Gongdao Network Technology Co., Ltd. which is focused on developing online litigation solutions. Pursuant to the cooperation agreement, ZLJA will acquire customers seeking litigation guarantee insurance products from Gongdao's online litigation portal and serve as the exclusive insurance broker for such customers in the Xinjiang Uyghur Autonomous Region, and Haoyi Yuntian will provide intellectual property support for the litigation guarantee insurance business. China Lending expects to benefit economically from the transactions by virtue of its partnerships with ZLJA and Haoyi Yuntian. Ms. Jingping Li, co-founder and chief executive officer of China Lending, commented, "We believe that our partnerships with both ZLJA and Gongdao will facilitate our expansion into the insurance business in the Xinjiang Uyghur Autonomous Region. We expect that such expansion will enable us to expand our customer base, diversify our revenue streams, and explore additional monetization opportunities. Our partnerships with industry leaders such as ZLJA and Gongdao are representative of our ongoing efforts to expand into new business verticals while enhancing the quality of our product offerings. Going forward, we will continue to focus on cultivating synergies with our partners. We will also continue to explore new business opportunities with our partners to expand our customer bases and increase our market share while promoting the mutual development of our businesses." About China Lending Founded in 2009, China Lending -- http://www.chinalending.com/-- is a non-bank direct lending corporation and provides services to micro, small and medium sized enterprises, farmers, and individuals, who are currently underserved by commercial banks in China. The Company is headquartered in Urumqi, the capital of Xinjiang Autonomous Region. China Lending reported a net loss US$94.12 million for the year ended Dec. 31, 2018, compared to a net loss of US$54.78 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had US$95.66 million in total assets, U$122.01 million in total liabilities, US$9.65 million in convertible redeemable Class A preferred shares, and a total deficit of US$36 million. Friedman LLP, in New York, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 26, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred significant losses and is uncertain about the collection of its loans receivables and extension of defaulted loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLICKAWAY CORP: Asks Court to Grant Exclusivity Motion by Default ----------------------------------------------------------------- Clickaway Corporation asked the U.S. Bankruptcy Court for the Northern District of California to grant by default its request to extend the exclusivity period for the company's Chapter 11 plan. The exclusivity period refers to the period in which only the company can file a plan of reorganization after a bankruptcy petition. On June 20, Clickaway filed a motion to extend the exclusive filing period to Nov. 30 and the exclusive solicitation period to Jan. 31. The motion, along with a notice, was also served to the U.S. trustee, the company's 20 largest unsecured creditors and other parties requesting special notice in its bankruptcy case. Since the notice was served, no objections have been filed. Binder & Malter LLP, the company's legal counsel, has not also been contacted by any creditor expressing concern or opposition to the proposed extension, according to court filings. About Clickaway Corporation Clickaway Corporation, a computer repair, service, sales and networking company, has been headquartered in Campbell and serving more than 50,000 customers in Bay Area since 2002. Clickaway filed a voluntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-51662) on July 27, 2018, estimating $1 million to $10 million in assets and liabilities. The Debtor tapped The Law Offices of Binder and Malter as its bankruptcy counsel; Willoughby Stuart Bening & Cook as special counsel; and Crawford Pimentel Corporation as accountant. COMMUNITY MEMORIAL: S&P Affirms BB Long-Term Rating on 2011 Bonds ----------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed its 'BB' long-term rating on Ventura, Calif.'s series 2011 bonds, issued for Community Memorial Health System (CMHS). "The outlook revision reflects our view of CMHS' declining unrestricted reserves to levels that are lower than anticipated and that we view as weak when compared with those of peers," said S&P Global Ratings credit analyst Ashley Henry. CONIFER VETERINARY: Treatment of Wells Fargo Secured Claim Modified ------------------------------------------------------------------- Conifer Veterinary Hospital, Inc., and David Lorne Palmini filed a disclosure statement in support of its fourth amended joint chapter 11 plan of reorganization dated July 19, 2019. This latest filing modifies the treatment of Wells Fargo Bank, N.A.'s secured claim in Class 5. Pre-petition, the Hospital took out a loan from Wells Fargo Bank, N.A. in the principal amount of $222,551.19 with interest at the rate of 7.30% per annum pursuant to the terms of a Master Loan and Security Agreement dated Sept. 22, 2009. Post-petition, the Hospital completed all payments to Wells Fargo under the terms of the Agreement. As a result, the Class 5 claim has been satisfied. a. The Hospital will retain its interest in all of its assets secured by the Class 5 Claim subject to the lien of Wells Fargo. b. The Hospital shall continue to make monthly payments of $2,618.55 to Wells Fargo pursuant to the Master Loan and Security Agreement. c. Upon payment of the allowed Class 5 claim will have an Allowed Secured Claim in the amount of $0. d. Upon Confirmation, Wells Fargo will release its lien against all assets of the Hospital's assets. Wells Fargo will also terminate Dr. Palmini’s guaranty and release any and all liens on his property. A redlined copy of the Disclosure Statement is available at https://tinyurl.com/y5cqkxz8 from Pacermonitor.com at no charge. About Conifer Veterinary Hospital Inc. Privately-held Conifer Veterinary Hospital Inc. owns an animal hospital at 10903 U.S. Highway 285, Conifer, Colorado. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-17810) on August 22, 2017. David Palmini, president, signed the petition. At the time of the filing, the Debtor disclosed $1.41 million in assets and $904,805 in liabilities. Judge Michael E. Romero presides over the case. Buechler & Garber LLC represents the Debtor as bankruptcy counsel. CR COMMERCIAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on July 29 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CR Commercial Contractors, Inc. About CR Commercial Contractors Based in Phoenix, Arizona, CR Commercial Contractors, Inc. -- http://crcontractors.com/-- a privately held company that offers general contractor services, filed a voluntary Chapter 11 Petition (Bankr. D. Ariz. Case No. 19-02937) on March 18, 2019. The case is assigned to Hon. Eddward P. Ballinger Jr. The Debtor is represented by Allan D. Newdelman, Esq., Phoenix, Arizona. At the time of filing, the Debtor had total assets of $881,104 and total liabilities of $2,268,945. The petition was signed by Douglas R. Terrill, chief operating officer. CREATIVE LEARNING: Unsecured Creditors to Recoup 10% Under Plan --------------------------------------------------------------- Creative Learning Systems, LLC, filed a plan of reorganization and accompanying disclosure statement. Class 2 - Allowed Secured Claims are impaired. The Allowed Secured Claim of FC Marketplace, LLC (the Secured Lender) shall be paid over a period of five years in equal monthly payments, at the annual interest rate of ten percent bearing interest at (10%). Based on the Secured Creditor's claim amount, and assuming it is correct, the Debtor will pay $1,485.37 per month for the next 60 months beginning on the Effective Date. The Secured Creditor will be granted a replacement lien on all property and assets of the Debtor. Class 3 - Unsecured Claim of EK Triangle LLC are impaired. EK Triangle, Debtor and Vladimir Breyter (limited guarantor) have agreed that $0 will be paid on this claim based on EK Triangle and Debtor entering the New Lease on the Effective Date. As a condition of Debtor entering into the New Lease and providing the limited guarantee of Vladimir Breyter, EK Triangle has agreed to vote in favor of the Plan. Class 4 - Unsecured Claims of Goddard System, Inc. ("Franchisor") are impaired. Allowed Class 4 claims will be paid 2% of the Allowed Claim on the Effective Date if the Franchisor does not object to the Plan or over five years payable in equal monthly payments at 5% per annum, if it does object to the Plan. The Debtor rejected the franchise agreement with Goddard, which rejection was included in the order of the Court on April 29, 2019, as amended May 8, 2019. Accordingly, the franchise was terminated on May 7, 2019. Class 5 - Unsecured Claims are impaired. Allowed Class 5 Claims shall be paid 10% of the Allowed Unsecured Claims. Class 6 - Equity Interests. On the Effective Date, all Equity Interests shall be cancelled without any distribution on account of such Equity Interests. On the Effective Date the Debtor will issue new equity interests in exchange for a contribution to be made by BFT. BFT will, on the Effective Date, contribute cash sufficient to pay (1) Administrative Expenses, (2) the amounts necessary to pay the unsecured creditors as set forth above and in the Plan, and (3) in its discretion funds necessary for the operation of the Debtor’s day care facility for the near future. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan on September 4, 2019 at 10:00 a.m. prevailing New York time, before the Honorable Robert D. Drain, 300 Quaroppas Street, White Plains, NY 10601. A full-text copy of the Disclosure Statement dated July 22, 2019, is available at https://tinyurl.com/y3xqo3kd from PacerMonitor.com at no charge. The Plan was filed by H. Bruce Bronson, Esq., at Bronson Law Offices, P.C., in Harrison, New York, on behalf of the Debtor. About Creative Learning Systems Creative Learning Systems, LLC, which conducts business under the name The Goddard School, has used the most current, academically endorsed methods to ensure that children from six weeks to six years old have fun while learning the skills they need for long-term success in school and in life. Creative Learning Systems filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-23814) on Nov. 26, 2018, estimating under $1 million in both assets and liabilities. The case has been assigned to Judge Robert D. Drain. The Law Office of Rick S. Cowle, P.C., led by principal Rick S. Cowle, is the Debtor's counsel. CREDIAUTOUSA FINANCIAL: Exclusivity Period Extended Until Oct. 28 ----------------------------------------------------------------- Judge Louise DeCarl Adler of the U.S. Bankruptcy Court for the Southern District of California extended the period during which CrediautoUSA Financial Company LLC and AI CAUSA LLC have the exclusive right to file a Chapter 11 plan to Oct. 28. The bankruptcy judge also moved the deadline to solicit acceptances for the plan to Dec. 27. About CrediautoUSA Financial Company and AI CAUSA LLC Founded in 2012 and headquartered in San Diego, CrediautoUSA Financial Company LLC -- http://www.crediautofinancial.com/-- has established programs to finance vehicles sold by licensed automobile dealerships to individuals with no credit history or with less than perfect credit. CrediautoUSA Financial Company LLC and its affiliate AI Causa LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Lead Case No. 19-01864) on March 30, 2019. At the time of the filing, CrediautoUSA estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. AI CAUSA had estimated assets and liabilities of between $1 million and $10 million. The cases are assigned to Judge Louise Decarl Adler. CrediautoUSA is represented by the Law Offices of Kit J. Gardner while AI Causa is represented by Higgs Fletcher & Mack LLP. Bonilla Accounting Firm serves as their accountant. CRM CITY FELLOWSHIP: Aug. 26 Plan Confirmation Hearing ------------------------------------------------------ The First Amended Disclosure Statement explaining the Chapter 11 Plan filed by CRM City Fellowship Church is conditionally approved. August 26, 2019, at 11:00 a.m. is fixed for the hearing on confirmation of the Plan and final approval of the Disclosure Statement. August 19, 2019, at 5:00 p.m. is fixed as the last day for filing and serving written objections to the disclosure statement. August 19, 2019, at 5:00 p.m. is fixed as the last day for filing and serving written objections to confirmation of the plan. About CRM City Fellowship Church CRM City Fellowship Church is a tax-exempt religious organization based in Houston, Texas. CRM City Fellowship Church sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-36175) on Nov. 5, 2018. In the petition signed by Leroy J. Woodard, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped the Law Office of Nelson M. Jones III as its legal counsel. CYTORI THERAPEUTICS: Changes Name to 'Plus Therapeutics, Inc.' -------------------------------------------------------------- Cytori Therapeutics, Inc., filed on July 29, 2019, a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a change of the Company's corporate name from "Cytori Therapeutics, Inc." to "Plus Therapeutics, Inc." The board of directors of the Company approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware. The Name Change does not affect the rights of the Company's stockholders, and there were no other changes to the Certificate of Incorporation in connection with the Name Change. In connection with the Name Change, the Company changed its trading symbol for its common stock, par value $0.001 per share on the Nasdaq Capital Market to "PSTV" and changed the CUSIP number for the Common Stock to 72941H 103. Additionally, the Company changed its trading symbol for its Series S warrants to "PSTVZ" and changed the CUSIP number for the Company's Series S Warrants to 72941H 111. In connection with the Name Change, the Board also approved the amendment and restatement of the Company's Amended and Restated Bylaws to reflect the Name Change. The Amended and Restated Bylaws, which became effective July 29, 2019, reflect the substitution of "Plus Therapeutics, Inc." for "Cytori Therapeutics, Inc." and make certain other minor administrative, clarifying and conforming changes. About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs. Cytori is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents or other drugs which may enable the effective delivery of the agents to target sites while reducing systemic toxicity and improving pharmacokinetics. Cytori's pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of March 31, 2019, Cytori had $24.61 million in total assets, $20.75 million in total liabilities, and $3.85 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DCERT BUYER: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issuer credit rating to U.S.-based DCert Buyer Inc. (DigiCert), a provider of Secure Sockets Layer (SSL) certificate and Public Key Infrastructure (PKI) solutions planning. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed $125 million senior secured revolving credit facility and $1.55 billion first-lien term loan. "Our rating on DCert Buyer Inc. reflects the company's solid progress toward integrating Symantec's web security assets which it acquired in October 2017, its leading position in the high assurance certificate space, and its recurring revenue business model. Our ratings also reflect its S&P-adjusted leverage of close to the mid-8x area immediately following the close of the transaction, which we anticipate will improve to low-8x area over the next 12 months, and our expectation that the company will generate positive free cash flow in 2019," S&P said. The stable outlook reflects S&P's view of DigiCert's leadership position in the SSL certificate market, following its successful integration of Symantec's assets over the past 18 months, as well as S&P's expectation that the company will generate positive free cash flow during fiscal year 2019. "We could lower our rating on DigiCert if we view its capital structure as unsustainable over the longer term due to declining revenue and negative free cash flow generation. This could occur if the churn in the assets it acquired from Symantec is higher than expected or if the demand for EV certificates is reduced due to the standardization of displaying secured and unsecured websites among browsers. We see these as low-probability events and view a downgrade over the next 12 months as unlikely," S&P said. "Although unlikely over the next 12 months given its adjusted leverage in the mid-8x area immediately following the transaction, we would consider an upgrade over the longer term if the company generates sustained revenue growth and maintains its market share in the SSL market while improving its leverage to the low-7x area and increasing its free cash flow-to-debt ratio to about 5%," the rating agency said. DISH NETWORK: Moody's Reviews Ba3 CFR for Downgrade Due to Debt --------------------------------------------------------------- Moody's Investors Service placed DISH Network Corporation's Ba3 Corporate Family Rating, Ba2-PD Probability of Default Rating rating, and Ba3 senior unsecured rating, as well as its wholly-owned subsidiary DISH DBS Corporation's B1 CFR, Ba3-PD PDR, and B1 senior unsecured rating on review for downgrade. DISH Network's SGL-2 speculative grade liquidity rating is unchanged. The review is prompted by DISH's and DISH DBS's already limited financial capacity for higher debt and leverage for their present credit ratings and an agreement reached by DISH, the Department of Justice (DOJ), T-Mobile USA, Inc. (T-Mobile, Ba2 stable) and Sprint Corporation (Sprint, B2 under review for upgrade) to acquire Sprint's prepaid wireless service businesses and wireless spectrum assets for a combined $5 billion. The deal is contingent upon the close of the merger. On Review for Downgrade: Issuer: Dish DBS Corporation Corporate Family Rating, Placed on Review for Downgrade, currently B1 Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Senior Unsecured Regular Bond/Debentures, Placed on Review for Downgrade, currently B1 (LGD4) Issuer: Dish Network Corporation Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Senior Unsecured Conv./Exch. Bond/Debentures, Placed on Review for Downgrade, currently Ba3 (LGD5) Outlook Actions: Issuer: Dish DBS Corporation Outlook, Changed To Rating Under Review From Stable Issuer: Dish Network Corporation Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade is prompted by DISH's proposed acquisition of Sprint's prepaid wireless service businesses, including Boost Mobile, Virgin Mobile, the Sprint-branded prepaid service, about 400 related employees, wireless assets, including 14 MHz of Sprint's nationwide 800 MHz spectrum in three years, and a nationwide independent retail network that supports more than 7,500 retail outlets. DISH will also have access to T-Mobile's network for seven years and will have a five-year option to acquire towers and network equipment and certain retail assets that will be decommissioned as part of the Sprint and T-Mobile integration following the acquisition of the prepaid wireless operations. Moody's believes that DISH's strategic objective is to build out a state of the art 5G broadband network. DISH has spent more than $21 billion to acquire a significant amount of wireless spectrum over a lengthy period of time. Most of the capital came from cash flows generated and debt issued by the DISH DBS satellite pay TV operations. Those same pay TV operations continue to generate free cash flow topping over $1 billion per year, however, subscribers are declining as the secular trend of cord-nevers and cord cutting continue in favor of less costly and narrower channel bundles offered by DISH DBS's Sling TV and other over-the-top competitive and economical options and in favor of subscription-video-on-demand streamers like Netflix and Amazon Prime. DISH DBS's leverage is high at about 4.2x (with Moody's standard adjustments) as of March 31, 2019, and it has steadily mounting maturities with $4.4 billion due through June 2021. Moody's believes that the company can meet the DISH DBS September 2019 $1.3 billion maturity and the $1.4 billion purchase price for the prepaid wireless subscriber businesses being acquired with cash and securities on hand ($2.4 billion as of March 31, 2019) and free cash flow generated through the close of the acquisition. However, DISH DBS has another maturity totaling $1.1 billion in May 2020 and another totaling $2.0 billion in June 2021 which appear to be beyond current cash flow capacity. Therefore, it is highly likely in its view, that the company will raise new debt at DISH Network over the coming year. Moody's believes that DISH was in a strong bargaining position and has gotten very good value in the negotiations. However, Moody's has concerns about the future capital requirements of meeting the deal and regulatory obligations, funding medium-term strategic objectives and meeting growing DISH DBS maturities. Therefore, the review for downgrade will focus on the company's ability to meet the challenge of these multiple demands for capital. The review will have particular focus on: the significant capital needed to fund the build out of DISH's planned 5G network if a well-capitalized partner or partners are not secured or if no new public equity is raised; financing the $3.6 billion cost to acquire the Sprint 800 MHz wireless spectrum in three years; and the overhang of the approximately $3 billion from the yet to be settled dispute with the FCC over the AWS auction disallowed discount. The company is expected to benefit from ongoing free cash flows at DBS and from the recent DISH-Echostar deal to acquire satellite assets and services which Moody's expects will yield ongoing cash flows to DISH. If any or all of the capital needs are financed with new debt, a significant strain on DISH's consolidated balance sheet will likely occur. Moody's believes that refinancing DISH DBS debt without a new layer of senior secured debt may be difficult to achieve. New secured debt would subordinate the existing senior unsecured DISH DBS bond holders (currently about $12 billion outstanding) which could have a negative impact on the credit ratings of those notes even apart from any potential action taken on the CFR. Those existing unsecured note holders have no recourse to the company's currently unencumbered spectrum assets. Any changes to this structure will also be key to the ratings review. Additionally, the effort and journey to create a competitive fourth mobile carrier will be expensive and laborious. It will be a huge strategic and operationally undertaking for the company, notwithstanding the attractive purchase price of the acquired assets and the capacity to raise some additional capital against the company's spectrum value ($4 billion of convertible debt currently resides at DISH Network) at DISH Network where consolidated leverage stood at 5.4x (with Moody's standard adjustments) as of March 31, 2019. Under the terms of the agreement, DISH will purchase Sprint's prepaid mobile businesses with their 9.3 million customers for $1.4 billion and 14 MHz of Sprint's nationwide 800 MHz spectrum for $3.6 billion, which will close 3 years following the close of the Sprint/T-Mobile merger which provides some time to raise capital. DISH will gain access to T-Mobile's network through a 7 year mobile virtual network operator (MVNO) agreement under which DISH will have access to the combined T-Mobile network to sell T-Mobile wireless service under the DISH brand. DISH has committed to the FCC that it will to build out a cellular 5G network by June 2023, which will be costly endeavor. If it fails to be capable of delivering service to 70% or more of the US population by that time, penalties of up to $2.2 billion could be due. Additionally, DISH will be restricted from selling or turning over control of the acquired assets for three years. While the addition of a mobile service seems positive on the surface as DISH can bundle mobile and satellite services to better compete with its competitors, cellular operators require large scale to compete successfully. Moody's believes that the potential for DISH to undercut the lager carriers in order to gain such scale would result in margin pressure and negative cash flows until such scale is achieved. This would add to growing pressure from legacy satellite-TV subscriber losses. Moreover, prepaid mobile services are characterized by higher churn rates and lower margins relative to postpaid cellular services. The conclusion of the review may be affected by the timing of the close of the T-Mobile/Sprint merger, which still needs to clear several regulatory hurdles including an antitrust lawsuit launched by State Attorneys General. The review will focus on the assets being acquired, including whether the assets generate value above and beyond the purchase price, the cash flow profile of the assets and whether the need for significant investments, including marketing and rebranding, building store fronts and financing handsets, will outstrip cash flow generated from these assets. The review will also consider DISH's ability to synergistically monetize the approximately 9 million acquired prepaid subscribers. The review will also focus on DISH's strategic plans regarding potentially acquiring T-Mobile/Sprint legacy assets given the company's intent to build out a state of the art 5G IoT network. The rating review will focus heavily on DISH's financing plans, focusing on the balance sheet impact on a consolidated DISH Network basis as well as on DISH DBS alone. The review will focus on the future obligations and need for debt financing, potential for successful partnership or equity capital, or if any new financing has a secured claim on the acquired and/or existing DISH DBS assets, effectively priming the company's existing senior unsecured bonds. Issuing debt directly from the spectrum subsidiaries would subordinate the DISH Network debt and therefore could impact those credit ratings. How the company manages the significant competition for capital between its existing wireless broadband spectrum buildout and its new mobile carrier service will be another important factor, especially as the company deals with mounting DISH DBS debt maturities. The principal methodology used in these ratings was Pay TV published in December 2018. DISH Network Corporation is the parent of DISH DBS, a direct broadcast satellite (DBS) pay-TV provider and internet pay-TV provider via its SLING TV operation, with about 12.3 million subscribers as of 12/31/18. Revenue for fiscal year 2018 was $13.6 billion, down from $14.4 billion for fiscal year 2017. Dish Network also owns considerable virgin wireless spectrum that it acquired for over $21 billion. DITECH FINANCIAL: Court Narrows Claims in L. Lyons Suit ------------------------------------------------------- In the case captioned LEONARD LYONS, Plaintiff, v. FEDERAL NATIONAL MORTGAGE ASSOCIATION and DITECH FINANCIAL LLC, Defendants, Civil Action No. 1:18-cv-10365-ADB (D. Mass.), District Judge Allison D. Burroughs partly granted Defendants' partial motion to dismiss Plaintiff's amended complaint and dismissed Counts I (a claim under "Consumer Protection Law" against Defendants) and II (a claim under the Real Estate Settlement Procedures Act, 12 U.S.C. section 2605 ("RESPA")) against Fannie Mae. Plaintiff Leonard Lyons brings this action against Ditech Financial LLC, the servicer of his mortgage, and Federal National Mortgage Association, the holder of his mortgage, for a declaratory judgment and monetary damages arising out of Ditech's servicing of Plaintiff's mortgage loan. The Amended Complaint alleges five counts: a claim under "Consumer Protection Law" against Defendants (Count I); a claim under the Real Estate Settlement Procedures Act, 12 U.S.C. section 2605 against Ditech (Count II); a declaratory judgment that Defendants have not strictly complied with Plaintiff's mortgage terms (Count III); a claim for breach of contract against Defendants (Count IV); and, a claim for breach of the covenant of good faith and fair dealing against Defendants (Count V). As a preliminary matter, it is unclear whether Plaintiff has met the demand requirement concerning his Chapter 93A claim against Fannie Mae. Plaintiff alleges that Fannie Mae is exempt from the demand requirement because it does not have a place of business in Massachusetts. However, if Fannie Mae is the "holder" of "Plaintiff's mortgage loan" (which this Court interprets to be both the mortgage and the associated note) as alleged in the Amended Complaint, then Fannie Mae holds assets in Massachusetts and is subject to the demand requirement. Even if Fannie Mae is exempt from the demand requirement, the Amended Complaint does not state a Chapter 93A claim against Fannie Mae. Although the allegations of Count I are styled as referring to both "Defendants," Plaintiff does not allege that he ever sent Fannie Mae a letter concerning his mortgage loan or requesting verification of his mortgage debt; these allegations concern Ditech only. Fannie Mae cannot be engaged in unfair or deceptive business practices for failing to respond to correspondence that it was never sent. On Count II, the Amended Complaint does not allege any principal-agent relationship between Fannie Mae and Ditech and provides no details from which a principal-agent relationship could be inferred. The only substantive factual allegation asserted about Fannie Mae is that it is "the present holder of Plaintiff's mortgage loan." In addition, Count II itself contains no allegations concerning Fannie Mae. Even if vicarious liability was available under RESPA, a question of law that the Court does not need to decide at present, the Amended Complaint fails to state a claim against Fannie Mae in Count II because it omits the essential factual allegations required for a vicarious liability claim. A copy of the Court's Memorandum and Order dated March 15, 2019 is available at https://bit.ly/2GBsOLw from Leagle.com. Leonard Lyons, Plaintiff, represented by Adam T. Sherwin , The Sherwin Law Firm. Federal National Mortgage Asscociation & Ditech Financial, LLC, Defendants, represented by Amy B. Hackett , Eckert Seamans Cherin & Mellott, LLC. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DITECH HOLDING: Creditors' Committee Objects to Plan Confirmation ----------------------------------------------------------------- The Official Committee of Consumer Creditors of Ditech Holding Corporation and its affiliated debtors files a limited objection to the confirmation of the Debtors' Amended Joint Chapter 11 Plan. The Committee points out that the Debtors bear the burden of proof with respect to each of these elements, and have failed to carry that burden in every respect. The Committee asserts that the right of recoupment is not itself a claim and any right of recoupment General Accident may have does not even fall under the broadest interpretation of an "interest" in property. According to the Committee, the Plan must provide that defenses and recoupment rights are unaffected by the Sale, and consumer borrowers should continue to be able to assert such rights pursuant to applicable state law. The Committee complains that the Plan also fails to satisfy Section 1129(a) because it fails to explicitly: (i) protect and preserve consumer borrowers’ state/common-law setoff rights; and (ii) provide that those rights can be collected, as secured claims, from proceeds of the Sale. The Committee points out that there is no valuation of Consumer Borrower Claims or articulation of how they would be treated in a liquidation. The Committee further points out that the absent any such analysis disputing that Consumer Creditor Claims that ride through under Section 363(o) would receive a 100% recovery, the Liquidation Analysis fails to show that the best interests of creditors' test under Section 1129(a)(7)(A)(ii) has been met. Counsel for the Official Committee of Consumer Creditors: Susheel Kirpalani, Esq. Benjamin I. Finestone, Esq. Deborah J. Newman, Esq. Victor Noskov, Esq. QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Avenue, 22nd Floor New York, New York 10010 Telephone: (212) 849-7000 Facsimile: (212) 849-7100 Email: susheelkirpalani@quinnemanuel.com benjaminfinestone@quinnemanuel.com deborahnewman@quinnemanuel.com victornoskov@quinnemanuel.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DITECH HOLDING: Mackie Wolf Objects to Disclosure Statement ----------------------------------------------------------- Mackie Wolf Zientz & Mann, P.C., objects to the Notice of Cure Costs and Potential Assumption or Assumption and Assignment of Executory Contracts and Unexpired Leases filed by Ditech Holding Corporation, et al., in connection with the filing of their Chapter 11 plan. Mackie objects to the proposed cure amounts because they do not reflect, in the aggregate, the actual amount necessary to cure all defaults under the Agreements as required pursuant to section 365 of the Bankruptcy Code for the Debtors to assume or assume and assign such agreements. According to Mackie, the Debtors may not assume or assume and assign the Agreements unless and until the RMS Cure Obligations and Ditech Cure Obligations are paid in full, which as of July 17, 2019 total $89,259.19 and $3,501.78 respectively. Counsel to Mackie Wolf Zientz & Mann, P.C.: William B. Schiller, Esq. Schiller, Knapp, Lefkowitz & Hertzel, LLP 950 New Loudon Rd, Suite 109 Latham, NY 12110 Telephone: 518-786-9069 Fax: 518-786-1246 Email: wschiller@schillerknapp.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DITECH HOLDING: Millsap & Singer Objects to Disclosure Statement ---------------------------------------------------------------- Millsap & Singer LLC objects to the Notice of Cure Costs and Potential Assumption or Assumption and Assignment of Executory Contracts and Unexpired Leases filed by Ditech Holding Corporation, et al., in connection with the filing of their Chapter 11 plan. Millsap & Singer objects to the assumption or assumption and assignment of the Agreements unless (i) the cure amounts set forth herein or as may otherwise be agreed upon on consent of Millsap & Singer LLC and Ditech are established as the cure amounts; and (ii) terms of adequate assurance of future performance of the Agreements are agreed upon. Attorney for Millsap & Singer LLC: William B. Schiller, Esq. Schiller, Knapp, Lefkowitz & Hertzel, LLP 950 New Loudon Rd, Suite 109 Latham, NY 12110 Phone: 518-786-9069 Fax: 518-786-1246 Email: wschiller@schillerknapp.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DITECH HOLDING: Trott Law Objects to Disclosure Statement --------------------------------------------------------- TROTT LAW, P.C., objects to the Notice of Cure Costs and Potential Assumption or Assumption and Assignment of Executory Contracts and Unexpired Leases filed by Ditech Holding Corporation, et al., in connection with the filing of their Chapter 11 plan. Trott objects to the proposed cure amounts because they do not reflect, in total, the actual amount necessary to cure all defaults under the Service Agreements as required pursuant to section 365 of the Bankruptcy Code for the Debtors to assume or assume and assign such agreements. Trott points out that the Debtors may not assume or assume and assign the Service Agreements unless and until the Cure Obligations are paid in full, which as of July 17, 2019, total $122,760.18 for DF and $42,099.48 for RMS, plus any additional unpaid invoices on or after July 17, 2019, are paid in full. Counsel to TROTT LAW, P.C.: William B. Schiller, Esq. Schiller, Knapp, Lefkowitz & Hertzel, LLP 950 New Loudon Rd, Suite 109 Latham, NY 12110 Telephone: 518-786-9069 Facsimile: 518-786-1246 Email: wschiller@schillerknapp.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DITECH HOLDING: U.S. Trustee Objects to Plan Confirmation --------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, objects to the Confirmation of the Amended Joint Chapter 11 Plan of Ditech Holding Corporation and its Affiliated Debtors. The U.S. Trustee complains that the Plan does not clearly set forth the rights of consumer borrowers in connection with the proposed sale transactions. The U.S. Trustee further complains that the treatment of consumer claims, rights, and defenses related to the Debtors’ misapplication or miscalculation of payments is not explained in Plan. The U.S. Trustee points out that the Debtors cannot cherry-pick the subsections of section 363 that suit their purposes and argue that the rest does not apply because they are pursuing a plan sale. The U.S. Trustee asserts that the Debtors have provided no authority for this assertion, and the United States Trustee is not aware of any court permitting such a result since the enactment of section 363(o). According to U.S. Trustee, the Debtors must show that the Plan is in the "best interests" of all holders of claims and interests that are impaired by the Plan and that have not accepted the Plan. The U.S. Trustee further points out that the Plan does not satisfy the best interests of creditors test and cannot be confirmed. The U.S. Trustee complains that the Debtors have not established that this is a rare and extraordinary case where non-debtor, non-consensual releases are integral to the reorganization itself. The U.S. Trustee further asserts that the Debtors have not disclosed (i) whether they will be selling personally identifiable information of their customer base, (ii) their privacy policies that apply to their customer base, (iii) whether the sale will be conducted in accordance with the Debtors' privacy policies, and (iv) whether a purchaser will be required to comply with the Debtors' privacy policies. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. DONALD WOODMAN: Sale of Elmer Property to Pay Plan Obligations OK'd ------------------------------------------------------------------- Judge John S. Hodge the U.S. Bankruptcy Court for the Western District of Louisiana authorized Donald M. Woodman and Anna Sorenson Woodman to sell their 7.29 acres of land located at 3093 Hwy 121 Elmer, Louisiana for $21,000, pursuant to the Contract for the Sale and Purchase of Real Estate. A hearing on the Motion was held on July 27, 2019. All proceeds from the sale will be paid to Rushmore Loan Management Services up to the amount of their mortgage claim. The authorization granted is expressly conditional upon 1) the simultaneous closing of the sale of real estate by the Debtors' son as set forth on the Contract; and 2) the voluntary payment of the balance of the secured claim of Rushmore Loan Management Services, in full, out of said sale proceeds. The Debtors are authorized to tender $6,000 to the counsel for the Debtors to be held in trust for distribution pursuant to the terms of the confirmed Chapter 11 Plan. Donald M. Woodman and Anna Sorenson Woodman filed a voluntary petition for relief under Chapter 13 of the Bankruptcy Code on Dec. 8, 2016. The case was subsequently converted to one under Chapter 11 (Bankr. W.D. Case No. 16-81331) on Jan. 25, 2018. The Debtors' Chapter 11 Plan or Reorganization was confirmed on March 6, 2019. DRESSBARN: Ascena Brings on Gordon Brothers to Shut Down Stores --------------------------------------------------------------- Soma Biswas, writing for The Wall Street Journal, reported that Ascena Retail Group Inc., the company behind Ann Taylor and Loft stores, has hired liquidation firm Gordon Brothers to help conduct going-out-of-business sales at the Dressbarn chain, according to people familiar with the matter. According to the Journal, in May, Ascena said it would shut down all 650 Dressbarn stores and had hired real-estate advisory firm A&G Realty Partners to help with the closures. On May 20, 2019, Ascena, in a filing with the U.S. Securities and Exchange Commission, the Company announced its plan to wind down its dressbarn brand. The wind down is currently expected to be completed in the first half of fiscal 2020. The Journal said people familiar with the matter pointed out that it may be difficult for Ascena to put Dressbarn into bankruptcy by itself because of its close ties to the rest of the company's operations. FIELDPOINT PETROLEUM: Reports Unauthorized Promotional Activity --------------------------------------------------------------- FieldPoint Petroleum Corporation said in a press release that it was made aware of promotional activity in relation to the Company's common stock. As required by the OTCQB Policy on Stock Promotion the Company disclosed that: 1.a) The Company became aware of the promotional activities when they were contacted by the OTCQB on July 24, 2019. 1.b) As a result of the promotional activities the trading price of the Company's common stock has risen from $0.035 to $0.1544 with a high of $0.23. 1.c) The promotion was in the form of a mass e-mail stock pick recommendations from Penny Stock Finders, Penny Stock Scholar and Secret Stock Promotor on July 24, 2019. 2.) The Company and its officers had no knowledge of, were not involved, directly or indirectly, with the creation, distribution, or payment of promotional activities. 3.) The Company has reviewed the statements in the promotional material and confirm they are materially correct with the following exceptions: The statement made in relation to "FPPP States Critical Business Strategy Could Lead to Big Moves. Going forward, we expect to continue to largely rely on experienced drilling and operating partners for these projects such as we have done with Cimarex in the Lusk Field and Riley Exploration in the Ranger project." We do not have any current plans for development with either of those operators or in either of the associated fields. The statement made in relation to the number of gross wells the company participates in as "480 gross producing wells." The correct number of gross wells is 386. 4. After an investigation by management, the Company confirms that to its knowledge none of its directors, control persons, controlling shareholders or any third party service providers have directly or indirectly been involved in any way with the creation, distribution, or payment of the promotional materials related to the Company or its security. 5. After investigation by management the Company confirms that none of its directors and control persons, it officers directors, controlling shareholders or any third- party service providers have sold or purchased the Company's securities within the past 90 days. 6. The Company has not engaged any third-party providers of investor relations, public relations, marketing or other related services including the promotion of the Company or its securities in the last 12 months. About FieldPoint Petroleum Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP) -- http://www.fppcorp.com/-- is engaged in oil and natural gas exploration, production and acquisition, primarily in Louisiana, New Mexico, Oklahoma, Texas, and Wyoming. Fieldpoint Petroleum reported a net loss of $3.25 million in 2018, compared to net income of $2.66 million on $3.03 million for the year ended Dec. 31, 2017. As of March 31, 2019, FieldPoint Petroleum had $4.52 million in total assets, $6.25 million in total liabilities, and a total stockholders' deficit of $1.73 million. Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FOREVER 21: Seeks Restructuring Advice to Avert Bankruptcy ---------------------------------------------------------- Soma Biswas, writing for The Wall Street Journal, reported that teen retailer Forever 21 Inc. has hired Latham & Watkins LLP to help negotiate exits from stores and raise a new loan, according to people familiar with the matter, as the once-hot chain deals with falling sales and a cash crunch. According to the Journal, the chain's founder, Do Won Chang, is looking to avert a bankruptcy filing and salvage his equity in the Los Angeles-based retailer after it used up a loan from JPMorgan Chase to cover losses rather than buy merchandise, the people said. The Journal, citing a report by the Los Angeles Business Journal, pointed out that the retailer sold its Los Angeles headquarters for $166 million in February. Bloomberg reported that the fast-fashion brand is reportedly in talks with Apollo Global Management to help raise debtor-in-possession funds if the time ultimately comes for Forever 21 to file for bankruptcy. The move, Business Insider said, would allow the founder to maintain control, while setting in motion a large-scale restructuring plan intended to save the business. FUSION CONNECT: Simpson Thacher Represents Ad Hoc Group ------------------------------------------------------- In the Chapter 11 cases of Fusion Connect Inc., et al., SIMPSON THACHER & BARTLETT LLP submitted a verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, disclosing that it is representing the ad hoc group consisting of certain institutions that are lenders of record with respect to approximately 100% of the revolving loans, 100% of the letter of credit exposure, and 71.1% of the tranche A term loans, which collectively represents 12.3% in principal amount of the aggregate outstanding loans and letter of credit exposure under that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018. Members of the Ad Hoc Group of Tranche A Term Loan / Revolving Lenders initially retained Simpson Thacher in April 2019 in connection with a potential restructuring of the Debtors’ balance sheet. As of the date of this Statement, Simpson Thacher appears in the Chapter 11 Cases on behalf of and represents only the Ad Hoc Group of Tranche A Term Loan / Revolving Lenders as presently constituted. Simpson Thacher does not represent or purport to represent any entities other than the Ad Hoc Group of Tranche A Term Loan / Revolving Lenders in connection with the Chapter 11 Cases. To the extent any member of the Ad Hoc Group of Tranche A Term Loan / Revolving Lenders holds claims against or interests in the Debtors other than the Revolving Loans and the Tranche A Term Loans, Simpson Thacher does not represent such members with respect to such other claims or interests; provided, that, Simpson Thacher has represented East West Bank and MUFG Union Bank, N.A. and/or their respective affiliates, in their respective capacities as depository institutions in the Debtors’ cash management system. As of July 23, 2019, members of the Ad Hoc Group of Tranche A Term Loan / Revolving Lenders and their disclosable economic interests are: (1) East West Bank 135 North Los Robles Avenue, 7th Floor Pasadena, CA 91101 * Tranche A Term Loans: $19,646,453.75 (2) Goldman Sachs Lending Partners LLC 200 West Street, Building 200 New York, NY 10282 * Revolving Loans: $19,909,347.22 * Letters of Credit: $256,023.63 (3) Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, NY 10036 * Revolving Loans: $11,945,608.33 * Letters of Credit: $153,614.17 (4) MUFG Union Bank, N.A. 350 California Street San Francisco, CA 94104 * Revolving Loans: $7,963,738.89 * Tranche A Term Loans: $11,787,872.25 * Letters of Credit: $102,409.45 Counsel to the Ad Hoc Group of Tranche A Term Loan / Revolving Lenders can be reached at: SIMPSON THACHER & BARTLETT LLP Sandeep Qusba, Esq. William T. Russell, Jr., Esq. Hyang-Sook Lee, Esq. Edward Linden, Esq. 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at http://bankrupt.com/misc/Fusion_Connect_249_Rule2019.pdf About Fusion Fusion Connect -- http://www.fusionconnect.com/-- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised by FTI Consulting and PJT Partners, Inc., as financial advisors, and Weil, Gotshal & Manges LLP as legal counsel. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal counsel. GULFSTREAM DIAGNOSTICS: Lender Objects to Disclosure Statement -------------------------------------------------------------- Secured Creditor Bank of America, N.A., ("Lender") objects to the Disclosure Statement in support of the Plan of Liquidation of Gulfstream Diagnostics, LLC. The Lender asserts that the Disclosure Statement cannot be approved because it lacks adequate information. The Lender points out that the Disclosure Statement fails to properly describe precisely what assets contributed into the liquidating trust will be encumbered by Lender's liens, and what method of documentation and perfection will be used or required to establish the Lender's enforceable liens. The Lender complains that the Disclosure Statement is incomplete as it relates to the distribution rights of creditors -- including the Lender -- from the liquidating trust. According to the Lender, the Disclosure Statement fails to state whether the Debtor has conducted any investigation or analysis of potential avoidance actions and, if so, the Debtor's estimate of the probability and amount of recovery from those claims. The Lender asserts that the Disclosure Statement should provide Lender’s position so that creditors understand that resolution of this potential dispute may impact their recovery. Attorneys for Bank of America, N.A.: Trinitee G. Green, Esq. BRYAN CAVE LEIGHTON PAISNER LLP 2200 Ross Ave., Suite 3300 Dallas, Texas 75201 Tel: (214) 721-8000 Fax: (214) 721-8100 -- and -- Kyle S. Hirsch, Esq. Two North Central Avenue, Suite 2100 Phoenix, Arizona 85004 Tel: (602) 364-7000 Fax: (602) 716-8170 About Gulfstream Diagnostics Gulfstream Diagnostics, LLC, operates a medical laboratory in Dallas, Texas. It provides clinical, pharmacogenetics and toxicology laboratory tests. Its laboratory features Beckman Coulter, Agilent Technologies, Douglas Scientific, and Tecan instrumentation. Gulfstream Diagnostics filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30159) on Jan. 16, 2019. In the petition signed by Maison Vasek, CFO, the Debtor estimates $1 million to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Thomas Daniel Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C., is the Debtor's counsel. BidMed, LLC, is the broker and auctioneer. HMSW CPA: Files Chapter 11 Plan of Liquidation ---------------------------------------------- HMSW CPA, P.L.L.C. and KSW CPA, P.C., files a Combined Chapter 11 Joint Plan of Liquidation and accompanying Disclosure Statement. Class 5H - Any Allowed General Unsecured Claims Against HMSW. Within 30 days of the Effective Date,, each holder of an Allowed General Unsecured Claim in Class 5H shall receive, in full and final satisfaction of its Class 5H General Unsecured Claim, its Pro Rata Share of the Remaining HMSW Cash on hand. Class 2 - Any Allowed Secured Claims of David Hagen. Within 30 days of the Effective Date, David Hagen shall receive, in full and final satisfaction of its Class 2 Allowed Secured Claim, a Cash payment in the amount of $40,000.00 David Hagen shall retain his Liens as they existed on the Petition Date to secure the payment due hereunder. Class 3HA through 3HZ and Class 3KA through 3KZ -- Any Allowed Secured Claims not Otherwise Classified. Each holder of a Allowed Secured Claim against the Debtors, other than those classified in Class 1 or Class 2, shall receive on the Effective Date in full and final satisfaction of its Class 3 Allowed Secured Claim at the appropriate Debtor’s option, either [i] a Cash payment in the amount of its Allowed Secured Claim within 30 days of the Effective Date, or [ii] the surrender to such holder of all Collateral securing such Allowed Secured Class 3 Claim in accordance with In re Sandy Ridge Development Corp, 881 F.2d 1346 [5th Cir. 1989], in which case such Allowed Class 3 Claim shall be deemed paid in full and fully satisfied and any deficiency thereon shall be treated as a General Unsecured Claim. Class 4 - Any Allowed Priority Non-Tax Claims. Each holder of an Allowed Priority Non-Tax Claim shall receive one Cash payment, in the amount of 90% of such holder's Allowed Priority Non-Tax Claim. Such payments shall be made within 30 days of the Effective Date. Class 5K - Any Allowed General Unsecured Claims Against KSW. Within 30 days of the Effective Date, each holder of an Allowed General Unsecured Claim in Class 5K shall receive, in full and final satisfaction of its Class 5K General Unsecured Claim, its Pro Rata Share of the Remaining KSW Cash on hand. The Debtors will be liquidated and closed. Personal property will be auctioned through EBay or disposed of if unsold. Pursuant to 11 U.S.C. Section 1123(b)(3)(B), as of the Effective Date any causes of action that are already pending or that are property of the estate of the Debtor, even if not yet filed, including, without limitation all common law tort, statutory tort, statutory claims and contract claims and claims for equitable relief of all kinds and avoidance or recovery actions under Sections 544, 545, 547, 548, 549, 550, 551 and 553, that are not released as a part of this Plan, shall be retained until liquidation. A full-text copy of the Disclosure Statement dated July 18, 2019, is available at https://tinyurl.com/y5j4s9l3 from PacerMonitor.com at no charge. COUNSEL FOR HMSW, CPA, P.L.L.C.: Howard Marc Spector, Esq. SPECTOR & JOHNSON, P.L.L.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (214) 365-5377 FAX: (214) 237-3380 COUNSEL FOR KSW, CPA, P.C.: Craig Douglas Davis, Esq. DAVIS, ERMIS & ROBERTS, P.C. 1010 N. Center, Suite 100 Arlington, TX 76011 Tel: (817) 265-8832 FAX: (972) 262-3264 About HMSW CPA, PLLC HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public accounting firm in Arlington, Texas. The company offers audit and assurance, tax compliance, business advisory, accounting and financial advisory services to small and medium size businesses. It also provides a wide range of business services for companies seeking to outsource payroll, transaction processing and basic accounting functions. HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the petition signed by Cheree D. Bishop, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Mark X. Mullin presides over the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC, serves as bankruptcy counsel. HMSW CPA: Plan, Disclosures Hearing Scheduled for Aug. 19 --------------------------------------------------------- Bankruptcy Judge Mark X. Mullin conditionally approved HMSW CPA, P.L.L.C.'s small business joint disclosure statement. The hearings on final approval of the disclosure statement and confirmation of the plan have been set for August 19, 2019 at 9:30 a.m. Central Time before the Honorable Mark X. Mullin, United States Bankruptcy Judge for the Northern District of Texas, Fort Worth Division. August 16, 2019 is fixed as the Voting Deadline and the last day for filing and serving written objections to the approval of the disclosure statement and confirmation of the plan. The Troubled Company Reporter previously reported that under the plan, the Debtor will be liquidated and closed. As of the Effective Date any causes of action that are already pending or that are property of the estate of the Debtor, even if not yet filed, including, without limitation all common law tort, statutory tort, statutory claims and contract claims and claims for equitable relief of all kinds and avoidance or recovery actions that are not released as a part of this Plan, will be retained until liquidation. A full-text copy of the Disclosure Statement dated July 8, 2019, is available at https://tinyurl.com/y42lauh5 from PacerMonitor.com at no charge. About HMSW CPA, PLLC HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public accounting firm in Arlington, Texas. The company offers audit and assurance, tax compliance, business advisory, accounting and financial advisory services to small and medium size businesses. It also provides a wide range of business services for companies seeking to outsource payroll, transaction processing and basic accounting functions. HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the petition signed by Cheree D. Bishop, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Mark X. Mullin presides over the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC, serves as bankruptcy counsel. HUGHES SATELLITE: S&P Raises Unsecured Note Rating to 'BB' ---------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Hughes Satellite Systems Corp.'s unsecured notes to 'BB' from 'BB-' and revised its recovery rating to '4' from '5' following the company's repayment of $900 million of secured notes that matured in June 2019. "We raised our issue-level rating to reflect the better recovery prospects for the noteholders in a simulated default scenario because there are now fewer secured claims ahead of the unsecured notes. We believe Hughes has sufficient liquidity, with roughly $1.5 billion of cash on its balance sheet following this repayment, such that it will not need to replace the notes in its capital structure," S&P said. "Our issuer credit rating on Hughes is unaffected by this transaction because we continue to expect that its net leverage will remain near 1.5x over the next year. However, our rating on the company continues to be constrained by the uncertainty around its financial policy as we believe that management may potentially increase its leverage to the 3x-4x range to fund an acquisition or strategic partnership," the rating agency said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P rates Hughes' secured notes 'BBB-' with a '1' recovery rating. The '1' recovery rating indicates its expectation for very high (90%-100%) recovery in a simulated default. -- S&P rates Hughes' unsecured notes 'BB' with a '4' recovery rating. The '4' recovery rating indicates its expectation for average (30%-50%) recovery in a simulated default. Simulated default assumptions -- S&P's simulated default scenario contemplates heightened competitive pressures from terrestrial network providers, satellite operators, and satellite service providers that lead to increased churn and pricing pressure. This, in conjunction with the high operating costs associated with the company's near-term satellite launches, erodes Hughes' profitability. This would cause the company's cash flow to decline to the point that it is unable to cover its fixed charges (interest expense and minimum maintenance capital expenditure), eventually leading to a default in 2023. -- S&P has valued the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA. The '6' multiple reflect the company's satellite assets and customer relationships and is in line with the multiples it uses for most of the other satellite operators it rates. Simplified waterfall -- EBITDA at emergence: $275 million -- EBITDA multiple: 6x -- Net recovery value for waterfall after administrative expenses (5%): $1.55 billion -- Obligor/nonobligor valuation split: 90%/10% -- Estimated senior secured debt: $770 million -- Value available for secured debt: $1.5 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured debt: $1.7 billion -- Value available for senior unsecured debt: $800 million -- Recovery expectations: 30%-50% (rounded estimate: 45%) Ratings List Ratings Affirmed Hughes Satellite Systems Corp. Issuer Credit Rating BB/Stable/-- Upgraded; Recovery Rating Revised To From Hughes Satellite Systems Corp. Senior Unsecured BB BB- Recovery Rating 4(45%) 5(20%) ILLINOIS: Hedge Fund Challenges $14-Bil. Debt as Unconstitutional ----------------------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal, reported that New York-based Warlander Asset Management LP and John Tillman, chief executive of the conservative Illinois Policy Institute think tank, claim Illinois has piled up more debt than its constitution permits and sued Gov. J.B. Pritzker and other state officials in an effort to wipe out $14.3 billion in municipal bonds. According to the Journal, Warlander, which holds $25 million in other Illinois bonds, said the outstanding portions of the 2003 and 2017 debt sales should be declared "unconstitutional and unenforceable." The Illinois constitution bars the state from taking out long-term debt except for "specific purposes" or to refinance longer-term debt, the Journal cited the complaint filed in Sangamon County Circuit Court. Illinois instead borrowed to bridge deficits and to speculate on financial markets, the lawsuit said, lowering the state's creditworthiness and heightening the likelihood of default, the Journal related. No U.S. state has failed to pay bondholders since Arkansas in 1933, although the U.S. island territory of Puerto Rico defaulted in 2016 and was later placed under a court-supervised bankruptcy, the Journal pointed out. Emily Bittner, a spokeswoman for Mr. Pritzker, said the lawsuit "is simply a new tactic from the extreme right to interfere in capital markets," the Journal further related. Several layers of bond attorneys and former Attorney General Lisa Madigan signed off on the bond offerings, Ms. Bittner said, the Journal further related. The Journal pointed out that the complaint mirrors ongoing efforts by the board overseeing Puerto Rico's tattered public finances to drive down bondholder claims. Unlike Puerto Rico, Illinois lacks a bankruptcy mechanism to push bondholders into a centralized court proceeding to hammer out restructuring terms but the state's finances have been stressed for years, pushing its bond rating to the lowest among U.S. states as pension obligations ballooned and a budget stalemate under former Gov. Bruce Rauner from 2015 to 2017 racked up billions of dollars in unpaid bills, the Journal noted. IQVIA INC: Moody's Assigns Ba3 to Proposed Sr. Unsec. Notes ----------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed senior unsecured notes of IQVIA Inc. There are no changes to IQVIA's existing ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and SGL-1 Speculative Grade Liquidity Rating. IQVIA will use proceeds from the notes offering to refinance existing unsecured notes. The outlook is stable. Rating assigned: Senior unsecured notes due 2027 at Ba3 (LGD5) RATINGS RATIONALE IQVIA's Ba2 Corporate Family Rating reflects the company's considerable size, scale, and strong market positions as both a pharmaceutical contract research organization (CRO) and healthcare data and analytics provider. The ratings are also supported by the company's good operating cash flow and very good liquidity. The ratings are constrained by Moody's view that financial leverage will remain high over the next year. Moody's anticipates that the pace of share repurchases and acquisitions will moderate compared to in prior years, and that leverage will decline modestly over the next few years. The stable outlook reflects Moody's expectation that IQVIA will grow earnings in the mid-single digits range over the next 12 to 18 months and that debt to EBITDA will generally be maintained between 4.5 and 5.0 times. Moody's could downgrade IQVIA's ratings if it believes debt to EBITDA will be sustained above 5.0 times. Significant debt-funded share repurchases or acquisitions could also result in a downgrade. Moody's could upgrade the ratings if the rating agency expects the company to maintain debt to EBITDA below 4.0 times, while demonstrating consistent revenue growth and favorable profit margins. IQVIA is a leading global provider of outsourced contract research and contract sales services to pharmaceutical, biotechnology and medical device companies. The company is also a leading provider of sales and other market intelligence primarily to the pharmaceutical and biotech industries. Reported revenues for the twelve months ended June 30, 2019 were $10.7 billion. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. IQVIA INC: S&P Rates New $800MM Euro-Denominated Unsec. Notes 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '5' recovery rating to IQVIA Inc.'s proposed senior unsecured notes due 2028. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. "We expect the company to use the proceeds from these notes to refinance its existing unsecured debt and anticipate that it will use cash on hand to pay fees and expenses. We view this transaction as leverage neutral and consistent with our prior expectations," S&P said. The rating agency continues to expect IQVIA to undertake significant annual spending ($1.0 billion-$1.5 billion) on acquisitions and share repurchases. "Our 'BB+' long-term issuer credit rating and stable outlook on the company's parent, IQVIA Holdings Inc., remain unchanged. Our 'BBB-' issue-level rating and '2' recovery rating on IQVIA's senior secured debt also remain unchanged," S&P said, adding that the '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. Ratings List IQVIA Holdings Inc. Issuer Credit Rating BB+/Stable New Rating IQVIA Inc. Senior Unsecured EUR0 nts due 2028 BB Recovery Rating 5(15%) ISAGENIX WORLDWIDE: S&P Lowers ICR to 'B-'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating to 'B-' from 'B+' on U.S.-based Isagenix Worldwide Inc. S&P also lowered its issue-level rating on Isagenix's $415 million senior secured bank facility, which consist of a $40 million revolving credit facility and $375 million term loan facility, to 'B' from 'BB-'. The downgrade reflects Isagenix's weakening operating performance over the past few quarters and continued deterioration in its credit metrics. Isagenix continues to face intense competition for sales representatives from the gig economy and competition from Amazon.com Inc., and has been unable to stabilize its operating performance in the past few quarters. The popularity of making money at gig economy companies such as Airbnb Inc. and Uber Technologies Inc. has made it difficult for the multi-level marketing (MLM) industry to go after the same group of potential sales people. Separately, Amazon provides customers with ease of purchase compared to Isagenix's multi-step process to sign up a new customer. The company's operating performance continues to fall short of S&P's expectations, causing credit metrics to deteriorate significantly. Both sales and profit declined by double-digit percentages in 2018 because of intense competition to recruit sales associates, leading to declined sales associate activities and new customers. The company's leverage for the 12 months ended March 31, 2019 increased to the high-4x area. Free cash flow shrank to $21 million in 2018 from $114 million in 2017. "The negative outlook reflects the potential for a lower rating over the next 12 months if the company's operating performance continues to deteriorate, leading to EBITDA interest coverage around the low-1x area, further covenant cushion declines, or if we view the capital structure as unsustainable, which could lead eventually to a distressed exchange," S&P said. "We could lower the ratings if the company cannot increase enrollment and improve productivity of its sales associates or if greater competitive pressure for sales representatives hinder the company's efforts to stabilize its operating performance, leading to further decline in EBITDA and free cash flow," the rating agency said. S&P said it could revise the outlook to stable if Isagenix stabilizes its profits and free cash flow, sustains EBITDA interest coverage around 2x, and maintains a double-digit percent forecasted covenant cushion. This could occur if the company is able to increase its member base (including sales associates), successfully introduces new products, and begins to benefit from its technology platform, according to the rating agency. KESTREL BIDCO: Moody's Assigns Ba3 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned ratings to Kestrel Bidco Inc. consisting of a Ba3 corporate family rating, Ba3-PD probability of default rating, and Ba2 ratings to the company's proposed new senior secured revolving credit facility and senior secured first lien term loan. The outlook is stable. When the acquisition closes, expected around September, 2019, Moody's will withdraw all WestJet ratings, including its' Ba1 CFR, Ba1-PD PDR, Ba2 senior unsecured rating and SGL-2 liquidity rating, currently under review for possible downgrade. Onex Corporation, a private equity firm, will be acquiring WestJet Airlines Ltd. through Kestrel Bidco Inc. Proceeds from Kestrel's proposed US$1.955 million senior secured term loan and CAD $1.649 million of common equity, will be used to fund the purchase. The new US$350 million senior secured revolving credit facility is not expected to be drawn at close. WestJet's existing balance sheet debt of about CAD $1.9 billion, except for CAD $542 million of term loans with Export Development Canada ("EDC" unrated) which will be rolled over, will be repaid from Westjet's cash balance. "The corporate family rating of Kestrel is two notches lower than Westjet because leverage is increasing about 1.5x from our expectations, and private equity ownership adds event risk", said Jamie Koutsoukis, Moody's Vice-President. "However, Kestrel's senior secured rating of Ba2 is the same as Westjet's senior unsecured rating, as all debt will now be secured, rather than largely unsecured, and it will now rank ahead of trade payables", she added. Assignments: Issuer: Kestrel Bidco Inc. Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD Gtd Senior Secured First Lien Term Loan, Assigned Ba2 (LGD3) Gtd Senior Secured First Lien Revolving Credit Facility, Assigned Ba2 (LGD3) Outlook Actions: Issuer: Kestrel Bidco Inc. Outlook, Assigned Stable RATINGS RATIONALE Kestrel Bidco Inc. (acquiror of WestJet Airlines Ltd.) is constrained by 1) weak profitability (5% EBIT margin in 2018, down from 11% in 2017 and mid-teens in 2014-16), 2) related cost pressures due to rising fuel price and unionization, 3) high leverage as a result of Kestrel's acquisition of Westjet (4.4x adj. debt/EBITDA expected in 2019, compared to about 3x expected before the transaction), 4) event risks of ownership by private equity and 5) execution risks and margin pressures as it transitions away from its single plane model (737), non-unionized business into a more complex traditional airline model with multiple offerings including its growth into competitive international markets with wide-body planes (787's), and the ultra-low cost carrier (ULCC) segment (Swoop). Kestrel benefits from 1) its solid second position in the duopolistic Canadian market, 2) good load factors (84%) despite industry-wide capacity growth and 3) a relatively young fleet (average fleet age of 8 years). Kestrel has good liquidity, supported by CAD $1.1 billion of sources compared to CAD$ 400 million of uses over the 12 months following the expected close of the transaction in late September. Liquidity sources include CAD $600 million of cash on the balance sheet once Kestrel closes its purchase of Westjet and a US $350 million revolver which is expected to be undrawn at close (due 2024). Uses include CAD $100 million of debt repayments and expected negative free cash flow of about CAD $300 million. Moody's negative free cash flow does not include WestJet Airlines' expectation of completing sale and operating leaseback transactions for its future aircraft deliveries, which, if completed, will provide additional liquidity. Kestrel's credit facility contains a continuing collateral coverage covenant which Moody's expects will be met. The stable outlook reflects its view that Kestrel will be able to successfully implement its growth initiatives and improve its profitability, reduce leverage to under 4x by the end of 2020, maintain its market position, and that good liquidity will be maintained. It also assumes that Westjet's new private equity owner will not materially change the company's strategy. Kestrel's ratings could be upgraded if the company is able to improve its profitability, with adjusted EBIT margins moving above 10% (4.5% at Q1/19), and adjusted debt/EBITDA is sustained below 3.5x (4.4x expected at year-end 2019). An upgrade would also require that the company establish a track record operating its wide-body international expansion and its ULCC (Swoop), and its business strategy and financial policies under new private equity ownership meet expectations. Kestrel's ratings could be downgraded if adjusted EBIT margins are below 5% (4.5% at Q1/19) and adjusted debt/ EBITDA is sustained towards 5x (4.4x expected at year end 2019). A downgrade could also occur if the company's new private equity owners move towards a more aggressive growth and financial policy strategy. The Ba2 ratings on Kestrel's proposed senior secured term loan B and revolving credit facility are rated one notch above the CFR, reflecting its priority above the company's trade payables, despite constituting the bulk of the debt capital structure. The term loan B and revolving credit facility have first lien security on substantially all the material assets of the company, excluding aircraft that secure the EDC term loans. The principal methodology used in these ratings was Passenger Airline Industry published in April 2018. Kestrel Bidco Inc. is a private company owned by Onex Corporation, and formed solely to purchase WestJet Airlines Ltd, with closing expected around September 2019. Westjet, headquartered in Calgary, Alberta, is the second-largest Canadian air carrier, providing scheduled passenger services to over 100 destinations in Canada, the US, Central America, the Caribbean and Europe. Revenue for the year ended December 2018 was CAD 4.7 billion. KESTREL BIDCO: S&P Assigns Preliminary 'B+' ICR; Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' preliminary issuer credit rating (ICR) to Kestrel Bidco Inc., a new entity formed to facilitate the acquisition of Calgary, Alta.-based airline operator WestJet Airlines Ltd. (BBB-/Watch Neg/--) and its subsidiaries. At the same time, S&P assigned its 'BB-' preliminary issue-level and '2' preliminary recovery ratings to about US$2.3 billion of secured debt proposed by Kestrel. The rating agency assumes Kestrel's debt structure will include an undrawn US$350 million secured revolving credit facility and a US$1.955 billion first-lien secured term loan issued at Kestrel, and about C$520 million of Export Development Canada (EDC) loans at its WestJet Encore Ltd. subsidiary. "The final rating will depend on our receipt and satisfactory review of all final transaction documentation. Accordingly, the preliminary ratings should not be construed as evidence of final ratings. If we do not receive final documentation within a reasonable time frame, or final documentation departs from materials reviewed, we reserve the right to withdraw or revise our ratings," S&P said. Potential changes include, but are not limited to, use of notes proceeds, maturity, size and conditions of the notes, financial and other covenants, security, and ranking, according to the rating agency. S&P's preliminary issuer credit rating on Kestrel primarily reflects the company's high anticipated debt levels to fund the acquisition of WestJet, which the rating agency expects will close in September or October this year. Kestrel is wholly owned by Onex Corp., a private equity firm, and created to facilitate its 100% acquisition of Westjet. The acquisition will be funded primarily with debt issued by Kestrel, resulting in credit measures much weaker than S&P's previous assumed for WestJet. S&P estimates Kestrel's adjusted FFO-to-debt in the mid-teens percent area and adjusted debt-to-EBITDA in the mid-4x area. Its view of Kestrel's financial risk profile incorporates the anticipated earnings volatility because of the company's exposure to the highly cyclical and competitive airline sector and fluctuating jet fuel prices. S&P believes these risks are offset in part by core leverage measures that are relatively stronger than what the rating agency would typically expect for companies owned and controlled by private equity sponsors. "We consider the company to have relatively small scale with limited geographic diversification compared to most the North American airlines in our rated portfolio. That said, we believe WestJet's position as the second-largest airline in the concentrated Canadian market, and our expectation for the company to improve its profitability amid strong demand for air travel strengthen its competitive position," S&P said. The stable outlook primarily reflects S&P's expectation for the company to generate adjusted FFO-to-debt in the mid-teen percent area and adjusted debt-to-EBITDA in the mid-4x area over the next couple of years. S&P assumes strong demand for air travel will persist and contribute to an improvement in profitability following a challenging 2018. "We could lower the ratings within the next 12 months if we expect adjusted FFO-to-debt or adjusted debt-to-EBITDA to persist below 12% or above 5x, respectively. This could occur if fuel prices rise without an offsetting increase in fares or if revenue per ASM is meaningfully lower than we anticipate potentially due to weak demand or competitive pressures," S&P said, adding that this could also occur if non-fuel operating costs are significantly higher than it expects leading to adjusted EBITDA margins that remain well below 20%. L REIT LTD: Latest Plan Discloses Agreement with Bancorp -------------------------------------------------------- L REIT, Ltd. and affiliates filed an amended joint disclosure statement in support of its proposed amended joint plan of reorganization. This latest filing discloses that on February 2018, LREIT executed a deed of trust in favor of Icon Bank for the outstanding amount owed on the Icon Loans whereby the Icon was granted a second lien security interest in the Properties (the "Second Lien Deed of Trust"). The Debtors disputed the validity of the Second Lien Deed of Trust because it was not supported by consideration. Instead, the Debtors asserted Bancorp's claim was an obligation of Mr. Nasr individually and not owed by the Debtors or secured by the Properties. The Debtors believed the interests were voidable fraudulent transfers. The Debtors brought an adversary proceeding against Bancorp to avoid the Second Lien Deed of Trust. On May 7, 2019, the Debtors filed a complaint against Bancorp to avoid its purported lien in the Properties as well as disallow the claim Bancorp filed in LREIT's case. On June 7, 2019, the Debtors and Bancorp reached a settlement resolving the Bancorp Adversary. The initial settlement was contingent on the Debtors obtaining a 90-day extension of certain bid deadlines. Ultimately, the Lenders, Bancorp and the Debtors reached an agreement for a shorter extension of these deadlines. On June 17, 2019, the Debtors filed a motion to compromise to resolve the Bancorp Adversary. It requested entry of an order which would allow Bancorp an unsecured claim against the Debtors subordinate to all creditors of the Debtors except for insider and affiliates. In exchange, Bancorp agreed to the entry of an order deeming the Second Lien Deed of Trust void ab initio. The Lenders raised issues with the compromise and its effect on their claims. The Debtors believed that any such issue was related to the amount of their claims and should not affect consideration of the Bancorp Compromise Motion. Again, the Debtors, Bancorp and the Lenders reached an agreement which authorized the Bancorp Compromise Motion but made no findings on how the compromise affected the Lenders' claims. On July 2019, the Bankruptcy Court entered an order approving the settlement between Bancorp and the Debtors. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y3534etv from Pacermonitor.com at no charge. About L REIT Ltd. and Beltway 7 Properties Ltd. L REIT, Ltd., is a privately-held lessor of real estate based in Houston, Texas. Its principal assets are located at 7900, 7904, 7906, 7908, 7840, and 7850 N. Sam Houston Parkway, and 10740 N. Gessner Road, Houston, Texas. Beltway 7 Properties, Ltd., retains a 99% ownership interest in L REIT and is its sole limited partner. L REIT and Beltway 7 Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-36881) on Dec. 5, 2018. At the time of the filing, L REIT estimated assets of $50 million to $100 million and liabilities of $50 million to $100 million. Beltway estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The cases are assigned to Judge David R. Jones. The Debtors tapped Hoover Slovacek LLP as their legal counsel. LBJ HEALTHCARE: Aug. 29 Hearing on Disclosure Statement ------------------------------------------------------- The hearing on the adequacy of the Disclosure Statement explaining the Chapter 11 Plan of LBJ Healthcare Partners, Inc., will be held on August 29, 2019 at11:00 AM, in Courtroom 1368, Roybal Federal Building, 255 E. Temple Street, Los Angeles, CA 90012. Objections to the Disclosure Statement must be filed no later than 14 days before the hearing. CLASS #2b: General unsecured claims. Each claimant in CLASS #2b will be paid 10% of its claim beginning the first relevant date after the Effective Date over 15 years in equal quarterly installments, due on the first day of each calendar month/quarter. The amount each claimant receives depends on the total amount of allowed claims in this class. Each member of CLASS #2b will be paid a pro rata share of a fund. CLASS #2d: Claim of Charnetsky. Each claimant in CLASS #2b will be paid 100/0 of its claim beginning the first relevant date after the Effective Date over 15 years in equal quarterly installments, due on the first day of each calendar month/quarter. CLASS #4 - Non-lnsider Claims are impaired. Claimants are entitled to vote to accept or reject the Plan. Until claims are fully paid, claimants retain their interest in the property securing the claim. CLASS #5 - Insider Claims. These are claims of persons defined in 11 U.S.C. 5101 (31). Essentially, an insider is a person with a close relationship with the Debtor other than a creditor-debtor relationship. The Debtor is an ongoing care facility. Its operations and projections, which will provide the primary source of funding. A full-text copy of the Joint Disclosure Statement dated July 18, 2019, is available at https://tinyurl.com/yy3q98wa from PacerMonitor.com at no charge. Attorney for LBJ Healthcare Partners, Inc.: Robert M. Aronson, Esq. LAW OFFICE OF ROBERT M. ARONSON 444 S. Flower St., Suite 1700 Los Angeles, CA 90071 Telephone: (213) 688-8945 Facsimile: (213) 688-8948 About LBJ Healthcare Partners Headquartered in Whittier, Calif., LBJ Healthcare Partners Inc., formerly doing business as Bayshore Villa Healthcare Partners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal Case No. 16-15197) on April 21, 2016, disclosing $49,370 in assets and $1.27 million in liabilities. The petition was signed by Brian Buenviaje, president and CEO. Judge Vincent P. Zurzolo presides over the case. Robert M. Aronson, Esq., at the Law Office of Robert M. Aronson, serves as the Debtor's bankruptcy counsel. Constance Doyle was appointed patient care ombudsman for the Debtor. Subsequently, Tamar Terzian was appointed as the PCO on February 21, 2018. MAMA'S HAWAIIAN: Taps Tucson Realty as Real Estate Broker --------------------------------------------------------- Mama's Hawaiian Bbq Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Tucson Realty & Trust Co. as real estate broker to sell its real property located at 4455 E. 5 Street, Tucson, Ariz. Tucson Realty's commission is 6 percent of the gross sales price. Tucson Realty is a "disinterested person" within the meaning of the Bankruptcy Code, according to court filings. The firm can be reached at: Patrick Darcy Tucson Realty & Trust Co 2525 E Broadway Blvd Tucson, AZ 85716 Phone: +1 520-327-0009 About Mama's Hawaiian Bbq Inc. Mama's Hawaiian Bbq Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-02002) on February 26, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Scott H. Gan. Eric Slocum Sparks, PC is the Debtor's legal counsel. NBM US HOLDINGS: S&P Rates New Senior Unsecured Notes 'BB-' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to NBM US Holdings Inc.'s (NBM) new proposed senior unsecured notes. It also assigned a '3' recovery rating to the proposed notes, which indicates a meaningful recovery expectation of 50%-70% (rounded estimate 50%) in an event of default. NBM is a wholly owned subsidiary of Marfrig Global Foods S.A. (Marfrig; BB-/Stable/--), and NBM consolidates the operations of the Marfrig group's U.S. subsidiary, National Beef Packing Co. LLC (National Beef). Marfrig will fully and unconditionally guarantee the notes. Therefore, the debt rating on NBM's new notes mirrors the issuer credit rating on Marfrig. The issuance will fund Marfrig's Green Project that is aligned to the International Capital Markets Association's Green Bond Principles and Social Bond Principles. The project involves acquiring cattle over the next 36 months from selected and monitored cattle farmers that comply with Marfrig's environmental and social standards. Therefore, S&P assumes in its analysis that this issuance will replace other working capital lines over the next three years. Recovery Analysis Key analytical factors -- S&P has assigned a recovery rating of '3' to the proposed senior unsecured notes, with a meaningful recovery expectation of 50% (rounded estimate). -- S&P's hypothetical default scenario would occur in 2023 amid a combination of higher cattle prices, lower demand for beef, and tighter access to credit markets. S&P has valued the company on a going-concern basis, using a 5.0x multiple applied to its pro forma projected emergence-level EBITDA (including 100% of National Beef). The multiple applied is standard for the agribusiness sector. -- The projected emergence-level EBITDA is R$2.3 billion, resulting in an estimated gross emergence value of R$11.8 billion. -- Because of its large cash position, S&P considers that the company would amortize and not refinance part of its debt as it comes due. -- Given that Marfrig acts as a guarantor, S&P considers that the proposed issuance will rank pari-passu with Marfrig's other senior unsecured bonds. -- S&P assumes that National Beef's debt has priority over Marfrig's unsecured debt in a hypothetical default scenario, because National Beef doesn't guarantee the debt at the parent level. In addition, because Marfrig doesn't fully own National Beef, S&P deducts the minority interest of National Beef's net equity value available for Marfrig's debtholders. Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: R$2.3 billion -- Implied enterprise value multiple: 5.0x -- Estimated gross enterprise value (EV): R$11.8 billion Simplified waterfall -- Net EV, after 5% administrative expenses: R$11.2 billion -- Debt position and minority interest in National Beef: R$4.1 billion -- Secured debt and other priority claims at default: R$650 million (Finep, FINAME, and ACC lines) -- Senior unsecured debt: R$13 billion, which consists of unsecured bonds (also including NBM's proposed issuance) and bank loans -- Recovery expectation for the unsecured debt: 50% Ratings List New Rating NBM US Holdings Inc Senior Unsecured BB- Recovery Rating 3(50%) NORTH OAKS: S&P Alters Outlook to Stable, Affirms BB+ Bond Rating ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' long-term and underlying rating (SPUR) on the Tangipahoa Parish Hospital Service District No. 1, La.'s series 2003A and 2009A revenue bonds. The district does business as North Oaks Health System (NOHS). "The outlook revision reflects NOHS' stabilizing operating profile in fiscal 2018 and unaudited 11-month interim of 2019, which has returned positive following operating losses in excess of $7 million each of the prior two years," said S&P Global Ratings credit analyst Patrick Zagar. Incremental balance sheet improvement and S&P's expectation for sustained positive operations in fiscal 2020 also support the revision to stable. NOVABAY PHARMACEUTICALS: Appoints New Director to Fill Vacancy -------------------------------------------------------------- Mark M. Sieczkarek informed the Board of Directors of NovaBay Pharmaceuticals, Inc. on July 20, 2019, that he will resign as a member of the Company's Board, with such resignation to be effective immediately. Novabay said Mr. Sieczkarek did not resign as a result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. In connection with his resignation and his prior employment with the Company, on July 20, 2019, the Company and Mr. Sieczkarek entered into a severance agreement and general release. On July 20, 2019, effective upon the resignation of Mr. Sieczkarek, the Board appointed Mr. Xiaopei (Ray) Wang to fill the vacancy on the Board resulting from the resignation of Mr. Sieczkarek. The Board further determined that such Class I vacancy resulting from Mr. Sieczkarek's resignation would become a Class II vacancy to evenly divide the directors between the Board's three classes. Therefore, Mr. Wang will be a Class II director to serve until the Company's Annual Meeting of Stockholders in 2021, subject to his prior death, resignation or removal from office as provided by law. Mr. Wang was nominated by Mr. Jian Ping Fu, the Company's largest stockholder. Mr. Wang is a non-independent member and will not serve on any committees of the Board. Mr. Wang, age 38, has served as the executive assistant of Greenwood Capital Pty Ltd. since July 2015. Mr. Wang is also currently a director of Greenwood Medical Pty Ltd. and Longford Capital Pty Ltd. Mr. Wang is particularly experienced in international trading and sales with experience in the Australian health system and medical service market. From 2005 to 2015, Mr. Wang served as the purchasing manager, sales manager and general manager of LodeStar International Pty Ltd. Mr. Wang received a bachelor's degree in Economics from Shandong University of Finance and Economics (formerly Shandong Finance Institute). There is no other arrangement or understanding between Mr. Wang and any other person pursuant to which he was appointed as a director of the Company. In connection with his service, Mr. Wang will receive the Company's standard director's compensation package. Pursuant to the terms of the Severance Agreement and subject to applicable law, Mr. Sieczkarek releases and discharges the Company and its principals, agents, officers, employees, directors, heirs, representatives, attorneys, assigns, and their insurance carriers and their agents and employees from any and all claims, demands, sums of money, actions, rights, causes of action, obligations and liabilities of every kind or nature whatsoever, whether or not such claims arose out of or are in any manner connected with or otherwise related to Mr. Sieczkarek's employment and Board service to the Company. Additionally, pursuant to the terms of the Severance Agreement and subject to applicable law, the Company releases Mr. Sieczkarek from, and agrees not to sue him, to institute, prosecute, or pursue, any claim, compliant, charge, duty, obligation, demand, or cause of action arising out of or relating to Mr. Sieczkarek's employment with or responsibilities to the Company and the termination of that employment or those responsibilities, whether presently known or unknown, suspected or unsuspected, against Mr. Sieczkarek arising from any omissions, acts, facts, or damages that have occurred up until and including the effective date of the Severance Agreement. In exchange for the foregoing release by Mr. Sieczkarek, the Company agrees to grant Mr. Sieczkarek restricted stock units from the Company's 2017 Omnibus Incentive Plan with a fair market value of $220,000 at the date of grant. Both Mr. Sieczkarek and the Company (as relates to its current Board and executive officers) have agreed to non-disparagement restrictions. Mr. Sieczkarek has seven days after signing the Severance Agreement to revoke it. About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of March 31, 2019, Novabay had $9.72 million in total assets, $8.59 million in total liabilities, and $1.12 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion 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 experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Registers $10M Worth of Securities ----------------------------------------------------------- NovaBay Pharmaceuticals, Inc., filed with the Securities and Exchange Commission a Form S-3 registration statement in connection with the offer and sale of up to $10,000,000 of any combination of its common stock, preferred stock, debt securities or warrants, either individually or in combination. The Company may also offer common stock or preferred stock upon the conversion of debt securities, common stock upon the conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants. The securities may be sold directly by the Company to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. The price to the public of those securities and the net proceeds the Company expects to receive from such sale will also be set forth in a prospectus supplement. The Company's common stock is listed on the NYSE American under the trading symbol "NBY." On July 25, 2019, the last reported sale price of its common stock was $1.12 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the NYSE American or other securities exchange of the securities covered by the applicable prospectus supplement. Prospective purchasers of the Company's securities are urged to obtain current information as to the market prices of the Company's securities, where applicable. As of July 19, 2019, the aggregate market value of the Company's outstanding common stock held by non-affiliates is approximately $10,737,910 based on 20,822,746 shares of outstanding common stock, of which approximately 9,337,313 shares are held by non-affiliates, and a per share price of $1.15 based on the closing sale price of the Company's common stock on June 19, 2019. As of July 26, 2019, during the prior 12 calendar month period, the Company has offered $360,121 of securities pursuant to a previously filed Form S-3 pursuant to General Instruction I.B.6. A full-text copy of the preliminary prospectus is available for free at: https://is.gd/LdW6W3 About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of March 31, 2019, Novabay had $9.72 million in total assets, $8.59 million in total liabilities, and $1.12 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion 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 experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Reports 2nd Quarter Net Sales of $1.8M --------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., reports net sales of $1.8 million for the three months ended June 30, 2019. Avenova sales for the second quarter of 2019 were $1.6 million, a 9% increase from the first quarter of 2019. "The increase in Avenova sales over the prior quarter is particularly impressive given the 67% reduction we made to our salesforce in March as part of a strategic shift to address the trend toward high-deductible health plans," said Justin Hall, president and CEO. "Our ability to grow Avenova sales reflects success with our strategy of deploying the remaining 15 sales representatives in territories identified as having significant prescription volume along with favorable reimbursement. "We also benefitted from the expansion of our partner pharmacy program, under which we sell Avenova at pre-negotiated unit prices and significantly reduce the negative impact of rebates. I'm pleased to report that this channel accounted for nearly half of all Avenova units sold in the second quarter, up from about one-quarter in the first quarter," he added. "We also introduced our new Avenova Direct channel whereby we are selling prescription-strength Avenova directly to customers on Amazon. We expect the greatest growth opportunity to come from this channel. "While Avenova sales grew for the quarter, we reduced operating expenses by 47% from the first quarter. This is a huge testament to the dedication of the NovaBay team," said Hall. About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, NEUTROPHASE for wound care market, and CELLERX for the aesthetic dermatology market. The Aganocide compounds, still under development, have target applications in the dermatology and urology markets. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of March 31, 2019, Novabay had $9.72 million in total assets, $8.59 million in total liabilities, and $1.12 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion 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 experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. OWENS CORNING: Moody's Rates Proposed $450MM Unsec. Notes Ba1 ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Owens Corning's proposed senior unsecured notes due 2029 in an amount of $450 million. These notes are pari passu to the company's other unsecured notes, which are rated Ba1. Proceeds from the proposed notes will be used to tender for a similar amount in aggregate of the company's 4.2% senior unsecured notes due 2022 and 7.0% senior unsecured notes 2036. Owens Corning's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and its SGL-1 Speculative Grade Liquidity Rating are not affected by the proposed transaction. The outlook is stable. Moody's views the proposed transaction as credit positive, since OC is extending its maturity profile in a leverage-neutral transaction. Its $400.0 million (originally $600 million) senior unsecured term loan matures in 2021, followed by the $280.0 million accounts receivable security facility in 2022, and then the remaining balance of its senior unsecured notes in 2022. Moody's expects OC will use free cash flow to repay its term loan. Any interest savings from the tender offers is nominal relative to OC's total cash interest payments of about $130 million per year. The following ratings/assessments are affected by the action: Assignments: Issuer: Owens Corning Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4) RATINGS RATIONALE Owens Corning's Ba1 Corporate Family Rating reflects Moody's expectation that the company will continue generate strong operating performance with adjusted EBITA margin projected to be near 12% over the next 12 to 18 months and adjusted debt-to-EBITDA at 2.6x by year-end 2020. Good fundamentals in key end markets will support growth. Further, a business profile characterized by meaningful scale and product diversity and a very good liquidity profile due to strong free cash flow and revolver availability support OC's credit profile. Its expectation of ongoing share repurchases will constrain OC's rating as capital could otherwise be deployed towards reducing debt or enhancing liquidity. The company also faces long-term uncertainty related to end-market cyclicality, though its roofing products showed resiliency during the previous downturn. The stable outlook reflects Moody's expectations that OC will follow conservative financial policies, such as leverage remaining below 3.5x, and that positive industry fundamentals will support growth over the next 18 months. The rating could be upgraded if (all ratios include Moody's standard adjustments): -- Debt-to-EBITDA is sustained below 2.5x -- EBITA margins are expected to be maintained above 12.5% -- Free cash flow-to-debt remains above 12.5% -- A very good liquidity profile is sustained -- Ongoing positive trends in end markets fuel sustained organic growth Further, OC must demonstrate that it will remain committed to an investment-grade rating, such as slowing the cadence of share repurchases while paying down acquisition-related debt. While downward rating pressure is not expected, the rating could be downgraded if: -- EBITA margins contract to near 10% -- Debt-to-EBITDA is expected to stay above 3.5x -- The company's liquidity profile significantly deteriorates The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Owens Corning, headquartered in Toledo, Ohio, is a global producer of composites and building materials systems. Products range from glass fiber used to reinforce composite materials utilized in multiple industries to insulation and roofing for residential, commercial, and industrial applications. Revenues for the 12 months ended June 30, 2019 approximated $7.0 billion. OXBRIDGE COINS: Business Revenues to Fund Proposed Plan ------------------------------------------------------- Oxbridge Coins, Inc. filed a disclosure statement relating to its chapter 11 plan of reorganization. The purpose of the Plan of Reorganization of Oxbridge is to stabilize business conditions to generate more revenue with which to pay creditors. The Plan of Reorganization provides that all Allowed Claims will be paid in full by Sept. 21, 2024, five years from the date of filing of the chapter 11 case. Class 1 consists of the unsecured debt (general commercial accounts). This class includes creditors who have a claim for any goods or services provided the Debtor for operation of its business. This also will include any allowed claim of GC that is undersecured. The total amount claimed in this class excluding the GC claim does not exceed $200,000. Each Allowed Claim in this class will accrue interest at 4.5% per annum and will be paid in full no later than Sept. 21, 2019. The source of all distributions and payments under the Plan will be revenues generated by the operation of Debtor's business. The Plan provides that the Reorganized Debtor will have the right to continue all aspects of its business during the term of the Plan. The Debtor will have the rights to enter into contracts, make purchases and sales of business assets, hire and fire employees and will otherwise operate its business without limitation within the bounds of the law and that would be inconsistent with the purposes of the Plan of Reorganization. A copy of the Disclosure Statement is available at https://tinyurl.com/yxtsmrlq from Pacermonitor.com at no charge. About Oxbridge Coins Oxbridge Coins, Inc., is a precious metals firm in San Francisco, California. The Company deals primarily in gold, silver, platinum bullion, and rare coins. Oxbridge Coins, Inc. filed a voluntary petition for reorganization under Chapter 11 of U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31040) on Sept. 27, 2018. In the petition signed by Vadim Polyak, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Dennis Montali presides over the case. Mitchell R. Hadler, Esq., at the Law Office of Mitchell R. Hadler, represents the Debtor's counsel. P-D VALMIERA GLASS: Hires Constangy Brooks as Special Counsel ------------------------------------------------------------- P-D Valmiera Glass USA Corp. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Constangy, Brooks, Smith & Prophete, LLP as special counsel for employment and labor related matters. The firm's normal hourly rates are: Partners $350 Associates $268 Paralegals $222 Jeffrey Thompson, Esq., a partner at Constangy, disclosed in court filings that his firm does not represent interests adverse to Debtor. CBSP can be reached through: Jeffrey L. Thompson, Esq. Constangy, Brooks, Smith & Prophete, LLP 230 Peachtree Street, N.W., Suite 2400 Atlanta, GA 30303-1557 Tel: 404-525-8622 Fax: 404-525-6955 About P-D Valmiera Glass USA Corp. P-D Valmiera Glass USA Corp. -- http://www.valmiera-glass.com/-- manufactures fiberglass and fiberglass products. P-D Valmiera Glass USA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-59440) on June 17, 2019. At the time of the filing, the Debtor estimated assets of between $100 million and $500 million and liabilities of the same range. The case has been assigned to Judge Paul W. Bonapfel. The Debtor is represented by Scroggins & Williamson, P.C. PEARL CITY GARAGE: Seeks Court Approval to Hire Accountant ---------------------------------------------------------- Pearl City Garage, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Amy Westfall as its accountant to review, organize and provide feedback on company financials. Ms. Westfall will charge $150 per hour for her services. Ms. Westfall disclosed in court filings that she neither holds nor represents an interest adverse to the bankruptcy estate and is a "disinterested" person under the Bankruptcy Code. The accountant maintains an office at: Amy Westfall 4427 East 56th Street Davenport, Iowa 52807 About Pearl City Garage Pearl City Garage, Inc., is a factory engaged in the business of painting and anodizing metal parts in Muscatine, Iowa. Pearl City Garage filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 19-00221) on Feb. 7, 2019. The case has been assigned to Judge Anita L. Shodeen. The Debtor is represented by Joseph A. Peiffer, Esq., at AG & Business Legal Strategies. PG&E CORPORATION: Jones Day Updates List of PG&E Shareholders ------------------------------------------------------------- In the Chapter 11 cases of PG&E Corporation and Pacific Gas and Electric Company, the law firm Jones Day filed a seconded amended report pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, to provide an updated list of its clients that are beneficial holders or investment advisers or managers for certain beneficial holders of (a) common stock in PG&E Corporation and (b) preferred stock in Pacific Gas and Electric Company. As of the date of this Second Amended Statement, Jones Day continues to represent each PG&E Shareholder in connection with the Debtors' restructuring. Jones Day does not represent the PG&E Shareholders as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any other creditor, party in interest, or other entity. As of July 23, 2019, PG&E Shareholders and their disclosable economic interests are: (1) 683 Capital Partners, LP 3 Columbus Circle, Suite 2205 New York, NY 10019 * PG&E Common Shares: 1,950,000 * Short Call Options: 100,000 * Short Put Options: 200,000 (2) Abrams Capital Management, LP 222 Berkeley Street, 21st Floor Boston, MA 02116 * PG&E Common Shares: 25,000,000 * Subrogation Claims: $72,302,208 (3) Anchorage Capital Group, L.L.C. 610 Broadway, 6th Floor New York, NY 10012 * PG&E Common Shares: 23,290,000 * Utility Bonds: $317,239,000 * DIP Loan Obligations: $22,500,000 (4) Caspian Capital LP 10 East 53rd Street, 35th Floor New York, NY 10022 * PG&E Common Shares: 3,674,375 * Utility Preferred Shares: 144,595 * Utility Bonds: $48,138,000 * DIP Loan Obligations: $10,000,000 * PG&E Revolver: $1,464,886 * PG&E Term Loan: $13,535,114 (5) Centerbridge Partners, L.P 375 Park Avenue, 11th Floor New York, NY 10152 * PG&E Common Shares: 9,624,417 * Call Options (Long Position): 600 * Call Options (Short Position): 200,600 * Utility Preferred Shares: 80,884 * Utility Revolver: $4,940,653 * Utility Bonds: $297,338,000 * Subrogation Claims: $47,968,767 (6) D.E. Shaw Galvanic Portfolios, L.L.C. D.E. Shaw Kalon Portfolios, L.L.C. and D.E. Shaw Orienteer Portfolios, L.L.C. 1166 Ave. of the Americas, 9th Floor New York, NY 10036 * PG&E Common Shares: 7,120,718 * Call Options: 564,300 * Put Options: 988,500 * Utility Bonds: $27,000,000 (7) Fidelity Management & Research Company 245 Summer Street Boston, MA 02210 * PG&E Common Shares: 12,461,820 * Utility Bonds: $298,000,000 (8) First Pacific Advisors, LP 11601 Wilshire Blvd #1200 Los Angeles, CA 90025 * PG&E Common Shares: 4,702,923 (9) Governors Lane LP 510 Madison Avenue New York, NY 10022 * PG&E Common Shares: 1,081,198 * Call Options: 600,000 * Utility Bonds: $64,025,000 (10) HBK Master Fund L.P. c/o HBK Services LLC 2300 North Field Street, Suite 2200 Dallas, TX 75201 * PG&E Common Shares: 2,024,614 * Utility Bonds: $57,400,000 * DIP Loan Obligations: $125,000,000 * Utility Revolver: $236,555,694 * Utility L/C Reimbursement: $91,691,780 (11) Knighthead Capital Management, LLC 1140 Avenue of the Americas, 12th Fl New York, NY 10036 * PG&E Common Shares: 13,654,521 * Call Options: 3,448,000 * Utility Bonds: $51,760,000 (12) Latigo Partners, LP 450 Park Avenue, 12th Floor New York, NY 10022 * PG&E Common Shares: 1,735,000 * Call Options: 1,000,000 * Utility Bonds: $27,000,000 (13) Meadowfin, L.L.C. 65 East 55th Street, 30th Floor New York, NY 10022 * PG&E Common Shares: 5,000,000 * Utility Bonds: $480,236,000 (14) Monarch Alternative Capital LP 535 Madison Ave. New York, NY 10022 * PG&E Common Shares: 2,561,610 * Utility Bonds: $21,254,000 (15) MSD Partners, L.P. 645 Fifth Ave, 21st Floor New York, NY, 10022 * PG&E Common Shares: 2,676,554 * Short Call Options: 1,700,000 * Short Put Options: 1,000,000 * Utility Bonds: $67,500,000 * DIP Loan Obligations: $75,000,000 (16) MSD Capital, L.P. 645 Fifth Ave, 21st Floor New York, NY, 10022 * PG&E Common Shares: 57,233 (17) Newtyn Management, LLC 60 East 42nd Street, Suite 960 New York, NY 10165 * PG&E Common Shares: 2,929,485 * Call Options: 200,000 (18) Nut Tree Master Fund, LP, by its investment advisor Nut Tree Capital Management, LP Two Penn Plaza, 24th Floor New York, NY 10121 * PG&E Common Shares: 2,000,000 (19) Owl Creek Asset Management, L.P. 640 Fifth Avenue, 20th Floor New York, NY 10019 * PG&E Common Shares: 4,839,349 * Subrogation Claims: $14,934,609 (20) Pentwater Capital Management LP 614 Davis Street Evanston, IL 60201 * PG&E Common Shares: 4,573,200 * Net Short Utility Bonds: $29,161,000 * Net Exposure Equity Derivatives: (3,760,000) (21) Redwood Capital Management, LLC 910 Sylvan Ave Englewood Cliffs, NJ 07632 * PG&E Common Shares: 12,981,393 * Utility Bonds: $107,962,000 (22) Sachem Head Capital Management LP 250 West 55th St., 34th Floor New York, NY 10019 * PG&E Common Shares: 4,575,000 (23) Serengeti Asset Management LP 632 Broadway, 12th Floor New York, NY 10012 * PG&E Common Shares: 1,000,000 (24) Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 * PG&E Common Shares: 13,565,173 * PG&E Common Shares Swaps: 958,827 * Utility Bonds: $296,730,666.51 * Subrogation Claims: $22,397,514.23 * Trade Vendor Claims: $8,626,980.26 * PG&E Revolver and Term Loans: $79,200,000 (25) Steadfast Capital Management LP 450 Park Avenue, 20th Floor New York, NY 10022 * PG&E Common Shares: 7,042,258 (26) SteelMill Master Fund LP c/o PointState Capital LP 40 West 57th Street, 25th Floor New York, NY 10019 * PG&E Common Shares: 5,767,048 * Long Call Options: 50,000 * Short Call Options: 100,000 * Utility Bonds: $353,985,000 (27) Stonehill Capital Management LLC 885 Third Ave., 30th Floor New York, NY 10022 * PG&E Common Shares: 4,279,971 * Short Position: 525,000 * Utility Preferred Shares: 796,633 * Utility Bonds: $28,464,000 (28) Warlander Asset Management, LP 250 West 55th Street, 33rd Floor New York, NY 10019 * PG&E Common Shares: 1,797,123 (29) York Capital Management Global Advisors, LLC 767 5th Avenue, 17th Floor New York, NY 10153 * PG&E Common Shares: 3,533,082 * Utility Bonds: $271,330,000 Counsel for PG&E Shareholders can be reached at: JONES DAY Bruce S. Bennett, Esq. Joshua M. Mester, Esq. James O. Johnston, Esq. 555 South Flower Street Fiftieth Floor Los Angeles, CA 90071.2300 Telephone: +1.213.489.3939 Facsimile: +1.213.243.2539 E-mail: bbennett@jonesday.com jmester@jonesday.com jjohnston@jonesday.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at http://bankrupt.com/misc/PGE_Corporation__3158_Rule2019.pdf 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: Terrance McGuire Resigns as Director --------------------------------------------------- Terrance McGuire tendered his resignation from the board of directors, and all Board committees, of Pulmatrix, Inc., effective July 23, 2019 prior to the Company's 2019 Annual Meeting of stockholders to be held at 11:30 a.m. ET on Sept. 6, 2019. The resignation of Mr. McGuire was not in connection with any disagreement with the Company on any matter relating to the Company's operations, policies, or practices, according to a Form 8-K filed by the Company with the Securities and Exchange Commission. 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. R SHIMON BAR: Case Summary & 14 Unsecured Creditors --------------------------------------------------- Debtor: R Shimon Bar Yokhai Cab Corp. fdba Hakotel The Wailing Wall Cab Corp. fdba H EP KJVAI Cab Corp. fdba Tel Chai Trumpeldor Cab Corp. fdba Rishon Lezion FFMIDS Cab Corp. fdba HPO Harav Kook 35 Cab Corp. fdba Ashamal Cab Corp. fdba Sienna Rain Cab Corp. fdba Zfat Tiberias Cab Corp. fdba Red Sea Dead Sea Cab Corp. 723 Hungry Harbor Road Valley Stream, NY 11581 Business Description: R Shimon Bar Yokhai Cab Corp. is a privately held company in the taxi and limousine service industry. Chapter 11 Petition Date: July 29, 2019 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Case No.: 19-75324 Judge: Hon. Robert E. Grossman Debtor's Bankruptcy Counsel: Rachel A. Parisi, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 156 W 56th St, #803 New York, NY 10019 Tel: (212) 265-6888 E-mail: raparisi@pbnlaw.com Total Assets: $1,500,000 Total Liabilities: $20,004,212 The petition was signed by Offer Harari, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb19-75324.pdf REAGOR-DYKES MOTORS: FCB Objects to Disclosure Statement -------------------------------------------------------- FirstCapital Bank of Texas, N.A., ("FCB") objects to the Modified Disclosure Statement for the First Amended Joint Plan of Reorganization for the Reagor-Dykes Auto Group. FCB points out that there is no disclosure of the fact that all vehicles have been repossessed by the various floor plan lenders and have either been sold or are in the process of being sold. FCB further points out that there is no disclosure of what service and equipment components of the dealership properties still exist in which the Debtor could utilize in any reorganization effort. FCB complains that there is no disclosure of the terms in which the Fin Ewing Group will provide consulting services. FCB asserts that the Disclosure Statement does not explain how this disparate treatment is fair and equitable and non-discriminatory. According to FCB, the Debtors have not disclosed information relative to the feasibility of the Plan. Attorneys for FirstCapital Bank of Texas, N.A.: John Massouh, Esq. SPROUSE SHRADER SMITH P.C. 701 S. Taylor, Suite 500 P.O. Box 15008 Amarillo, Texas 79105-5008 Tel: (806) 468-3300 Fax: (806) 373-3454 FAX Email: John.massouh@sprouselaw.com About Reagor-Dykes Motors Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a dealer of automobiles headquartered in Lubbock, Texas. The Company offers new and used vehicles, automobile parts, and other related accessories, as well as car financing, leasing, repair, and maintenance services. Some of its new vehicles include brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Reagor-Dykes Motors, LP, based in Lubbock, TX, and its debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Bart Reagor, managing member of Reagor Auto Mall I, LLC, general manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC, general partner. The Hon. Robert L. Jones oversees the case. Mullin Hoard & Brown, L.L.P., led by David R. Langston, Esq., is serving as bankruptcy counsel to the Debtor. BlackBriar Advisors LLC personnel is serving as CRO for the Debtor. RENNOVA HEALTH: Owes $9.94 Million to Company Director ------------------------------------------------------ Rennova Health, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company is now obligated to repay Christopher Diamantis, a director of the Company, a total of $9,937,105. As previously announced, under the settlement agreement with regard to the arbitration proceeding relating to the sale on March 31, 2016 of certain disputed accounts receivable, Rennova Health and Mr. Diamantis agreed to make a final payment of $4,937,105 on or before July 28, 2019. Mr. Diamantis made that payment on behalf of the Company on July 26, 2019. The Company and Mr. Diamantis have now complied with all of their obligations under the settlement agreement. Mr. Diamantis had previously made two payments on behalf of the Company totaling $5,000,000. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $19.43 million in total assets, $39.76 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $3.96 million in redeemable preferred stock I-2, and a total stockholders' deficit of $30.13 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. These conditions raise substantial doubt about the company's ability to continue as a going concern. RIVOLI & RIVOLI: Hires Andreozzi Bluestein as Legal Counsel ----------------------------------------------------------- Rivoli & Rivoli Orthodontics, P.C. seeks authority from United States Bankruptcy Court for the Western District of New York to hire Andreozzi Bluestein LLP as its legal counsel. Rivoli requires Andreozzi Bluestein to: a. advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession continuing to operate their businesses and properties under Chapter 11 of the Bankruptcy Code; b. prepare, on behalf of the Debtors, any necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules and other documents, and review financial and other reports to be filed in these Chapter 11 cases; c. advise the Debtors concerning, and prepare responses to, applications, motions, other pleadings, notices and other papers that may be filed and served in these Chapter 11 cases; d. advise the Debtors with respect to, and assist in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related transactions; e. advise and counsel the Debtors with respect to any sales of their assets and negotiating and prepare the agreements, pleadings and other documents related thereto; f. review the nature and validity of any liens asserted against the Debtors' property and advise the Debtors concerning the enforceability of such liens; g. advise the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; h. counsel the Debtors in connection with the formulation, negotiation and drafting of an anticipated joint plan of reorganization and related documents; i. advise the Debtors concerning executory contracts and unexpired lease assumptions, assignments and rejections and lease restructurings; j. assist the Debtors in review, estimating and resolving claims asserted against the Debtors' estates, including, but not limited to, claims of taxing authorities; k. commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtors, protect assets of the Debtors' Chapter 11 estates or otherwise further the goals of completing the Debtors' successful reorganization and/or any potential sale of assets or negotiation of new investment in Debtors' business; l. provide general corporate, litigation, tax and other non-bankruptcy services as requested by the Debtors; and m. appear in Court on behalf of the Debtors as needed in connection with these Chapter 11 cases for or on behalf of the Debtors. Andreozzi Bluestein's hourly rates are: Daniel F. Brown Partner $350 Ruth R. Wiseman Special Counsel $250 Melissa A. Brennan Paralegal $175 Daniel F. Brown, partner at the law firm of Andreozzi Bluestein LLP, attests that his firm has no connection with the Debtors, with any creditor or with any other party-in-interest, or with any respective attorneys and is a disinterested person, within the meaning of the Bankruptcy Code Section 101(14). The firm can be reached through: Daniel F. Brown, Esq. ANDREOZZI BLUESTEIN LLP 9145 Main Street Clarence, NY 14031 Tel: 716-633-3200 Fax: 716-565-1920 E-mail: dfb@andreozzibluestein.com About Rivoli & Rivoli Orthodontics, P.C. Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com-- offers orthodontic services with locations in Spencerport, Rochester, Webster, and Brockport New York. Rivoli & Rivoli Orthodontics, P.C. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-20627) on June 21, 2019. In the petition signed by Peter S. Rivoli, president, the Debtor estimated $233,492 in assets and $1,778,831 in liabilities. Daniel F. Brown, Esq. at Andreozzi Bluestein LLP is the Debtor's counsel. RIVOLI & RIVOLI: Seeks to Hire Gelsomino & Company as Accountant ---------------------------------------------------------------- Rivoli & Rivoli Orthodontics, P.C. seeks authority from the U.S. Bankruptcy Court for the Western District of New York to hire Gelsomino & Company CPA's as its accountant. Rivoli requires Gelsomino to: (a) prepare federal and state tax returns; (b) provide bookkeeping and accounting services; (c) review and analyze financial information prepared by the Debtor; (d) assist in the preparation of projections and other financial information in connection with the Debtor's anticipated plan of reorganization; and (e) assist in preparing monthly operating reports. Philip Gelsomino II, the firm's accountant who will be primarily responsible for providing services to the Debtor, will charge $350 per hour for his services. Mr. Gelsomino disclosed in court filings that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Philip C. Gelsomino, II Gelsomino & Company CPA's 3001 Brockport Road Spencerport, NY 14559 About Rivoli & Rivoli Orthodontics, P.C. Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com-- offers orthodontic services with locations in Spencerport, Rochester, Webster, and Brockport, N.Y. Rivoli & Rivoli Orthodontics filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-20627) on June 21, 2019. In the petition signed by Peter S. Rivoli, president, the Debtor estimated $233,492 in assets and $1,778,831 in liabilities. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, is the Debtor's counsel. ROBERT MILLER: $289K Sale of Nantucket Condo Unit 120 Approved -------------------------------------------------------------- Judge Stephen L. Johnson of the U.S. Bankruptcy Court for the Northern District of California authorized Robert Clark Miller's sale of the real property located at 1 Miller's Lane, Unit 120, Nantucket, Massachusetts, also known as Condominium Unit No. 120, Nantucket Inn at Nobadeer Condominium Association, to VTT Holdings, LLC for $288,570. A hearing on the Motion was held on July 17, 2019 at 2:00 p.m. The Debtor is authorized to execute the Joinder Contingency in the Purchase and Sale Agreement attached to the Motion, in order to enable the DIP to sell the Subject Property as part of the Nantucket Inn at Nobadeer Condominium Association's sale of all condominium units to VTT for $30 million. The Debtor is authorized to close the sale transaction free and clear of certain claims of lien and other interests of Koanala Management Corp., a Connecticut Corporation (dissolved) ("KMC") with consent, with the understanding that Robert S. Agnello, successor in interest to KMC will receive a payment of $16,595 out of escrow. Upon the closing of escrow, the title company will wire all remaining sale proceeds for deposit in the trust account with the DIP's counsel. All the Sale Proceeds will remain in the trust account with the Debtor's counsel until such time as a subsequent order of the Court authorizes further disbursements. The stay of the sale order provided by Bankruptcy Rule 6004(h) is waived. The DIP is authorized to pay any and all closing costs, and all related escrow fees upon the close of escrow from the sale proceeds, as identified in the Motion and Notice and Opportunity for Overbid, and to adjust said disbursements per the revised purchase price and any changes that accrued via per diem rates and the passage of time. Robert Clark Miller sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 18-52639) on Nov. 29, 2018. The Debtor tapped Matthew D. Metzger, Esq., at Belvedere Legal, PC as counsel. ROBERT SIMMONS: $5.2K Sale of Remaining Personal Property Approved ------------------------------------------------------------------ Judge Edward J. Coleman, III of the U.S. Bankruptcy Court for the Southern District of Georgia authorized Robert Simmons, Jr., DDS, PC, to sell remaining personal property located at103 East General Stewart Way, Hinesville, Goergia to Dr. Adam Hagan for $5,200. The sale is "where is, as is." The proceeds of the sale will be made payable to the first priority lien holder Ameris Bank to pay against the outstanding secured debt of the Debtor. All other liens against the Equipment, including but not limited to Marlin Business Bank, Bankers Healthcare Group and Cadence Bank, are avoided and cancelled. About Robert Simmons, Jr., DDS, PC Robert Simmons, Jr., DDS, PC owns and operates a dental clinic in Hinesville, Georgia. It offers an array of dental services, including preventive dentistry, children's dentistry, cosmetic dentistry, and restorative dentistry. The Debtor sought Chapter 11 protection (Bankr. S.D. Ga. Case No. 19-40478) on April 1, 2019. The case is assigned to Judge Edward J. Coleman, III. In the petition signed by Robert Simmons, Jr., CEO, the Debtor disclosed total assets at $547,343 and $2,201,109 in total debt. The Debtor tapped J. Michael Hall, Esq., at Hall & Navarro, LLC as counsel. SAMSON OIL: Names Nicholas Ong as Director & Corporate Secretary ---------------------------------------------------------------- Nicholas Ong was appointed to replace Denis Rakich as director and corporate secretary of Samson Oil & Gas Limited on July 22, 2019. Mr. Ong is the managing director of Minerva Corporate Pty Limited. He is also a director of Tianmei Beverage Group Corp Ltd, Vonex Ltd, Helios Energy Ltd, Black Star Petroleum Ltd, Arrow Minerals Ltd, White Cliff Minerals Ltd, and CoAssets Limited, and acts as company secretary for White Cliff Minerals Ltd and Love Group Ltd. Mr. Ong also acts as non-executive chairman of Black Star Petroleum Ltd. From 2011 to 2016, Mr. Ong was a commercial director at Excelsior Gold Ltd., a public exploration and mining firm. Mr. Ong is a member of the Governance Institute of Australia and holds a Master of Business Administration from the University of Western Australia and a Bachelor of Commerce from Murdoch University. He also holds graduate diplomas of Applied Finance and Investments and Applied Corporate Governance from the Securities Institute of Australia and the Governance Institute of Australia, respectively. Mr. Ong was a principal adviser at the Australian Securities Exchange in Perth. While at the ASX, Mr. Ong oversaw the listing of over 100 companies to the official list of the ASX. Mr. Ong executed an Engagement Letter with Minerva and the Company dated April 30, 2019, accepting the positions of director and secretary of the Company. Pursuant to the Engagement Letter, Mr. Ong will serve in his position at the Company for a period of 12 months, subject to extension. Mr. Ong will be paid AUS$80,000 per year for his services as director and secretary of the Company. On July 22, 2019, Mr. Denis Rakich resigned as a director and corporate secretary of Samson Oil. About Samson Oil Samson Oil & Gas Limited -- http://www.samsonoilandgas.com/-- is an independent energy company primarily engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties. Its principal business is the exploration and development of oil and natural gas properties in the United States. The Company's registered office is located at Level 16, AMP Building, 140 St Georges Terrace, Perth, Western Australia 6000. Its principal office in the United States is in Denver, Colorado. Samson Oil incurred a net loss of $6.03 million for the year ended June 30, 2018, following a net loss of $2.76 million for the year ended June 30, 2017. As of March 31, 2019, Samson Oil had $33.93 million in total assets, $41.57 million in total liabilities, and a total stocholders' deficit of $7.63 million. Moss Adams LLP, in Denver, Colorado, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Oct. 15, 2018, on the Company's consolidated financial statements for the year ended June 30, 2018, stating that the Company is in violation of its debt covenants, has suffered recurring losses from operations, and its current liabilities exceed its current assets. These conditions raise substantial doubt about its ability to continue as a going concern. SEARS HOLDINGS: Judge Threatens to Appoint Examiner in Lampert Row ------------------------------------------------------------------ Soma Biswas, writing for The Wall Street Journal, reported that Judge Roberts Drain of the U.S. Bankruptcy Court for the Southern District of New York threatened to appoint an examiner to resolve disputes involving the new company controlled by Edward S. Lampert, former leader of Sears Holding Corporation. Mr. Lampert's Transform Holdco LLC purchased the best-performing Sears stores out of chapter 11 in March, the Journal related. According to the Journal, Judge Robert Drain gave a deadline for Transform and the Sears chapter 11 estate to reach agreements about how much money they owe each other under Transform's $5.2 billion deal to take over hundreds of Sears and Kmart stores. Judge Drain said he would appoint an examiner at the expense of both entities if they can't reach an agreement on their outstanding issues. He said they should have resolved their differences months ago, the Journal further related. Dueling lawsuits were filed in recent weeks as the old Sears prepares to settle up with creditors, the Journal noted. The old Sears is seeking a court order to force Mr. Lampert to pay it more than $200 million to hold up his end of the store-acquisition deal, the Journal said. The old Sears said the money belongs to the bankruptcy estate and that Transform has held up paying $28.5 million of cashed checks for five months since the deal's close, the Journal added. The adversary proceeding is captioned SEARS HOLDINGS CORPORATION, et al., Plaintiffs, v. EDWARD SCOTT "EDDIE" LAMPERT, et al., Defendants, Adv. Proc. No. 19-08250 (RDD). Mr. Lampert is represented by: Philip D. Anker, Esq. Noah A. Levine, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 Telephone: (212) 230-8800 Facsimile: (212) 230-8888 Email: philip.anker@wilmerhale.com noah.levine@wilmerhale.com About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. SEDGWICK CLAIMS: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of Sedgwick Claims Management Services, Inc. following the company's announcement that it plans to acquire York Risk Services Holding Corp., a New Jersey-based third party administrator of workers' compensation and other property and casualty claims. Moody's has also assigned a B2 rating to a new $1.1 billion first-lien term loan that Sedgwick is issuing to help fund the acquisition. The rating agency has affirmed the B2 ratings on Sedgwick's existing first-lien revolving credit facility (being upsized to $400 million) and term loan. The outlook for Sedgwick is stable. The main funding sources for the pending transaction will be the new $1.1 billion term loan and equity rolled over by York's owners, including majority owner Onex Partners and other parties. These proceeds will be used to repay York's existing debt, pay related fees and expenses and add cash to the balance sheet. The parties expect to complete the transaction in the third quarter of 2019. RATINGS RATIONALE Sedgwick's ratings reflect its diverse client base, broad product and geographic spread, and strong historical organic revenue growth, according to Moody's. As a service provider to large US corporations, insurance companies and self-insured entities, the company's workers' compensation and casualty business lines provide recurring earnings due to long-term contracts with clients, relatively high switching costs for clients, and a stable cost structure. With access to York's expertise and public entity and middle-market corporate customer base, Sedgwick gains additional scale and sales channel opportunities in the higher-margin workers' compensation and casualty TPA businesses, while reducing the proportion of its business in lower-margin property loss adjusting. These strengths are tempered by Sedgwick's high financial leverage, modest interest coverage, and modest free-cash-flow-to-debt ratio. Sedgwick is also subject to execution and integration risk related to its pending acquisition of York and its 2018 acquisition of Cunningham Lindsay. Moody's expects integration costs and higher interest expense to reduce Sedgwick's free cash flow over the next few quarters. Pro forma for the acquisition, Moody's estimates that Sedgwick's debt-to-EBITDA ratio will be around 8x, with (EBITDA - capex) interest coverage around 1.25x and a weak free-cash-flow-to-debt ratio. These metrics include Moody's accounting adjustments for operating leases, pensions, run-rate earnings from acquisitions and certain other non-recurring items. Moody's expects the company to reduce its debt-to-EBITDA ratio to below 7.5x and improve its free cash flow metrics over the next several quarters through EBITDA growth and debt repayment. Factors that could lead to a rating upgrade include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio exceeding 4%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio remaining below 2%. Moody's has affirmed the following ratings (with loss given default (LGD) assessments): Corporate family rating at B3; Probability of default rating at B3-PD; $400 million (including $100 million increase) senior secured first-lien revolving credit facility maturing in December 2023 at B2 (LGD3); $2.3 billion senior secured first-lien term loan maturing in December 2025 at B2 (LGD3). Moody's has also assigned the following rating (with LGD assessment): $1.1 billion seven-year senior secured first-lien term loan at B2 (LGD3). The outlook for Sedgwick is stable. The senior secured credit facilities are also available to Sedgwick affiliate Lightning Cayman Merger Sub, Ltd. Sedgwick also maintains an $890 million unsecured term loan maturing December 2026 that was privately placed with lenders who are not affiliated with the equity owners. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Sedgwick is the largest insurance claim service provider in the US based on revenue. The company processes claims for a wide range of insurance product lines including workers' compensation, general liability and disability. It is also a leading global provider of property insurance loss adjusting, claims management and other risk management services to insurance and reinsurance companies, self-insured corporations and government agencies. The company operates in over 900 locations in 65 countries. Sedgwick generated revenues of approximately $2.7 billion for the 12 months through March 2019. SELECT MEDICAL: S&P Rates New Senior Unsecured Notes 'B-' --------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '6' recovery rating to Select Medical Corp.'s proposed senior unsecured notes. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default and results in a 'B-' issue-level rating, two notches below the 'B+' issuer credit rating. Select Medical plans to use the proceeds from the notes for general corporate purposes, which might include refinancing its existing debt. S&P's ratings on Select continue to incorporate its significant exposure to government reimbursement risk and the fragmented and competitive nature of its industry, which features limited barriers to entry. Partially offsetting these factors are the company's good scale (about $5 billion of annual revenue), geographic diversity (operates across 47 states and the District of Columbia), and market position in critical illness recovery hospitals (also known as long-term acute care [LTAC] hospitals) as one of the largest operators in the U.S. (as measured by the percentage of beds). Select's largest business--its specialty hospital division (includes critical illness recovery and inpatient rehabilitation)--derives nearly 50% of its revenue from Medicare. Moreover, the operating pressures in this division, stemming from wage inflation in particular and a shortage of specialized nurse practitioners required for the treatment of higher-acuity patients, have led to increased labor costs. S&P believes the reimbursement pressures facing Select and its peers remain elevated, but it acknowledges that the company has addressed the recent regulatory changes by reviewing its patient mix. In October 2015, Medicare introduced new patient criteria to tighten eligibility standards for the reimbursement of LTAC services at the higher LTAC-specific rate, with a second phase set to be implemented in 2019 or 2020 (company specific). Select has shifted its patient mix to be fully compliant with the criteria, and S&P expects the second phase to have no or only minimal impact on the company's business. "We expect Select's adjusted debt leverage to generally remain between 4x and 5x over the next two years while its funds from operations to debt stays between 11% and 13%. Although the company's debt leverage is stretched for the current rating category, we believe that it will be able to reduce its leverage over the next year through EBITDA expansion and modest debt repayment," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Select Medical's capital structure will comprise a $450 million secured revolving credit facility due 2024, a $1.15 billion senior secured term loan due 2025, an incremental $400 million term loan due 2025, and $500 million in senior unsecured notes due 2026. -- S&P assumes the revolver will be 85% drawn, with LIBOR of 250 basis points at default, following a covenant breach. -- S&P's simulated default scenario contemplates a default in 2023 stemming from a significant decline in reimbursement rates and a reduction in visits due to economic deterioration. -- Given the company's market leading position in many of its services and in the geographic regions in which it operates and the continued demand for its services, S&P believes Select would remain a viable business and would therefore reorganize rather than liquidate in the event of a payment default. -- Consequently, S&P has used an enterprise value methodology to gauge recovery prospects. S&P valued the company on a going-concern basis using a 5.5x multiple of its projected EBITDA at default, which is consistent with the multiple used for similar companies. -- S&P estimates that for Select to default, EBITDA would need to decline to about $279 million–-a significant deterioration from its base case forecast. Simulated default assumptions -- Contemplated year of default: 2023 -- EBITDA at emergence: $279 million -- EBITDA multiple: 5.5x -- Unadjusted gross enterprise value: $1.5 billion Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.5 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to secured creditors: $1.5 billion -- Senior secured debt claim: $1.9 billion -- Recovery expectations: 70%-90% (rounded estimate: 75%) -- Value available to unsecured creditors: $0 million -- Unsecured debt claim: $991 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Ratings List Select Medical Corp. Issuer Credit Rating B+/Stable/-- New Rating Select Medical Corp. Senior Unsecured US$500 mil nts due 2026 B- Recovery Rating 6(0%) SELECTA BIOSCIENCES: Inks 25,078 SF Office Lease in Massachusetts ----------------------------------------------------------------- Selecta Biosciences, Inc., entered into a lease with BRE-BMR Grove LLC on July 23, 2019, pursuant to which the Company agreed to lease approximately 25,078 rentable square feet of office and laboratory space located on the first floor of 65 Grove Street, Watertown, Massachusetts. The term of the Lease is estimated to begin on March 10, 2020 and end on April 30, 2028. The Lease provides that base rent for the Premises will be $137,929 per month, or $66.00 per square foot annually, subject to an annual upward adjustment of 3% of the then current rental rate, starting on the first anniversary of the first payment of rent under the Lease, and other potential adjustments based on the Company's utilization of certain tenant improvement allowances. Rent payments under the Lease will commence on the later of (i) May 1, 2020, and (ii) one month after the term of the Lease commences if the term commences after March 31, 2020. As previously disclosed, the terms of the Company's existing lease agreements for its laboratory and office space located at 480 Arsenal Way, Watertown, Massachusetts and 75 North Beacon Street, Watertown, Massachusetts each expire in March 2020. About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://www.selectabio.com-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of March 31, 2019, Selecta Biosciences had $62.48 million in total assets, $47.66 million in total liabilities, and $14.81 million in total stockholders' equity. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SHALE SUPPORT: U.S. Trustee Forms 5-Member Committee ---------------------------------------------------- The U.S Trustee on July 29 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Shale Support Global Holdings LLC and its affiliates. The committee members are: (1) Coyote Logistics, LLC 2545 Diversity Ave., 3rd Floor Chicago, IL 60647 Attn: Jason Rice (773) 365-6731 (2) Trinity Industries Leasing Company 2525 N. Stemmons Freeway Dallas, Texas 75207 Attn: Scott Ewing (214) 589-6531 (3) J. Patrick Lee Construction 200 Longstreet Ln. Picayune, Mississippi 39466 Attn: J. Patrick Lee (601) 916-2319 (4) Retif Oil & Fuel, LLC 1840 Jutland Drive Harvey, Louisiana 70058 Attn: Ryan Retif (504) 349-9109 (5) Tidewater Logistics Operating, LLC 550 Bailey Avenue, Suite 100 Fort Worth, Texas 76102 Attn: Scott Spence (817) 412-1292 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Shale Support Shale Support Global Holdings, LLC -- https://shalesupport.com/ -- is a privately owned, vertically integrated proppant supplier to the exploration and production sector of the oil and gas industry. Their proppants are comprised of monocrystalline sand (i.e., "frac sand") designed to keep an induced hydraulic fracture open to enhance oil and gas product recovery in unconventional shale deposits. On July 11, 2019, Shale Support Global Holdings, LLC, and seven affiliates sought Chapter 11 protection (S.D. Tex. Lead Case No. 19-33884). Shale Support Global disclosed total assets of $3,150,225 and $127,899,025 as of May 31, 2019. The Hon. David R. Jones is the case judge. The Debtors tapped Greenberg Traurig, LLP, as counsel; Alvarez & Marsal as financial advisor; Piper Jaffray & Co. as investment banker; and Donlin, Recano & Company, Inc., as claims agent. SHARING ECONOMY: Incurs $25 Million Net Loss in First Quarter ------------------------------------------------------------- Sharing Economy International Inc. filed with the U.S. Securities and Exchange Commission on July 25, 2019, its quarterly report on Form 10-Q reporting a net loss of $25.04 million on $1.89 million of revenues for the three months ended March 31, 2019, compared to a net loss of $4.86 million on $2.56 million of revenues for the three months ended March 31, 2018. As of March 31, 2019, the Company had $21.7 million in total assets, $10.88 million in total liabilities, and $10.82 million in total stockholders' equity. At March 31, 2019 and Dec. 31, 2018, the Company had cash balances of approximately $316,000 and $782,000, respectively. The Company's working capital decreased by approximately $10,812,000 to ($256,000) at March 31, 2019 from approximately $10,556,000 at Dec. 31, 2018. The Company has historically funded its capital expenditures through cash flow provided by operations and bank loans. The Company intends to fund the cost by obtaining financing mainly from local banking institutions with which it has done business in the past. The Company believes that the relationships with local banks are in good standing and it has not encountered difficulties in obtaining needed borrowings from local banks. Going concern The Company had a loss from continuing operations of approximately $25,049,000 for the three months ended March 31, 2019. The net cash used in operations were approximately $603,000 for the three months ended March 31, 2019. Additionally, during the three months ended March 31, 2019, revenues, substantially all of which are derived from the manufacture and sales of textile dyeing and finishing equipment, decreased by 26.4% as compared to the three months ended March 31, 2018. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for twelve months from July 25, 2019 (the date of this report). The Company may seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from bank loans, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. Management believes that these matters raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/fOEBf5 About Sharing Economy Headquartered in Jiangsu Province, China, Sharing Economy International Inc. -- http://www.seii.com/-- is engaged in the manufacture and sales of textile dyeing and finishing machines and sharing economy businesses. Given the headwinds affecting its manufacturing business, Sharing Economy continued to pursue what it believes are high growth opportunities for the Company, particularly its new business divisions focused on the development of sharing economy platforms and related rental businesses within the company. These initiatives are still in an early stage and are dependent in large part on availability of capital to fund their future growth. The Company did not generate significant revenues from its sharing economy business initiatives in 2018. Sharing Economy reported a net loss of $42.08 million for the year ended Dec. 31, 2018, compared to a net loss of $12.92 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Sharing Economy had $46.34 million in total assets, $10.90 million in total liabilities, and $35.43 million in total stockholders' equity. RBSM LLP, New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit that raise substantial doubt exists about Company's ability to continue as a going concern. SINTX TECHNOLOGIES: Expects to Hire Investment Banking Firm ----------------------------------------------------------- SINTX Technologies, Inc., issued a press release providing a broad overview of the Company, its technologies, and the commercial opportunities ahead. Overview- "SINTX leads in advanced silicon nitride ceramics and related technologies," said Dr. Sonny Bal, president and CEO of SINTX. "The Company has over 134 original, peer-reviewed scientific publications, conference proceedings, or patent publications; and 87 technical and scientific presentations at professional conferences, a remarkable achievement for any company. These activities have validated the advantages of silicon nitride, and expanded the opportunity beyond spinal implants." Medical Devices- Since the sale of the spinal implant business to CTL Amedica in October 2018, the Company has had increasing orders for replenishments for existing banks as well as for new implant banks. The Company is collaborating with CTL Amedica's Product Development team to design and launch new spinal implants. The Company also provides sales support, surgeon education, and regulatory assistance, in anticipation of new product launches, and sales in new territories such as Australia. Spinal implant technology is supported by several clinical reports, including the SNAP lumbar study, and a large-scale multi-center review of clinical data pertaining to silicon nitride. All findings to date confirm earlier basic science research, and are being published in peer journals. Clinical data will also support CTL's application for sales of silicon nitride spinal devices in Japan later this year. The opportunity in silicon nitride dental implants is especially relevant, with enhanced bone growth, and the resistance of silicon nitride to oral bacteria. The Company is developing ceramic implants in projects funded by global dental companies, and, expects to announce a partnership with one or more such parties by year-end. In hip and knee arthroplasty, recent work has confirmed the corrosion resistance of silicon nitride femoral heads developed by the Company. The ability to apply silicon nitride onto complex orthopaedic metal geometries, with enhanced bone formation and microbial resistance, is a key differentiator. The development of PMMA-silicon nitride composites for the infected arthroplasty market is another opportunity, and the Company is working with external partners toward regulatory approval. Non-Medical Uses- The Company hired Don Bray, a seasoned industry executive, as vice president of business development, to identify new opportunities outside the medical space. The Company produces one of the toughest silicon nitride formulations known, with new variations under development to address high temperature and high pressure applications. From commodity items such as industrial fasteners, bushings, and valves to addressing more complex demands of hypersonic missile radomes, aerospace, air-conditioning systems, beverage dispensers, touch-screen glass, and agribusiness fungicides, the Company has the expertise and skill to address a diversity of opportunities. Research & Development- Recent R&D achievements include laser-sintering of silicon nitride onto metals, glass, oxide ceramics, and polymers, as well as ceramic-polymer, ceramic-metal, and PMMA-polymer composites. These innovations allow the advantages of silicon nitride across different material platforms. Others have taken notice; independent work from China and a European academic-industry consortium have corroborated the Company's findings. The Company is committed to a robust R&D program, and continues its relationship with Piezotech of Japan, under the guidance of consulting scientist Professor Pezzotti. Because of its R&D, the Company was the first to 3-D print medical grade silicon nitride; the first to show anti-pathogenic properties and demonstrate the underlying mechanisms; the first to develop silicon nitride-polymer composites; the first to laser-bond silicon nitride to metal; and the first to braze titanium alloys to silicon nitride. The expansion of commercial opportunities is a direct result of these advancements. Finances- SINTX has steadily decreased its cash burn rate and has cash on hand with no debt. Commercial operations are not generating break-even or profitable cash flow as yet. Additional financing and/or a strategic investment will be necessary. The Company is in strategic discussions targeted at enhancing shareholder value, and expanding its technology platform for the opportunities ahead. The Company expects to retain specific investment banking expertise to identify strategic options that maximize value for its shareholders. Future Outlook SINTX Technologies claims to be a world leader in the development of silicon nitride ceramics, with a portfolio of scientific output and technological innovations. These have opened a wide range of commercial opportunities, and interest from outside partners. The Company is highly visible at industry meetings, forums, and peer venues. With a differentiated technology platform, the Company expects multiple revenue sources in the future. "Given the breadth of opportunities, we are very optimistic going forward," said Dr. Bal. About SINTX Technologies SINTX Technologies -- https://ir.sintx.com -- is an OEM ceramics company that develops and commercializes silicon nitride for medical and non-medical applications. The core strength of SINTX Technologies is the manufacturing, research, and development of silicon nitride ceramics for external partners. The Company presently manufactures silicon nitride spinal implants in its ISO 13485 certified manufacturing facility for CTL-Amedica, the exclusive retail channel for silicon nitride spinal implants. The Company reported a net loss attributable to common stockholders of $22.55 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $9.32 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $10.25 million in total assets, $3.48 million in total liabilities, and $6.77 million in total stockholder's equity. Tanner LLC, in Salt Lake City, Utah, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 8, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and negative operating cash flows and needs to obtain additional financing to finance its operations. These issues raise substantial doubt about its ability to continue as a going concern. SLIGO PARKWAY: Court OK's Plan Outline; Sept. 12 Plan Hearing Set ----------------------------------------------------------------- Bankruptcy Judge Thomas J. Catliota approved Sligo Parkway LLC and Edward Woody's fifth amended disclosure statement referring to its fifth amended plan dated May 30, 2019. August 29, 2019 is fixed as the last day of filing written acceptances or rejections of the Plan and the last day for filing and serving written objections to confirmation of the Plan. Sept. 12, 2019, at 10:00 a.m. is fixed for the hearing on confirmation of the Plan to take place in Courtroom 3E of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770. As previously reported by the Troubled Company Reporter, the Debtor and its management have successfully concluded a negotiation with Deutsche Bank and have established value parameters for the liens that are asserted against the Debtor's property. A full-text copy of the Fifth Amended Disclosure Statement dated May 30, 2019, is available at https://tinyurl.com/y54p2hc8 from PacerMonitor.com at no charge. About Sligo Parkway Sligo Parkway listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple interest in a property located at 415 Firestone Drive Silver Spring, Maryland 20906, valued at $842,204. The Debtor previously sought bankruptcy protection on July 9, 2015 (Bankr. D. Md. Case No. 15-19754). The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 17-20745) Aug. 9, 2017, listing $842,229 in total assets and $1.12 million in total liabilities. The petition was signed by Edward Woody, managing member. Judge Thomas J. Catliota presides over the case. Richard S. Basile, Esq., at Richard Basile, Esq., serves as the Debtor's counsel. SOLUTIONS BY DESIGN: Unsecureds to Get $31K in Monthly Payments --------------------------------------------------------------- Solutions By Design, Inc., filed an amended Chapter 11 Plan and accompanying amended disclosure statement proposing that general unsecured creditors will get 11 monthly payments of $2,606 each and one final payment of $2,616, commencing on month 19 until year 2022. The total payout amount is $31,282. Class 2 Insiders are impaired. Claimants will receive 100% payment of the amount owed only after payment in full of all other creditors as per the terms of the Chapter 11 Plan. Holders of Class 2 claims will receive 17 monthly payments of $3,610 each and one final payment of $3,630.00 commencing on month 31 until year 2023. The total payout amount is $65,000. Payments and distributions under the Plan will be funded by the continued operation of the business of the Debtor. A full-text copy of the Amended Disclosure Statement dated July 18, 2019, is available at https://tinyurl.com/y4rnzds8from PacerMonitor.com at no charge. The Amended Plan was filed by Nilda M. Gonzalez-Cordero, Esq., in Guaynabo, Puerto Rico, on behalf of the Debtor. About Solutions By Design Solutions By Design Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-06886) on Nov. 28, 2018, disclosing under $1 million in assets and liabilities. The case has been assigned to Judge Brian K. Tester. The Debtor is represented by Nilda M. Gonzalez Cordero, Esq., at Gonzalez Cordero Law Offices. SOUTHERN GENERAL: A.M. Best Affirms B-(Fair) Fin. Strength Rating ----------------------------------------------------------------- AM Best has revised the outlooks to positive from stable and affirmed the Financial Strength Rating of B- (Fair) and the Long-Term Issuer Credit Rating of "bb-" of Southern General Insurance Company (SGIC) (Marietta, GA). The Credit Ratings (ratings) reflect SGIC's balance sheet strength, which AM Best categorizes as adequate, as well as its weak operating performance, limited business profile and marginal enterprise risk management. The revision of the outlooks to positive reflects the improvement in operating performance in recent years that are the result of underwriting initiatives to improve rate adequacy and risk selection. Although the expense ratio remains elevated compared with the composite, it has been on a downward trend and is a contributing factor to the improved underwriting performance. Risk-adjusted capitalizations remain adequate, mostly due to historically unfavorable reserve development and elevated, although improving, leverage measures. Furthermore, the company has a limited scale of operations. SGIC's business profile is limited due to its product offering and geographic concentration of risk. SOVRANO LLC: Aug. 27 Hearing on Disclosure Statement ---------------------------------------------------- A hearing to consider the approval of the Disclosure Statement explaining the Chapter 11 Plan of Sovrano, LLC, et al., is scheduled for August 27, 2019 at 9:30 a.m. before the Honorable Edward L. Morris, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Northern District of Texas-Fort Worth Division, 501 West Tenth Street, Room 204, Fort Worth, Texas 76102. Objections to the adequacy of the information contained in the Disclosure Statement must be filed by August 19, 2019. About Sovrano LLC Sovrano, LLC is a private equity group specializing in lower middle-market investments. Based in Fort Worth, Texas, the company invests in the food services or restaurant industry. In 2015, Sovrano acquired Gatti's Pizza, a pizza chain founded in 1969. Sovrano and its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex., Lead Case No. 19-40067) on Jan. 4, 2019. The Hon. Edward L. Morris is assigned to the cases. In the petitions signed by Kyle C. Mann, vice chairman, Sovrano estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The Debtors tapped Kelly Hart & Hallman LLP as their bankruptcy counsel. SPAR BUSINESS: Rodgers Opposes Approval of Plan, Disclosures ------------------------------------------------------------ Maceo Rodgers, as a creditor and the lead Plaintiff in the Rodgers, et. al. v. SPAR Business Services, Inc., et. al., filed an objection to Spar Business Services, Inc.'s disclosure statement and the confirmation of its plan. Rodgers complains that the Debtor's disclosure statement lacks any information regarding the financial structure of the reorganized Debtor or the management of the reorganized Debtor. In particular, Debtor has not disclosed how it proposes to obtain working capital to fund the plan and begin operations. Further, Debtor has failed to identify any individuals who will manage or operate the reorganized Debtor. As a result, approval of the Disclosure Statement must be denied. Debtor also fails to appropriately outline the adequacy of its capital structure. A review of the Disclosure Statement and Debtor's Plan reveals that the Debtor will need at least $900,000 of working capital to fund the plan and begin operations. However, Debtor has not revealed the amount or source of funds for its capital structure. In fact, Debtor's representative, Robert Brown, testified at his Bankruptcy Rule 2004 Examination that the Debtor will start looking for sources of funds after the Rodgers Collective and other interested parties file their Objections to Confirmation on Friday, July 19, 2019. This posture by the Debtor is both contrary to the purpose of a Disclosure Statement and prejudicial to creditors who are trying to determine the feasibility of the Debtor's Plan. Debtor is treating the plan confirmation process as if it were applying for a business license. Debtor will not begin looking for financing, retain key management, purchase necessary equipment, or purchase technology until after its plan is confirmed. All of these factors must be analyzed before a plan can be confirmed. Debtor has not shown, by preponderance of the evidence, that its plan is feasible. It is respectfully requested that confirmation of the Chapter 11 Plan as proposed by Debtor be denied. A copy of Rodgers' Objection is available at https://tinyurl.com/y5urz8lc from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that the treatment of unsecured claims has been modified in the new plan and disclosed that the Debtor has requested to estimate the claims of the Clothier Plaintiffs' and the Rodgers Plaintiffs. A copy of the Disclosure Statement is available at https://tinyurl.com/y3afch88 from Pacermonitor.com at no charge. Attorneys for Creditor Rodgers Collective: Brian E. Holthus, Esq. 330 S. Rampart Blvd., Ste. 380 Las Vegas, Nevada 89145 About Spar Business Services Spar Business Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-16974) on Nov. 23, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC. TIRAMISU RESTAURANT: Aug. 21 Hearing on Disclosure Statement ------------------------------------------------------------ A hearing will be held on August 21, 2019 at 10:00 a.m. or as soon thereafter, before the Honorable Mary Kay Vyskocil, United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004, Room 501, to consider approval of the disclosure statement explaining the Chapter 11 Plan of Tiramisu Restaurant, LLC. Any objections to the Disclosure Statement must be served and filed on or before August 14, 2019. About Tiramisu Restaurant 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. TSC GREEN ACRES: $900K sale of Glen Burnie Property Approved ------------------------------------------------------------ Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized TSC/Green Acres Road, LLC's sale of the real estate in Anne Arundel County, consisting of 26 lots and two open space parcels, known as Green Ridge Lane, Glen Burnie, Maryland, and are identified in Exhibit A, to Crosswind Landing, LLC for $900,000. The sale, in accordance with the terms of the Purchase and Sale Agreement, is free and clear of liens, with liens attaching only to the proceeds in the order of their priority. The Debtor is authorized to pay closing expenses, including Real Estate Commissions and recording costs as described in the Motion together with the Secured Claims of the Respondents herein up to the amount of net proceeds after Taxes and Costs of sale, including Commissions in accordance with the PASA. Following the Closing of the sale transaction, no holder of any claim will interfere with the Purchaser's title to or use and enjoyment of the subject property based on or related to any such claim, or based on any actions the Debtor may take in its chapter 11 case. Whereas the Sale is pursuant to the Debtor's confirmed Plan, pursuant to 11 USC Section 1146(a) no transfer or sales tax may be imposed as result of the sale authorized. The Debtor will file a copy of the Settlement sheet within 10 days of closing. A copy of the Exhibit A attached to the Order is available for free at: http://bankrupt.com/misc/TSC-Green_Acres_161_Order.pdf About TSC/Green Acres Road LLC Based in Columbia, Maryland, TSC/Green Acres Road LLC owns in fee simple interest subdivided lots located at 7345 Green Acres Drive, Glen Burnie, Maryland, valued by the company at $2.08 million. Its affiliate TSC/Nester's Landing is also the fee simple owner of a property located at 1915 Turkey Point Road, Baltimore County (consisting of subdivided lots) valued at $1.89 million. TSC/Green Acres Road sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-25912) on Nov. 28, 2017. In the petition signed by Gerard McDonough, trustee for AN&J Family Trust, the Debtor disclosed $2.57 million in assets and $2.6 million in liabilities. Judge Thomas J. Catliota oversees the case. The Debtor is represented by David W. Cohen Law Office. VALERITAS HOLDINGS: May Issue 4M Additional Shares to Asphire ------------------------------------------------------------- After the close of business on July 26, 2019, Valeritas Holdings, Inc. filed a Registration Statement on Form S-1 with the Securities and Exchange Commission to register only 4,000,000 shares of the aggregate potential additional shares of common stock that the Company may issue to Aspire Capital Fund, LLC pursuant to the Purchase Agreement to reflect the results of the Company's May 2019 Annual Stockholders Meeting vote. As previously disclosed, the Company entered into a common stock purchase agreement dated as of June 11, 2018 with Aspire Capital. The Purchase Agreement provides that, subject to the terms and conditions of the Purchase Agreement, Aspire Capital is committed to purchase up to an aggregate of $21.0 million of shares of common stock, par value $0.001 per share, over the approximately thirty-month term of the Purchase Agreement. In connection with the Purchase Agreement, on June 29, 2018, the Company filed a Registration Statement on Form S-1 (File No. 333-226018) to register the sale of up to 10,000,000 Shares (500,000 shares on a post-reverse stock split basis). However, due to the rules of the Nasdaq Capital Market, certain limitations were placed on the Company's ability to freely sell the Shares to Aspire Capital. Originally, the aggregate number of Shares that the Company was able to sell to Aspire Capital under the Purchase Agreement could in no case exceed 4,726,383 Shares (236,319 shares on a post-reverse stock split basis) (which is equal to 19.99% of the common stock outstanding on the date of the Purchase Agreement) unless certain conditions were satisfied, including shareholder approval to issue Shares above the 19.99% limit. Accordingly, at the Company's 2019 Annual Meeting of Stockholders, held on May 16, 2019, the Company's stockholders voted to remove the 19.99% limitation and approve the issuance of up to $21.0 million of shares of Common Stock to Aspire Capital in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), subject to a floor price of $1.00 per share. The Registration Statement has not been declared effective by the SEC. A full-text copy of the Form S-1 prospectus is available for free at: https://is.gd/EnZ0Lj About Valeritas Holdings Valeritas -- http://www.valeritas.com/-- is a commercial-stage medical technology company focused on improving health and simplifying life for people with diabetes by developing and commercializing innovative technologies. Valeritas' flagship product, V-Go Wearable Insulin Delivery device, is a simple, affordable, all-in-one basal-bolus insulin delivery option for patients with type 2 diabetes that is worn like a patch and can eliminate the need for taking multiple daily shots. V-Go administers a continuous preset basal rate of insulin over 24 hours, and it provides discreet on-demand bolus dosing at mealtimes. It is the only basal-bolus insulin delivery device on the market today specifically designed keeping in mind the needs of type 2 diabetes patients. Headquartered in Bridgewater, New Jersey, Valeritas operates its R&D functions in Marlborough, Massachusetts. Valeritas incurred a net loss of $45.92 million in 2018, following a net loss of $49.30 million in 2017. As of March 31, 2019, Valeritas had $59.59 million in total assets, $58.12 million in total liabilities, and $1.46 million in total stockholders' equity. Friedman LLP, in East Hanover, New Jersey, the Company's auditor since 2016, issued a "going concern" opinion in its report dated March 5, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. VERSO PAPER: S&P Affirms 'B+' ICR on Term Loan Repayment -------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on U.S.-based paper producer Verso Paper Holdings LLC as the company is pursuing strategic alternatives in addition to seeking a new Chief Executive Officer (CEO). At the same time, S&P revised its financial risk assessment on the company to significant from aggressive. S&P's affirmation of the 'B+' rating reflects Verso's improved debt leverage at below 2x due to the repayment of nearly all of its funded debt. The affirmation also reflects uncertainty about the company's strategic direction given its recent announcement that it has re-engaged Houlihan Lokey Capital Inc. to assist in identifying and evaluating a range of potential strategic alternatives. The possibilities include a merger, joint venture, partnership, business combination, stock repurchase, recapitalization, sale, distribution, transfer or other disposition, or acquisition of assets or equity interests. The company is also conducting a search to identify and retain a permanent CEO as the former CEO departed in April 2019. The stable outlook reflects S&P's view that Verso will continue to gradually shift toward more specialty products, a segment that is seeing positive growth trends, while maintaining substantial market share in the coated freesheet segment. The rating agency forecasts the company to end 2019 with leverage of 1.5x-2.0x EBITDA, which incorporates adjustments for pension liabilities. The company is exploring strategic alternatives for the business, and S&P will assess any transaction or change to the capital structure at the time it occurs. "We would lower our rating if debt to EBITDA trends toward 3x, which could occur if the company's strategic alternatives result in a recapitalization and additional debt of at least $320 million added to the balance sheet. We could also lower the rating if paper demand and pricing materially underperform our forecast, and we believed that the weakened profitability would not be recaptured due to shifting long-term market dynamics," S&P said. This could occur if forecast EBITDA declines by at least 40% with current debt levels, according to the rating agency. "We believe an upgrade is unlikely over the next 12 months. However, we could raise the rating to 'BB-' if Verso accelerates its transition toward papers with specialty and packaging applications, either internally or by acquisition. We believe this would enable the company to offset the long-term secular decline in commodity paper grades that continue to be a material proportion of the business," S&P said, adding that a higher rating would require its confidence that Verso will maintain a relatively conservative financial policy, and maintain a leverage profile of 1.5x-2.0x debt to EBITDA and interest coverage of 10x-15x, taking into account any future shareholder rewards or debt-financed transactions. VIANT MEDICAL: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded Viant Medical Holdings, Inc.'s Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded Viant's senior secured first lien credit facility ratings to B2 from B1 and the secured second lien term loan rating to Caa2 from Caa1. The outlook is stable. The downgrade of ratings reflects weakened liquidity profile and increased financial leverage of the company as it executes full integration of Advanced Surgical and Orthopedic business acquired from Integer Holdings Corporation in July 2018. The company's leverage was approximately 7.3 times at the end of March 2019 and Moody's expects leverage will remain above 6 times for the next 12 to 18 months. Moody's also estimates that the company's access to external funds will remain limited in the next 12 months. Approximately $41 million of the company's $70 million revolver was already drawn at the end of March 2019. Ratings downgrades: Viant Medical Holdings, Inc. Corporate Family Rating to B3, from B2 Probability of Default Rating to B3-PD, from B2-PD $70 million senior first lien revolving credit facility to B2 (LGD3), from B1 (LGD3) $500 million senior secured first lien term loan to B2 (LGD3), from B1 (LGD3) $225 million secured second lien term loan to Caa2 (LGD5), from Caa1 (LGD5) The outlook is stable. RATINGS RATIONALE Viant's B3 Corporate Family Rating reflects the company's high financial leverage following the debt-financed acquisition of the Advanced Surgical and Orthopedics business ("AS&O") from Integer Holdings Corporation in July 2018. Moody's expects that the company's debt/EBITDA will remain high, above 6 time in the next 12-18 months. The company's ratings are constrained by the integration risks associated with the integration of AS&O business which nearly doubled the company's revenues. Viant also faces high customer concentrations as three customers represent more than 40% of revenues. The company's rating benefits from a diversified product portfolio across multiple therapeutic areas and stable demand for contract manufacturing services. Given regulatory constraints, the switching costs for the company's customers is high. Moreover, Viant's profits are less exposed to market conditions because the company's customers bear majority of production volume variability. The stable outlook reflects Moody's expectation that the company will generate positive free cash flow in the next 12 months, largely as it reverses a recent build up in inventory and cash integration costs ease. Moody's expects that the company will use free cash flow to reduce revolver borrowings. Nevertheless, the company's leverage is likely to stay above 6 times in the next 12-18 months. Ratings could be upgraded if the company successfully integrates its AS&O business acquisition without stressing its liquidity and reduces its leverage over time. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 6 times while maintaining a good liquidity profile. Ratings could be downgraded if liquidity weakens further, free cash flow remains negative, the company incurs meaningful contract losses, or if operating performance deteriorates. Headquartered in Foxborough, MA, Viant is an outsourced manufacturer of medical devices serving a broad range of therapeutic areas including cardiovascular, orthopedics and advanced surgical. Viant is owned by affiliates of JLL Partners and Water Street Healthcare Partners. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. W.E.N.I.M.M LLC: Unsecureds to Get 20% from Quarterly Net Revenue ----------------------------------------------------------------- W.E.N.I.M.M. LLC and Gallindo Property Management LLC filed a small business disclosure statement referring to its chapter 11 plan. W.E.N.I.M.M. LLC and Gallindo Property Management LLC are Arizona Limited Liability Companies. WENIMM operates an AAMCO franchise on land leased from Gallindo located at 8825 N. Black Canyon Hwy., Phoenix, Arizona. Under the plan, general unsecured creditors in Class 3 will receive 20% of the Debtors' quarterly net revenue for three years commencing two years after the Confirmation Date. Payments and distributions under the Plan will be funded by the Debtors' business operating income, the Line of Credit, and contributions from the Members, as necessary. The proposed Plan has the following risks: The Debtors operate a franchise. Financial events that negatively impact the franchisor could negatively impact the Debtors' business operations. The Debtors' business operations are also dependent upon skilled labor, which has proven difficult to attract and retain in the past, and may prove difficult to attract and retain in the future. A copy of the Disclosure Statement is available at https://tinyurl.com/y6ctkllc from Pacermonitor.com at no charge. About Gallindo Property Management Based in Phoenix, Arizona, Gallindo Property Management LLC (Bankr. D. Ariz. Case No. 19-01010) and its affiliate, W.E.N.I.M.M. LCC (Bankr. D. Ariz. Case No. 19-01013) filed voluntary Chapter 11 petitions on January 29, 2019. Gallindo Property Management is a privately held company engaged in activities related to real estate. W.E.N.I.M.M is an operator of automotive parts, accessories, and tire store. The Gallindo case is assigned to Hon. Daniel P. Collins, while the W.E.N.I.M.M case is assigned to Madeleine C. Wanslee. The Debtors are represented by Shelton L. Freeman, Esq., at Freeman Law PLLC, in Scottsdale, Arizona, and Patrick M. Jones, Esq., at PMJ PLLC, in Chicago, Illinois. At the time of filing, Gallindo had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. At the time of filing, W.E.N.I.M.M had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The petitions were signed by Wendel Waggoner, manager. The United States Trustee advises the Bankruptcy Court that a committee under 11 U.S.C. Sec. 1102 has not been appointed in the Chapter 11 case of W.E.N.I.M.M. LCC because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. WESTJET AIRLINES: Fitch Assigns BB-(EXP) First Time Ratings ----------------------------------------------------------- Fitch Ratings has assigned WestJet Airlines, Ltd first-time ratings of 'BB-(EXP)'. The ratings also apply to WestJet, an Alberta Partnership (WestJet's primary operating subsidiary), and to Kestrel Bidco, Inc. (a newly formed parent company that will own 100% of WestJet Airlines following the completion of the acquisition by Onex). Fitch has also assigned WestJet's proposed secured term loan and revolving credit facility ratings of 'BB+ (EXP)'. Final ratings are contingent upon the completion of the acquisition by Onex and successful debt issuance in line with management's current expectations. WestJet's 'BB-(EXP)' rating reflects significantly higher debt following its purchase by private equity sponsor Onex, along with likely lower levels of liquidity following the transaction, and near to intermediate term execution risks involved with the evolution of the company's business model. Other risks include the recent unionization of several of WestJet's employee groups and the exposure to fuel prices and exogenous shocks that are inherent in the airline industry. The Positive Outlook is contingent upon WestJet's ability to successfully execute on the strategic initiatives that it is undertaking, including material growth of its widebody operations and the maturation of its ultra-low cost segment. The Positive Outlook also reflects Fitch's expectations that the company will pay down a material amount of transaction-related debt over the rating horizon. Failure to do so would likely lead to an Outlook revision. Offsetting near-term risks around leverage and execution are WestJet's long history of profitability, sizeable market share in a largely duopolistic market, and low cost structure. Fitch believes some of the risks from the LBO are lessened by Onex's relatively conservative approach compared with other LBOs. KEY RATING DRIVERS High but Declining Leverage: Fitch expects WestJet to end 2019 at around 4.7x total adjusted debt/EBITDAR up from 4.2x at YE 2018. Fitch consider snear-term leverage to be high for the 'BB-(EXP)' rating. However, Fitch expects leverage to trend towards the mid-to-upper 3x range by 2021 as leverage comes down through a combination of top line growth and declining debt balances. Fitch expects the company to utilize much of its free cash flow (FCF) over the next several years to pre-pay the term loan, and return to more manageable debt levels. This will be partially offset by higher lease equivalent debt as Fitch expects the company to utilize sale-leasebacks to fund its aircraft deliveries through the forecast period. Nonetheless, Fitch expects leverage to decline materially from post transaction levels over the next 24-36 months. Failure to bring leverage down would likely cause Fitch to revise the Outlook to Stable. Deleveraging fits with WestJet's track record of maintaining a conservative capital structure, which led the company to maintain investment grade quality metrics for much of the past decade. Evolving Strategy Creates Uncertainty: WestJet's transformation into a network carrier and an operator of a separate ultra-low cost carrier (ULCC) creates significant uncertainty over the next two to three years. The need to execute its initiatives and the higher near-term financial risks are the primary constraints on WestJet's rating. Should these initiatives perform well over the next 18-24 months, the rating could be upgraded. One of WestJet's strengths is its consistent profitability. However, Fitch is less confident in WestJet's ability to maintain that consistency as its business model continues to evolve. Fitch believes that both Swoop and WestJet's international growth make strategic sense over the long term, particularly given the company's limited ability to continue to grow as a point-to-point low-cost carrier in the Canadian market. Nevertheless, WestJet's growth strategy remains a near-term risk. International Widebody Operations: WestJet took a prudent path when it entered the trans-Atlantic markets; first flying narrow-bodies to Dublin via St. John's and then by bringing in used 767s at a low initial investment. The decision to purchase 10 787s represents a material increase in risk due to the capital investment required for the aircraft, and the need to attract sufficient premium traffic to make operations consistently profitable. Early 787 operations are somewhat lower risk since WestJet is deploying its new aircraft on markets where it established a presence and a track record with its 767s. Fitch views future international growth as potentially carrying more risk since WestJet has a limited established presence outside of markets like London and Dublin. Importantly, WestJet is not pursuing a "long-haul, low-cost" strategy, rather it is following a more traditional model by outfitting its 787s with business class and premium economy seats and offering services that command premium ticket prices. This strategy carries some uncertainty as it depends on WestJet's ability to win over business travellers, but Fitch believes that WestJet's approach is preferable to "long-haul, low-cost" which has a very limited track record of success. WestJet entered into a firm order for 10 787-9s in 2017 with an option to purchase up to another 10. The first three 787s were delivered in 1Q19. Three more are scheduled to arrive in 2020 and the remaining four will be delivered in 2021. The company will likely begin making decisions on the 10 options starting in 2020. Start-up of Swoop: The start-up phase of WestJet's ULCC, Swoop, carries execution risks. Possible challenges include drains on management's resources particularly as WestJet looks to execute on other strategic initiatives, and potential cannibalization effects, although overlap between the Swoop and WestJet networks will likely remain limited. Despite the challenges, Fitch views WestJet's investment in Swoop as a logical defensive move that is being implemented in a prudent way. Until the last few years, Canada remained one of the few major aviation markets that had no real ULCC presence. This dynamic was threatened as several start-up ULCCs, including companies like Flair and Enerjet, announced their intentions to challenge Air Canada and WestJet. In response, WestJet created Swoop, which operates as a completely separate airline from WestJet and maintains a much lower cost structure. Fitch believes that Swoop and Air Canada's Rouge, along with certain dynamics inherent in the Canadian market (high airport costs, geographic challenges), will make it difficult for ULCC challengers to gain a foothold in Canada in the same way that they have in other regions. There is also potential upside for Swoop if the airline is able to attract cost-conscious Canadian travellers that currently cross the border to fly on US ULCCs out of airports like Buffalo, NY and Bellingham, WA. Swoop currently has a fleet of 7 737-800s that were previously operated by WestJet. By year-end 2019 Swoop will grow to 10 aircraft, representing less than 5% of WestJet's total fleet. WestJet has not announced plans to grow Swoop beyond 10 aircraft at this time, but may do so depending on its initial results. Solid Market Position: WestJet is the number two airline in a duopolistic market. Air Canada and WestJet together carry 90% of domestic Canadian traffic and 70% of US/Canada trans-border traffic, with WestJet holding 37% and 21% of those markets, respectively. WestJet has an even more meaningful presence in Western Canada and holds a 55% market share in its home hub of Calgary. Fitch believes that WestJet will be able to maintain or grow its share due to its competitive fares and cost advantage compared with its main competitors. WestJet's stage-length adjusted cost per available seat mile (CASM) is some 17% below Air Canada's. Its competitive position also benefits from the growth of its regional and widebody operations, which increase WestJet's network utility. Sizeable and defensible positions in key markets are key to driving airline profitability and Fitch views WestJet's position as a meaningful credit positive. Supportive Near-term Operating Environment: Fitch expects the demand environment for Canadian airlines to remain positive over the next year to 18 months. WestJet reported positive unit revenue growth in both 1Q19 and 4Q18. The 2Q18 and 3Q18 were weak due to the pilot strike threats, setting WestJet up to report solidly positive results in 2Q19 and 3Q19. Domestic capacity growth from WestJet and Air Canada is likely to be manageable as Air Canada plans only modest ASM growth, while WestJet will shrink domestic capacity slightly, supporting higher yields. Canadian traffic has grown steadily since the past recession as a growing economy and increasing network utility of the major airlines have led to a significant increase in Canadian flights per capita. Fitch's outlook is tempered by the length of the current expansion combined with risks stemming from global trade disputes that could disrupt economic growth and dent travel demand, though Fitch has not included a downturn in its base case forecast. Track Record of Profitability: Prior to 2Q18, WestJet reported positive net income for 52 straight quarters. Its stable profit generation spanned both the 2008/2009 recession and the 2015/2016 recession in WestJet's home province of Alberta. Consistent profitability differentiates WestJet from most peers as the airline industry is both highly cyclical and seasonal. WestJet's 2018 results were well below normal, including the net loss that it reported in 2Q18. However, 2018's performance was partly driven by a confluence of one-time factors including threats of a pilot strike, rapidly rising fuel costs and start-up costs related to Swoop. Fitch calculates WestJet's 3/31/2019 LTM EBIT margin at 3.7%, down from 10.2% in 2017. Fitch expects profitability to improve in 2019, driven by a solid revenue environment and passing the anniversary of last year's pilot strike issues. However, margins in Fitch's forecast remain below historical levels. Margins in Fitch's forecast are influenced by its expectations for the unit revenue environment to remain modest in the next one to two years and the dilutive effects of WestJet's long-haul expansion and Swoop, which may only partially be offset by lower unit costs. Wage pressures are also a factor as WestJet absorbs costs involved with the unionization of several of its work groups. Pending JV with Delta: Fitch views WestJet's pending transborder JV with Delta as a meaningful tool to improve the company's competitive position. Assuming the joint venture is approved, Delta and WestJet will be able to act in unison to coordinate schedules and pricing on US-Canada flying, to closely align their frequent flyer programs and to co-locate at airports. The partnership effectively broadens WestJet's route network in the US and is another step in its efforts at becoming a global airline. Delta has a long history of successfully operating international joint ventures having established partnerships with Air France/KLM, Virgin Atlantic, and Aeromexico. The Delta JV also opens the possibility that WestJet will be able to establish future partnerships with Delta's other partner airlines, which would help as WestJet works to establish its international presence in new markets. Fleet Financing: WestJet is planning to fund its upcoming aircraft deliveries through sale-leasebacks (SLB) representing a change from its prior strategy of maintaining a primarily owned fleet. At year-end 2018 nearly 77% of WestJet's fleet was owned. SLBs have the benefit of freeing up near-term cash to pay down the term loan or to maintain liquidity, but they add to the company's fixed cost base. Engaging in SLBs is credit negative compared with WestJet's history of buying aircraft with cash and maintaining an unencumbered asset base, particularly since its existing unencumbered planes will be pledged as part of the security package for the term loan. However, the sale-leaseback market remains extremely attractive for airlines right now due to heavy competition among lessors, particularly for good quality collateral like WestJet's 787-9s, meaning that the company will at least benefit from favorable lease rates. 737 MAX Exposure: Fitch views Westjet's exposure to the MAX grounding to be a near-term risk (it operates 13 737 MAXs representing 10% of capacity and 15% of the collateral package). The company suspended its 2019 financial guidance in March 2019, and has partly mitigated the capacity reduction by aggressively managing its remaining fleet. Fitch believes its strategy of delaying seat reconfigurations, amending maintenance schedules, and operating without spares may not be sustainable should the grounding carry on for a prolonged period. Further, the company may be in a good position to negotiate concessions from Boeing due to its large existing fleet and future order book. DERIVATION SUMMARY WestJet's 'BB-(EXP)' rating is one notch below its primary domestic competitor, Air Canada, and is in line with American Airlines, Latam, and Azul. The one-notch difference between WestJeT and Air Canada reflects WestJet's higher near-term leverage, and relative size. Those factors are partially offset by WestJet's favorable cost structure, its relatively young and fuel efficient fleet, and its plans to de-lever over time. WestJet compares favorably with other 'BB-' rated airlines. Pro-forma for the transaction, Fitch believes that WestJet's leverage will remain better than American's or Azul's, and WestJet has better prospects for improving financial metrics over the next several years than other 'BB-' issuers. WestJet also benefits from a much more conservative financial strategy than American Airlines. As such, WestJet's ratings could be upgraded over the next 18-24 months. Among US carriers, WJET could also be compared with JetBlue, which also has a business model that is somewhere between either the traditional LCC or network carrier models. JetBlue's 'BB' rating reflects superior profitability, leverage, and FCF metrics compared to WestJet, which are partially offset by WestJet's market share in its home country. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Continued modest economic growth in Canada and the U.S. driving sustained growth in demand for air travel. - Jet fuel prices remaining roughly in line with current levels through the forecast period. - WestJet's capacity grows in the mid-to-high single digits annually through the forecast period. - WJET chooses to use cash above its target liquidity levels to prepay debt under the term loan - WestJet's purchase by Onex proceeds as expected. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Total adjusted debt/EBITDAR at or below 3.5x (estimated to hit around 4.7x post acquisition) - FFO fixed charge coverage at or above 3x - EBIT margins increasing towards 10% (providing evidence that the company's strategic initiatives are being implemented effectively) - Maintenance of liquidity above 20% of LTM revenues - The company works to re-build its base of unencumbered assets Developments That May, Individually or Collectively, Lead to Negative Rating Action - Total adjusted debt/EBITDAR remaining above 4.5x - FFO fixed charge coverage trending towards 2x - Adoption of more aggressive financial policies such as slowing the planned pace of debt repayment or maintenance of lower liquidity balances. - Debt-financed M&A activity. LIQUIDITY AND DEBT STRUCTURE Pro-forma Debt Structure: WestJet and Onex plan to fund the transaction via a new USD1,955 million TLB along with CAD542 million in rollover loans owed to Export Development Canada (EDC), and CAD1,649 million in new equity. The term loan allows for incremental facilities (either in the form of term loans or increased sizing on the revolver) subject to a minimum collateral coverage ratio of 1.25x Prior to the transaction WestJet also maintained a variety of individual loans secured by aircraft, one series of unsecured notes, and an unsecured term loan, all of which will be paid off using a combination of WestJet's balance sheet cash or new debt. Term Loan Security: The TLB will be secured by 'substantially all valuable assets of the Borrowers and Guarantors', which includes 92 aircraft (excludes the company's Q-400 turboprops and leased aircraft), cash, A/R, aircraft deposits, spare engines, parts, real estate, and ground service equipment. Fitch rates the term loan and revolver two notches above the corporate rating. The two-notch uplift is supported by high levels of overcollateralization and highly liquid collateral. The term loans also benefit from collateral that is eligible for treatment under the Cape Town Convention in Canada.. 63% of the collateral value consists of good quality aircraft including 737-800s and 737-700s, which Fitch considers to be highly liquid. The collateral pool also includes 12 737 MAX 8s. Although the MAX program is going through highly publicized problems, Fitch ultimately expects that the grounding will be a temporary issue, and that there will be limited long-term impact to MAX values. Even if the MAX values were impaired, they make up a manageable 15% of the total collateral value. Additionally, if the MAX troubles were to be prolonged that would likely support secondary market values for the other narrowbody aircraft in the collateral pool. The company has the ability to release collateral from the collateral pool as long as the collateral coverage ratio remains above 1.25x, and so long as cash and equivalents constitute no more than 15% of the total collateral. Healthy Liquidity: Following the transaction, WestJet plans to hold roughly CAD600 million in cash on the balance sheet plus full availability on its USD350 million revolver, which will equate to a little more than 21% of LTM revenue. As a percentage of revenues, WestJet's liquidity will be above several of its major peers. Pro-forma liquidity is also viewed as healthy in light of the company's manageable debt maturity schedule over the next several years and lack of pension obligations. However, liquidity under Onex' ownership will be weaker than it was prior to the acquisition. WestJet's prior policy was to maintain cash and equivalents of at least 30% of LTM revenues, which represented a meaningful protection against near-term liquidity needs such as a business downturn or spike in fuel prices. WestJet will have essentially no unencumbered assets following the LBO. Prior to the transaction the company had 78 unencumbered aircraft, which would have provided for a sizeable source of liquidity that could have been tapped in the event of a downturn. Debt maturities through the early 2020s consist of principal amortization on the company's EDC loans and a 1% annual principal amortization under the TLB, which combined total roughly CAD89 million per year. WITTER HARVESTING: Demott Auction Sale of 4 Vehicles Approved ------------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized Witter Harvesting, Inc.'s sale of the following four vehicles: (i) 1997 Dodge truck (W31), VIN 3B7KF23D7VM513137; (ii) 1979 Ford (W7) (cracked frame), VIN R80DVDD0035; (iii) 1984 Ford (W9), VIN 1FDYU90X3EVA27109, and (iv) 2009 Freightliner (W46), VIN 1FUJGEDR89LAE4448. A hearing on the Motion was held on July 23, 2019 at 1:30 p.m. The Debtors may sell the Vehicles at the general auction sale being conducted by Demott Auction on July 27, 2019. All funds received from the sale of the Vehicles will be placed in the Debtor's DIP Account and reported on the Monthly Operating Report. In addition, the Debtor is authorized to pay the auction fees to Demott Auction from the sale proceeds. About Witter Harvesting Witter Harvesting Inc. provides agricultural and crop harvesting services in Okeechobee, Fla. Witter Harvesting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14063) on March 29, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Mindy A. Mora. The Debtor tapped Kelley & Fulton, PL, as its bankruptcy counsel. XENETIC BIOSCIENCES: Anson Funds Et Al. Report 9.8% Equity Stake ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of 260,000 shares of common stock of Xenetic Biosciences, Inc. as of July 17, 2019, representing 9.8 percent of the shares outstanding: * Anson Funds Management LP * Anson Management GP LLC * Bruce R. Winson * Anson Advisors Inc. * Amin Nathoo * Moez Kassam This percentage is determined by dividing 260,000 by 2,652,227, which represents the Common Stock issued and outstanding as of July 17, 2019, as reported in the Issuer's Prospectus filed with the SEC on July 19, 2019. This Schedule 13G relates to the Common Stock of the Issuer purchased by a private fund to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (the "Fund"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Fund and may direct the vote and disposition of the 260,000 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 260,000 shares of Common Stock held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 260,000 shares of Common Stock held by the Fund. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 260,000 shares of Common Stock held by the Fund. A full-text copy of the regulatory filing is available for free at: https://is.gd/ecd176 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 the Company's ability to continue as a going concern. ********* 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. 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