/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190911.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, September 11, 2019, Vol. 23, No. 253 Headlines 638 SENECA: Voluntary Chapter 11 Case Summary A.J. MCDONALD: Oct. 21 Hearing on Disclosure Statement ADVANCED DRAINAGE: S&P Assigns 'BB-' ICR; Outlook Stable AGPB LLC: Has Authorization to Use Cash Collateral AMERICAN ENERGY: Moody's Reviews Ca CFR for Upgrade ANCHOR GLASS: S&P Lowers ICR to 'CCC+' on Weak Credit Metrics ANNAPURNA PICTURES: Avoids Bankruptcy as Banks Take Haircut APPALACHIAN LIGHTING: Proposes $40K Unsecured Claim Fund ASHLAND GLOBAL: S&P Hikes ICR to BB+ on Divestiture; Outlook Stable ATI HOLDINGS: S&P Affirms 'B' ICR; Outlook Negative AUTOKINITON US: S&P Affirms 'B+' ICR on Acquisition-Related Debt BELEAVE INC: To Release Q1 2019 Financials by September 30 BLINK CHARGING: Will Sell $100 Million Worth of Securities BURGER BOSSCO: S&P Hikes ICR to 'CCC' After Amendment Execution C.T.W. REALTY: Wilmington Trust Objects to Disclosure Statement CADIZ INC: May Issue 1.2 Million Shares Under 2019 Incentive Plan CBL & ASSOCIATES: S&P Lowers ICR to 'B+'; Outlook Negative CHENIERE ENERGY: Fitch Affirms BB LT IDR, Outlook Stable CHICK LUMBER: Case Summary & 20 Largest Unsecured Creditors COCHRAN & PEASE: Allowed to Use Cash Collateral on Final Basis COLUMBUS MCKINNON: S&P Affirms 'BB-' ICR; Outlook Stable CRYSTAL TRANSPORTATION: Court Conditionally Approves Plan Outline DANCEL LLC: U.S. Trustee Unable to Appoint Committee DANIEL CORBETT: Appeals Court Affirms 2017 Summary Judgment Ruling DATABASEUSA.COM LLC: Plan Proposes Contribution, Sale Options DELUXE ENTERTAINMENT: Debt-to-Equity Swap to Avoid Bankruptcy DJJ ENTERPRISES: Unsecureds to Get Full Payment, Plus Interest DORIAN LPG: BW Group Has 10.6% Stake as of September 3 EAGLE ENTERPRISES: U.S. Trustee Unable to Appoint Committee EMERGE ENERGY: Oct. 24 Plan Confirmation Hearing EPIC COMPANIES: U.S. Trustee Forms 5-Member Committee FIELDWOOD ENERGY: Fitch Affirms B- IDR, Outlook Stable FIRST BAPTIST CHURCH: Lumbee Guaranty Objects to Skyline Outline FIRST BAPTIST HOUSING: Berkadia Objects to Skyline Plan Outline FORT BRAGG: Court Conditionally Approves Disclosure Statement FRED'S INC: Case Summary & 30 Largest Unsecured Creditors FRIENDS OF CITRUS: U.S. Trustee Unable to Appoint Committee FUSION CONNECT: Has Up to $275MM New 1st Lien Credit Agreement GLOBAL MINISTRIES: S&P Cuts Bond Ratings on Financial Decline GRANITE HOLDINGS: S&P Assigns 'B' ICR; Outlook Stable GREGORY TE VELDE: Trustee's $29M Sale of Assets to Maricopa Okayed H&B HOLDINGS: Seeks to Hire Maples Law as Attorney HALCON RESOURCES: U.S. Trustee Forms 2-Member Committee HIGHLAND SALONS: Hires Davis Commercial as Real Estate Broker HILL-ROM HOLDINGS: S&P Rates New $425MM Sr. Unsecured Notes 'BB' IFRESH INC: May Issue 2.3 Million Shares Under 2019 Equity Plan IMPACT GLASS: Case Summary & 20 Largest Unsecured Creditors IMPALA BORROWER: Fitch Affirms BB- Ratings on 1st Lien Term Loan IMPORT SPECIALTIES: U.S. Trustee Forms 3-Member Committee INVERNESS VILLAGE: Tulsa Hills Buying Inverness Facility for $41M INVESTMENT GROUP: Oct. 23 Hearing on Disclosure Statement IRON MOUNTAIN: S&P Rates New $800MM Senior Unsecured Notes 'BB-' JASMEN CORPORATION: Unsecureds to Get 15% in Quarterly Installments JOY ENTERPRISES: Files Chapter 11 Plan, Disclosure Statement KHRL GROUP: Willis & Wilkins Disclose Equity Holders KK SUB II: Files Chapter 11 Plan of Liquidation KNB HOLDINGS: S&P Lowers ICR to 'B-'; Outlook Negative KP ENGINEERING: U.S. Trustee Forms 5-Member Committee LAKEWAY PUBLISHERS: Hires Maneke Law Group as Special Counsel LAWRENCE GENERAL: Fitch Withdraws BB on 2017/2014A Revenue Bonds LE JARDIN HOUSE: $546K Sale of Bay Harbor Island Unit Approved LEGACY JH762: JPMorgan Objects to Disclosure Statement LEGACY RESERVES: Committee Objects to Disclosure Statement LEGACY RESERVES: Disclosure Statement Hearing Continued to Sept. 16 LEGACY RESERVES: Polsinelli Represents Equity Holders LGO TRANSPORT: Seeks to Hire David Oase as Accountant LIP INC: Case Summary & 12 Unsecured Creditors MAGEE BENEVOLENT: Unsecureds to Get Paid From Suit Recoveries MALLINCKRODT PLC: Sells BioVectra to H.I.G. for $250 Million MALLINCKRODT PLC: Settles 2 Ohio Counties' Opioid Suits for $24MM MATTDOG INC: Unsecureds to Get $37K Over 72 Months Under Plan MB REALTY: Seeks to Hire Richard Jare as Attorney MG 1226 REALTY: Seeks to Hires Rabbi Shmuel as Special Counsel MICHAEL HANCOCK: $20K Sale of Petal Property to Miller Approved MITE LLC: Oct. 30 Hearing on Disclosure Statement MJW FILMS: Diamond Family Objects to Disclosure Statement MJW FILMS: Michael Singer Objects to Disclosure Statement MJW FILMS: RMS Family Objects to Disclosure Statement MOHIN ENTERPRISES: Seeks to Hire Broege Neumann as Attorney NATIONAL MERCHANDISING: Hires Donlin Recano as Claims Agent NATURAL PRODUCTS: U.S. Trustee Unable to Appoint Committee NAUGHTON PLUMBING: Voluntary Chapter 11 Case Summary NAVICURE INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR NOSCE TE IPSUM: Case Summary & 9 Unsecured Creditors NRG ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR NUTRITION CARE: Discloses More Info on Intercompany Transactions OAKLEY GRADING: Trustee Hires Bartlett & Bartlett as Accountant ODYSSEY CHARTER: S&P Alters Outlook to Pos. on Enrollment Growth OECONNECTION LLC: S&P Affirms B- ICR After Sponsor-To-Sponsor Deal OMNIMAX INTERNATIONAL: S&P Cuts ICR to 'CCC'; Outlook Negative OXBOW CARBON: S&P Affirms BB- Issuer Credit Rating; Outlook Stable PEABODY ENERGY: S&P Affirms 'BB-' ICR on Debt-Neutral Issuance PG&E CORP: Exit Plan to Cap Wildfire Liabilities at $18 Billion PG&E CORP: Says Plan Fairly Compensates Wildfire Victims PRESTIGE WORLDWIDE: Hires Dworken & Bernstein as Special Counsel PRESTIGE WORLDWIDE: Seeks to Hire Forbes Law as Counsel PUERTO RICO: Final Bond Insurers Join PREPA Deal RELGOLD LLC: Seeks to Hire Shafer Glazer as Special Counsel ROBERTS PROPERTY: Case Summary & 2 Unsecured Creditors ROCK CREEK: Seeks to Hire McNamee Hosea as Counsel RODRIGUEZ CANO: Case Summary & 17 Unsecured Creditors RUNNIN L FARMS: Case Summary & 20 Largest Unsecured Creditors SENIOR CARE: PM Management's Transfer of Assets to Comal Approved SENIOR CARE: PM Management's Transfer of Assets to Park Valley OK'd SHRI VITTHAL: Seeks to Hire Broege Neumann as Attorney SKY-SKAN INC: Unsecureds to Get 85% Shares of Reorganized Debtor SMGR LLC: $305K Sale of Murphy's Bradenton Property Approved SMGR LLC: Hires Lomanginocre LLC as Real Estate Broker SPECIALTY BUILDING: S&P Alters Outlook to Neg., Affirms 'B' ICR STRATEGIC MATERIALS: S&P Cuts ICR to 'CCC+' on Cash Flow Deficits SYNERGY GLOBAL: Concert Promoter Liquidating in Chapter 7 T.A.J. REALTY: Seeks to Hire Meridian Investment as Realtor TIDE MILL: Case Summary & Unsecured Creditor TRIBE BUYER: Moody's Lowers CFR to B3, Outlook Stable TRIBE BUYER: S&P Lowers ICR to 'B-' on Weak Operating Performance TRIBECA AESTHETIC: U.S. Trustee Unable to Appoint Committee UNIQUE TOOL: U.S. Trustee Forms 5-Member Committee UNITI GROUP: Fitch Maintains B IDR on Rating Watch Negative USA DRILLING: U.S. Trustee Unable to Appoint Committee VEA INVESTMENTS: U.S. Trustee Unable to Appoint Committee VERITY HEALTH: Oct. 2 Hearing on Disclosure Statement VISTRA ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR VUNGLE INC: S&P Assigns 'B' Issuer Credit Rating on Blackstone LBO WAFTA PROPERTIES: Oct. 8 Hearing on Disclosure Statement WALL TO WALL: Committee Hires Arch & Beam as Financial Advisor WASHITA COUNTY PFA: S&P Cuts 2009 Tax Rev. Bonds Rating to 'BB-' WEATHERFORD INT'L: Prepack Plan Now Backed by 82% of Noteholders WEST DEPTFORD: S&P Rates New Senior Secured Debt 'BB-' WESTWIND MANOR: Warrior's $175K Sale of New Castle Parcels Approved WEYERBACHER BREWING: BB&T to Get $21K Monthly Payment WMC MORTGAGE: U.S. Trustee Objects to Disclosure Statement WMC MORTGAGE: Unsecureds to Recoup 44.4% Under Amended Plan WOW WEE: Modifies Treatment of Unsecured Claims in 1st Amended Plan [*] Ret. Judge Joan Feeney to Receive American Inns of Court Award [*] Trostle Joins Moses & Singer as Distressed Debt Group Chair ********* 638 SENECA: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 638 Seneca LLC 638 Seneca Road Great Falls, VA 22066 Case No.: 19-12992 Business Description: 638 Seneca LLC is a privately held company engaged in activities related to real estate. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Robert L. Vaughn, Jr., Esq. O'CONNOR & VAUGHN LLC 11490 Commerce Park Drive, Suite 510 Reston, VA 20191 Tel: (703) 689-2100 Fax: (703) 471-6496 E-mail: rvaughn@oconnorandvaughn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Barbara Martin, member. 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/vaeb19-12992.pdf A.J. MCDONALD: Oct. 21 Hearing on Disclosure Statement ------------------------------------------------------ The hearing to consider the approval of the Disclosure Statement explaining the Chapter 11 Plan of A.J. McDonald Company, Inc., will be held in Courtroom 1B of the U.S. Bankruptcy Court, U.S. Courthouse, 101 West Lombard Street, Baltimore, Maryland 21201, on October 21, 2019, at 11:00 AM. October 8, 2019 is fixed as the last day for filing and serving written objections to the Disclosure Statement. About A.J. McDonald Company A.J. McDonald Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25670) on Nov. 29, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Robert A. Gordon. The Debtor tapped Jeffrey M. Sirody and Associates, P.A., as its legal counsel. ADVANCED DRAINAGE: S&P Assigns 'BB-' ICR; Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Hilliard, Ohio-based Advanced Drainage Systems Inc. (ADS) and its 'BB' issue-level and '2' recovery ratings to the company's proposed senior secured term loan. Additionally, the rating agency assigned its 'B' issue-level and '6'recovery rating to the company's proposed senior unsecured notes. ADS, which acquired Infiltrator Water Technologies (IWT) on July 31 for $1.08 billion, is pursuing permanent financing consisting of a $350 million revolving credit facility (RCF) due in 2024 (unrated), $700 million first-lien term loan due in 2026, and $350 million senior unsecured notes due in 2027. Pro forma for the transaction, debt-to-EBITDA leverage will be approximately 4.2x, according to S&P. S&P's 'BB-' rating on ADS reflects the company's position as a small but leading provider in the niche thermoplastic corrugated pipes and related water management industry. The acquisition of Infiltrator, with which it formed joint ventures in the past, will increase its position as a leader in the on-site septic market, improve overall profit margins, and add about $100 million of EBITDA. S&P's ratings reflect ADS' exposure to a fragmented market with little product differentiation. The majority of ADS' sales are concentrated to pipes (about 60% post the IWT acquisition) with the remaining tied to allied products. ADS' geographic diversity is limited, with almost 90% of sales generated from the U.S. and the remainder from Mexico and Canada. The company is highly exposed to cyclical construction markets, about 50% tied to new nonresidential construction, 30% to new residential, and the rest to infrastructure and agriculture. The stable outlook on ADS reflects S&P's expectation of high-single-digit percentage revenue growth and stable EBITDA margins, keeping debt to EBITDA around 3.5x-4x over the next 12 months. The rating agency expects the IWT acquisition and steady demand in residential, commercial, and infrastructure segments will allow for synergies and increased market penetration. "We could downgrade the company over the next 12 months if leverage was sustained over 4x, which could occur if EBITDA margins deteriorated by 200 basis points (bps)," S&P said. Such a scenario could come from unexpected high inflation in resin or transportation costs due to rising crude oil prices, along with an inability to increase prices, or if volumes declined drastically due to recessionary pressures or slowing of adoption of the product, according to the rating agency. An upgrade of ADS is unlikely over the next year, however, this could happen if it sustained leverage below 3x by gaining adoption of its products through cross-selling and both U.S. Department of Transportation (DOT) and state and local approvals, which would take market share from some traditional pipe product providers, according to S&P. AGPB LLC: Has Authorization to Use Cash Collateral -------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida signed an order approving AGPB, LLC's use of cash collateral along with its budget. The approved budget provides total expenses of approximately $114,628 for the month of September; $113,751 for the monrht of October; $123,841 for the month of November; and $106,146 for the month of December. However, the amounts listed for payment of professional fees are designated as a set-aside only. Payment of professionals may occur only after approval of the professional's fee application. About AGPB LLC AGPB, LLC, which conducts business under the name, is a full-service printing and marketing company in Palm Beach Gardens, Florida. The company -- https://www.alphagraphics.com/ -- offers printing on apparel, textile products, glass, metals, papers and more. AGPB filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-23206) on Oct. 24, 2018. In the petition signed by Timothy J. Kerbs, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Erik P. Kimball presides over the case. Malinda L. Hayes, Esq., at Markarian & Hayes, is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. AMERICAN ENERGY: Moody's Reviews Ca CFR for Upgrade --------------------------------------------------- Moody's Investors Service placed American Energy -- Permian Basin, LLC's Ca Corporate Family Rating and Ca-PD/LD Probability of Default Rating on review for an upgrade. Moody's also assigned Caa2 rating to AEPB's proposed 1st lien secured notes issuance. This action follows AEPB's proposed balance sheet restructuring through which the company made a cash tender to redeem the existing 1st lien and 2nd lien notes at par, and make an exchange offer to redeem the existing senior unsecured notes for cash and equity warrants, from proceeds of the new 1st lien secured notes issuance and equity investment from sponsors. Proforma the proposed transaction, the company will also put in place a $700 million senior secured revolving credit facility at AEPB Acquisition Company, LLC, a subsidiary of AEPB. Upon the closing of the Restructuring transaction, Moody's will withdraw the ratings on all the existing rated debt including the B3 rating on the Senior Secured 1st lien notes, Caa2 rating on the senior secured 2nd lien notes and the C rating on the senior unsecured notes. "AEPB is poised to substantially reduce its debt through the Restructuring transaction and improve financial leverage through the contribution of Sable Permian Resources, LLC's (SPR) assets, substantially increasing the size and scale of AcqCo, AEPB's wholly owned subsidiary," commented Sreedhar Kona, Moody's Senior Analyst. "AEPB's improved capital structure and the overall enhanced scale of the complex is expected to give the company's ratings potentially a multi-notch uplift" A complete list of rating actions is as follows: Assignment: Issuer: American Energy - Permian Basin, LLC Proposed Senior secured 1st lien notes due 2024, Assigned Caa2 (LGD5) Placed on Review for Upgrade: Issuer: American Energy - Permian Basin, LLC Probability of Default Rating, Placed on Review for Upgrade, currently Ca-PD/LD Corporate Family Rating, Placed on Review for Upgrade, currently Ca To be Withdrawn upon the closing of the Restructuring transaction: Issuer: American Energy - Permian Basin, LLC Senior Secured First Lien Notes, B3 (LGD1) Senior Secured 2nd Lien Notes, Caa2 (LGD2) Senior Unsecured Notes, C (LGD5) Outlook Actions: Issuer: American Energy - Permian Basin, LLC Outlook changed to Rating Under Review from Negative RATINGS RATIONALE The review was prompted by Moody's expectation that the Restructuring transaction will significantly improve AEPB's credit and business profile due to the substantial equity infusion and reduction of debt, combined with the increase in size and scale improvement from the contributed SPR assets. Notwithstanding the credit profile improvement, AEPB will still be constrained by its high leverage relative to its cash flow and asset value, albeit significantly reduced from the pre-restructuring level, coupled with the absence of substantial commodity hedges beyond 2019. However, under its revolving credit facility agreement, AcqCo will be required to hedge 80% of its proved developed production for two years. AEPB's credit profile improvement hinges on its development plan to integrate and develop its legacy acreage and acreage contributed by SPR. Although AEPB's production has ramped up substantially through late 2018 and 2019, the company must further demonstrate its ability to execute on its development plan and build a track record of consistent execution post-restructuring. AEPB benefits from a substantial portion of its acreage held by production. Based on the above factors, Moody's expects AEPB's CFR to be upgraded by multiple notches at the conclusion of this ratings review. AEPB's up to$708 million senior secured notes due 2024 is rated Caa2, reflecting the expected CFR and the priority ranking of the AcqCo's $700 million borrowing base senior secured revolving credit facility (unrated) due 2024 (with a 90 days springing maturity). Moody's expects to conclude the review at the closing of the Restructuring transaction and the reduction of debt as outlined in the Restructuring proposal. If the Restructuring transaction fails to close and the company files for bankruptcy, Moody's will downgrade and withdraw the company's ratings. Independent exploration and production (E&P) companies, such as AEPB, face increasing environmental regulations on their operations, as well as limitations on where they can explore for new resources. However, as AEPB's production mix consists of a substantial portion of natural gas, a commodity which is considered environmentally less harmful from the point of view of emissions than crude oil, and a fuel that could potentially become a bridge to a low carbon world, AEPB is relatively better positioned to withstand the environmental risk. Governance risks Moody's considered in AEPB's credit profile include its private ownership by private equity firms and the potential for the company to distribute cash to its owners. AEPB's liquidity will be weak. At closing of the new issuance transaction, AcqCo will have $294 million availability under its borrowing base revolving credit facility. Moody's projects AcqCo to increase its outstanding borrowings under the revolver as the company executes on its drilling program, potentially resulting in higher outstanding balance. Under the credit agreement, AcqCo is required to maintain its total debt/EBITDAX ratio below 4x and a current ratio above 1x. Moody's expects AcqCo to maintain compliance with its financial covenants. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. American Energy -- Permian Basin, LLC (AEPB) is an independent oil and natural gas company with reserves primarily in the Southern Midland Basin within the Permian Basin of West Texas. AEPB is headquartered in Houston, TX. ANCHOR GLASS: S&P Lowers ICR to 'CCC+' on Weak Credit Metrics ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based glass packaging producer Anchor Glass Container Corp. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's $650 million first-lien term loan to 'CCC+' from 'B-' with a '4' recovery rating, and its issue-level rating on the company's $150 million second-lien term loan to 'CCC-' from 'CCC' with a '6' recovery rating. "The downgrade reflects our belief that Anchor Glass' capital structure is unsustainable given continued negative free cash flow generation and elevated leverage, along with challenged growth prospects for glass packaging. Though we expect ABL availability will allow Anchor Glass to maintain adequate liquidity over the next 12 months, negative cash flows stemming from high debt burden and planned capital expenditures (capex) will stress liquidity over time in our view," S&P said. "We expect that these factors, with high leverage, will make it increasingly difficult for Anchor Glass to service its debt in the long term." The negative outlook on Anchor Glass reflects S&P's expectation that liquidity will remain adequate over the next 12 months but will become more constrained given its negative cash flow generation as a result of the capex-heavy nature of the business, a challenged macro environment, and a large interest debt burden. S&P's outlook also reflects its expectation that Anchor's capital structure will remain unsustainable given the rating agency's forecast that leverage will remain close to 10x and interest coverage will be weak. "We could lower our ratings on Anchor if cash flow generation worsens more than we forecast, increasing debt on the ABL and limiting further liquidity sources. This could occur, for example, following a continued downturn in the company's end markets or its inability to renegotiate with key customers, eroding operating performance and continuing negative free cash generation. Also, we could lower our ratings if Anchor fails to extend the maturity of its ABL facility, maturing in December 2021, in a timely manner," S&P said. "While unlikely over the next 12 months, we could revise our outlook to stable if Anchor sustains positive cash generation. This could happen as a result of Anchor meaningfully improving operations by expanding its customer base and EBITDA margins by implementing more efficient operations, leading to leverage well below 8x on a sustained basis. Also, Anchor would need to successfully extend the maturity on its ABL facility," the rating agency said. ANNAPURNA PICTURES: Avoids Bankruptcy as Banks Take Haircut ----------------------------------------------------------- As widely reported, Annapurna Pictures, the independent Hollywood and Broadway production company founded in 2011 by Megan Ellison, has survived a bankruptcy scare after reaching a restructuring deal with lenders. According to Forbes, Annapurna failed to repay over $200 million in bank loans and was on the brink of bankruptcy. But Oracle Corp. billionaire Larry Ellison, the founder's father, convinced banks to accept 82 cents for every dollar that Annapurna owed them. Variety reported that Annapurna will not seek a new line of credit to finance its various productions, and will instead look for financing partners on a case-by-case basis, or be wholly financed by Ms. Ellison herself. Larry Ellison is the seventh richest individual in the world with a fortune estimated at $70 billion. In 2017, Annapurna secured a $350 million line of credit with J.P. Morgan serving as administrative agent and co-lead arranger with Comerica Bank. Banks in the funding lineup when it was announced were City National Bank, First Republic Bank, HSBC, MUFG Union Bank, SunTrust Bank and Wells Fargo. The $350 million line of credit was to be used for Annapurna's expansion from a producer-financer to a full-fledged studio. While its films have been critically acclaimed (52 Oscar nominations over the past eight years), the studio has struggled to produce commercial hits. The company has burned through nearly all of the credit facility, and has struggled to produce a profit in the past two years. "Restructuring deals with financial institutions is not uncommon, yet the process is usually handled without a spotlight on it," the founder wrote in a memo to employees. "Fortunately/ unfortunately, people like to write about me and my family. That said, it is of tremendous importance to me that you all know we are as committed as ever to this company and are in full support of our future." Full-Fledged Studio Indiewire recounts Annapurna got its start eight years ago as a production company and become beloved by critics and cinephiles for backing films like Kathryn Bigelow's "Zero Dark Thirty", Harmony Korine's "Spring Breakers", Spike Jonze's "Her", Paul Thomas Anderson's "The Master", and David O. Russell's "American Hustle". According to Indiewire, the company's financial woes began in full after it decided to start its own distribution arm to release its productions, beginning with Kathryn Bigelow's "Detroit." Since then, nearly every Annapurna release has been a box office bomb for the studio. Three movies released on Christmas day, Barry Jenkins' "If Beale Street Could Talk," Karyn Kusama's "Destroyer," and Adam McKay's "Vice," while critically acclaimed, all lost money at the box office. Variety reported in March that only one movie has turned a profit for Annapurna since it launched a distribution arm: Boots Riley's "Sorry to Bother You." Annapura recently released in August Richard Linklater's "Where'd you Go, Bernadette?" Annapurna's film projects in development include the Emily Blunt starrer "Not Fade Away", and a drama about Harvey Weinstein's epic fall. Annapurna also has at least 50% stake in United Artists Releasing (the joint venture between Annapurna and MGM). Bond 25 -- which has been plagued by setbacks including a director switch, and star Daniel Craig's ankle injury -- is scheduled to be released April 8, 2020 by UAR. APPALACHIAN LIGHTING: Proposes $40K Unsecured Claim Fund -------------------------------------------------------- Appalachian Lighting Systems, Inc., a/k/a ALLED, filed a Chapter 11 plan of reorganization and accompanying disclosure statement. Class 6 General Unsecured Claims are impaired. Each Holder of an Allowed Class 6 Claim shall be paid in Cash on the Initial Distribution Date, or when the respective Claim becomes an Allowed Claim pursuant to the Terms of this Plan, their respective pro rata share of the $40,0000 Unsecured Claim Fund. Class 1 Synapse are impaired. The Allowed Class 1 Claim shall be paid from the net proceeds from the IP Monetization in its order of priority, $1,660,690.33. Class 2 Bridgeway are impaired. Upon receipt of $175,000 in cash, and in consideration of the same and the right pursuant to this Plan to be paid according to its priority as a Class 2 Claim from the IP Monetization an amount not to exceed $50,000, Bridgeway shall assign to the Exit Lender all rights related to Bridgeway’s Class 2 Claim. Class 3 Innovation Works are impaired. The Allowed Class 3 Claim shall be paid from the net proceeds from the IP Monetization in its order of priority, $200,000.00. Class 4 Nissan are impaired. Nissan shall be paid if, as, when and to the extent the same is allowed, in cash. Class 5 Convenience Class are impaired. Each Holder of an Allowed Unsecured Claims in the amount of $1,000 or less, and the Claims of those Creditors who elect to reduce their claims to $1,000 by so indicating on the Ballot that accompanies the Plan shall receive on, the Initial Distribution Date, Cash in an amount equal to the lesser of seventy-five percent (75%) of (a) the Allowed Amount of such Claim, or (b) the reduced claim amount of $1,000. Class 7 K-I Parties Claims are impaired. The Allowed Class 7 Claims shall be paid from the net proceeds from the IP Monetization $1,000,000, which shall be paid only after the Holders of Allowed Secured Claims in Class 1, Class 2 and Class 3, and the Cooperating Estate Professionals, have been paid in full from the IP Monetization in accordance with the terms of the Plan; and thereafter, to the extent funds are available from the IP Monetization, proceeds from the IP Monetization will be distributed in three tranches, as follows: (a) the first tranche, of $300,000, will be paid on a 50-50 basis to the Reorganized Debtor and to the Leech Tishman Client Trust Account for the benefit of Alphonse Iagnemma, Jr., and William, a/k/a Bill Kreuer, (b) the second tranche, of $1 million, will be paid to the Reorganized Debtor; and (c) the third tranche, will be paid on a 50-50 basis to the Reorganized Debtor and to the Leech Tishman Client Trust Account for the benefit of Iagnemma and Kreuer until a total of $1 million, inclusive of the funds paid on the first tranche, have been paid to the Leech Tishman Client Trust Account for the benefit of Iagnemma and Kreuer. Class 8 Interests in Debtor are impaired. Holders of Interests in Debtor shall neither receive distributions nor retain any property under the Plan for or on account of such Interests. The Reorganized Debtor shall enter into the Exit Facility. Confirmation shall be deemed approval of the Exit Facility (including the transactions contemplated thereby, such as any supplementation to the Exit Facility, and all actions to be taken, undertakings to be made and obligations to be incurred by Reorganized Debtor in connection therewith, including the payment of all fees, indemnities and expenses provided for therein) and authorization for Reorganized Debtor to enter into and execute the Exit Facility Agreement and such other Exit Facility Documents as the Exit Lender may reasonably require, subject to such modifications as the Reorganized Debtor may deem to be reasonably necessary to consummate the Exit Facility. Reorganized Debtor may use the Exit Facility for any purpose permitted thereunder, including the satisfying of obligations under the Plan and funding ongoing working capital needs. A full-text copy of the Disclosure Statement dated September 5, 2019, is available at https://tinyurl.com/y4pcnl4c from PacerMonitor.com at no charge. Co-counsel for Debtor: Daniel A. DeMarco, Esq. Christopher B. Wick, Esq. HAHN LOESER & PARKS LLP 200 Public Square, Suite 2800 Cleveland, Ohio 44114 Telephone: (216) 621-0150 Facsimile: (216) 241-2824 E-Mail: dademarco@hahnlaw.com cwick@hahnlaw.com -- and -- Kirk B. Burkley, Esq. BERNSTEIN BURKLEY, P.C. 707 Grant Street, Suite 2200 Gulf Tower Pittsburgh, PA 15219-1900 Telephone: (412) 456-8108 Facsimile: (412) 456-8135 Email: kburkley@bernsteinlaw.com About Appalachian Lighting Systems Founded in 2007, Appalachian Lighting Systems, Inc. -- http://www.alled.co/-- specializes in the development and manufacturing process of solid-state lighting (SSL). The company makes solid-state lighting solutions for small and large area outdoor and indoor applications. These fixtures are engineered to deliver at least 150,000 hours of maintenance-free operation and to provide 70 to 90 percent energy savings compared to the traditional lights they replace. The company is based in Ellwood City, Pennsylvania, where it designs, engineers and manufactures its product. Appalachian Lighting Systems, based in Ellwood City, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-24454) on Nov. 3, 2017. In the petition signed by James J. Wassel, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Gregory L. Taddonio oversees the case. Robert O Lampl, Esq., at the Law Office of Robert Lampl, serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Alliance BioEnergy Plus, Inc. as of Dec. 3, according to a court docket. ASHLAND GLOBAL: S&P Hikes ICR to BB+ on Divestiture; Outlook Stable ------------------------------------------------------------------- S&P Global Ratings raised its issuer credit ratings on U.S.-based Ashland Global Holdings Inc. (Ashland) and subsidiaries Ashland LLC and Hercules LLC to 'BB+' from 'BB'. The outlook is stable. At the same time, S&P raised the issue-level rating on Ashland's secured revolving credit facility to 'BBB-' from 'BB+' and revised the recovery ratings on the facility to '1' from '2'. Also, it raised the issue-level ratings on Ashland's unsecured debt to 'BB' from 'BB-' and the issue-level ratings on subordinated debt at Hercules LLC to 'BB+' from 'BB'. In addition, S&P withdrew the issue-level and recovery ratings on Ashland's secured term loan A and term loan B, following their full repayment. The rating actions follow the closure of Ashland's divestiture of its composites business and its BDO facility in Marl, Germany. The composites business generated approximately $1.1 billion in sales, with EBITDA margins of about 10%, well below the rest of the company's EBITDA margins. The divestiture generated $930 million of net proceeds, which the company deployed for debt reduction. S&P views this event as favorable to credit quality mainly due to meaningfully reduced debt leverage, but also due to the increased specialty focus of the company, which it expects will lead to improved profitability. The rating agency views credit measures and financial policies as appropriate for the 'BB+' rating, and expects S&P-adjusted funds from operations (FFO) to debt of between 20% and 30% on a weighted average sustained basis. The stable outlook reflects S&P's expectation that credit measures will remain appropriate for the 'BB+' rating over the next 12 months. S&P recognizes the improvement to credit measures following the divestiture of the composites business and BDO facility and subsequent debt reduction, and it expects pro forma weighted average FFO to debt of between 20% and 30% on a sustained basis. The rating agency's base case scenario assumes that volumes will grow roughly in line with GDP, and that EBITDA margins should improve into the low- to mid-20s percentage area over the next couple of years, as the company benefits from the divestiture of the lower-margin composites business, as well as cost-reduction initiatives and improving product mix. S&P's base case assumes that financial policies remain consistent, and it does not assume any large debt-funded acquisitions or share repurchases. "We could lower the rating over the next 12 months if the company's performance deteriorated and we believed its pro forma weighted-average FFO to debt would drop and remain below 20% on a sustainable basis. This could occur if organic revenues were flat and EBITDA margins fell 400 basis points or more below our base-case expectations," S&P said. Such a scenario could occur if macroeconomic conditions deteriorated, leading to broad-based declines in volumes and pricing for Ashland's products, according to the rating agency. "We could also consider a downgrade if we believed Ashland's financial policy decisions would become more aggressive, for example, if the company pursued large debt-funded acquisitions or shareholder rewards or if an activist investor presence led to similar actions that might weaken credit measures," S&P said. In order to raise the ratings to investment grade, S&P said it would need to see further improvement in credit measures, with weighted average FFO to debt exceeding 30% on a sustained basis, as well as commitment from the company to maintain credit measures at investment grade levels. Credit measures could reach these levels if organic revenues increased by more than 5%, combined with EBITDA margins that are at least 200 basis points higher than S&P's current forecast, potentially due to better-than-expected execution of cost-savings initiatives, or an improvement in the company's market share. Before considering an upgrade, S&P said it would also need to gain more clarity regarding Ashland's financial policies and its commitment to investment grade credit measures rather than other priorities such as debt-funded acquisitions or shareholder rewards. ATI HOLDINGS: S&P Affirms 'B' ICR; Outlook Negative --------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Bolingbrook, Ill.-based physical therapy and rehabilitation service provider ATI Holdings Acquisition Inc. It also affirmed the 'B' and 'CCC+' issue-level ratings on the first- and second-lien debt, respectively. The affirmation reflects S&P's expectation that despite the lower-than-expected cash flow generation over the last few quarters, the company will continue to improve and reach break-even cash flow and about 8x leverage by the end of 2019 as a result of declining business optimization costs, better account receivables collection, and improved efficiencies from outsourcing efforts. At the same time, S&P believes the company has flexibility to preserve some cash by slowing de novo growth in the event that the operational turnaround is slower than the rating agency currently expects. S&P's affirmation also reflects ATI's operation in a highly fragmented industry with low barriers to entry, some exposure to reimbursement risk, and revenue concentration in the state of Illinois. The company's leading position as one of the nation's larger outpatient physical therapy services providers only partially offsets these factors. At the same time, S&P continues to believe the physical therapy industry faces generally favorable demand trends with the aging population and relatively stable reimbursement environment, as outpatient physical therapy is recognized as a cost efficient treatment. S&P's negative outlook reflects the risk that the company is unable to execute on the optimization of its platform to reduce costs while balancing its aggressive de novo activities and geographic diversification to states with lower reimbursement rates. "We could lower the rating to 'B-' if ATI fails to achieve cash flow breakeven, including capital spending on de novos, by the end of 2019 such that we believe it is unable to generate meaningful cash flow on a sustainable basis," S&P said. This could happen if EBITDA margin contracts by about 150 basis points from S&P's base case in 2020 due to reimbursement reduction, inability to cut costs, or failure to integrate new offices. S&P said it could consider revising the outlook back to stable if the company is able to improve its free cash flow generation to more than $15 million through increased contribution from de novo, stabilized cash collection cycle, and reduction in SG&A. AUTOKINITON US: S&P Affirms 'B+' ICR on Acquisition-Related Debt ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Autokiniton US Holdings Inc. (AGG), which is acquiring Tower International, Inc., (Tower) financed with a $400 million incremental first-lien term loan, an approximately $100 million borrowing on its upsized $200 million asset-based revolver, sponsor equity, and cash on hand. At the same time, S&P affirmed its 'B+' issue-level rating and assigned a 'B+' rating to AGG's incremental first lien. Despite a prudently financed acquisition, cash flow adequacy metrics have limited headroom for downside risk related to integration costs amid an economic slowdown, according to S&P. The affirmation reflects AGG's modest debt burden, as shown by the company's debt to EBITDA of about 3.5x-4.0x and free operating cash flow (FOCF) to debt of about 5%-10% over the next two years. As the risk of a recession rises (S&P's base-case odds are 30%-35% over the next 12 months), it limits financial flexibility to accommodate any underperformance. This is because of the exposure to a fiercely competitive auto industry marked by cyclical demand and elevated pricing pressure. Even though the company will have much larger scale (nearly three times AGG's stand-alone operations), it will lower EBITDA margins from historical levels. S&P also assumes higher operating expenses related to the acquisition integration over the next two to three years, albeit with some quick synergy realization from some workforce reduction and lack of public company costs. S&P said, "The stable outlook reflects our view that steady cash flow and lower investment requirements following large spending tied to recent launches offset risks related to acquisition integration amid a looming industrial downturn over the next 12 months." "We could lower our rating over the next 12 months if there were missteps in the acquisition integration, preventing it to occur as planned (e.g. if EBITDA margins dipped below 15%), such that sustained FOCF to debt declined below 5%. This could also occur if higher-than-expected cash outflows related to managing potential program discontinuation and relocation or the loss of key contracts, along with sudden shifts in product mix. This could also occur if the financial sponsor adopts a more aggressive financial policy, possibly including outsized dividend payouts or large debt-financed acquisitions such that debt to EBITDA approached 5.0x." "An upgrade to 'BB-' is unlikely because we still incorporate the aggressive financial policies associated with the company's ownership by its private equity sponsor into our assessment of its cash flow adequacy. We do not expect the sponsor to relinquish control over the intermediate term and this presents an overarching risk relative to higher-rated entities. An eventual upgrade could occur if we expect the sponsor ownership to dissipate, along with consistent use of a portion of the company's discretionary cash flow toward debt repayment. This would solidify our perception that the risk of releveraging (debt to EBITDA over 4.0x) is low. An upgrade could also occur if the company significantly improves its customer and geographic diversity while sustaining above-average EBITDA margins." BELEAVE INC: To Release Q1 2019 Financials by September 30 ---------------------------------------------------------- Beleave Inc. on Sept. 6, 2019, provided a status update on the management cease trade order ()MCTO") which was granted by the Ontario Securities Commission ("OSC") last month and the release of its Q1 2019 financials. As the result of a comprehensive interim review leading up to Beleave's Q4 2018 financials for the twelve months ended March 31, 2019, released on September 4, 2019, which delayed its Q1 2019 financials, the Company is announcing that it will release its Q1 2019 financials by Monday, September 30, 2019. Pursuant to the National Policy 12-203 Management Cease Trade Orders ("NP 12-203"), the Company must file bi-weekly default status reports in the form of a news release during the period of the MCTO. Beleave intends to comply with the provisions of the alternative information guidelines as set out in NP 12-203. The Company will also continue to disclose any other material information concerning its affairs and ongoing business activities during this period. About Beleave Inc. Beleave is an ISO certified, Canadian cannabis company headquartered in the Greater Toronto Area that cultivates high-quality cannabis flower, oil and extracts for medical and recreational markets. Beleave is fully licenced to cultivate and sell medical and recreational cannabis and is leading the way through research partnerships with universities to develop pharma-grade extracts and derivatives. Beleave is developing new product lines, including cannabis-infused products, oils, vape pens, and other novel cannabis delivery methods for 2019. Beleave has developed a network of medical cannabis clinics in Ontario and Quebec under the Medi-Green banner. Through its majority ownership of Procannmed S.A.S., Beleave is fully licensed to cultivate, produce, and extract medical cannabis in Colombia positioning it to capitalize on exports and the expanding Latin American market. The Company has partnered with Canymed GmbH to supply the German market with medical cannabis. BLINK CHARGING: Will Sell $100 Million Worth of Securities ---------------------------------------------------------- Blink Charging Co. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offering of $100,000,000 securities pursuant to General Instruction I.B.6 of Form S-3. The Company may offer from time to time: * shares of its common stock, par value $0.001 per share; * shares of its preferred stock, par value $0.001 per share; * warrants to purchase any of the other securities that may be sold under this prospectus; * rights to purchase any of the other securities that may be sold under the prospectus; and * units comprised of the foregoing securities in any combination. Blink Charging may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. The Company's shares of common stock and warrants trade on the Nasdaq Capital Market under the symbols BLNK and BLNKW, respectively. On Aug. 29, 2019, the last reported sale prices of the Company's common stock and warrants were $2.57 and $0.40, respectively. A full-text copy of the prospectus is available for free at: https://is.gd/Hzj5dy About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com,http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is a provider of public electric vehicle (EV) charging equipment and services. Blink Charging designs, owns, operates and sells EV charging equipment under the Blink brand, as well as a number of other charging station equipment manufacturers such as Chargepoint, General Electric (GE) and SemaConnect. Blink Charging also offers connectivity to the Blink Network, a cloud-based platform that operates, manages and tracks Blink's EV charging stations and all associated data. As of June 30, 2019, the Company had $16.86 million in total assets, $4.21 million in total liabilities, and $12.64 million in total stockholders' equity. Blink Charging reported a net loss attributable to common shareholders of $26.88 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $79.63 million for the year ended Dec. 31, 2017. BURGER BOSSCO: S&P Hikes ICR to 'CCC' After Amendment Execution --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'CCC' from 'SD' (selective default) on Tampa, Fl.-based quick-service restaurant (QSR) operator and franchisor Burger BossCo Intermediate Inc. The upgrade follows the company's amendment to its first- and second-lien facilities, which included a conversion from cash to payment-in-kind (PIK) interest on the second-lien that S&P viewed as distressed and tantamount to default. Meanwhile, S&P lowered the issue-level rating on the company's first-lien term debt to 'CCC' from 'CCC+'. The rating action reflects S&P's view of the continued risk of a default over the next 12 months given its expectation for very high leverage, weak liquidity with continued cash flow burn, and significant execution risk in the turnaround strategy. "The negative outlook reflects our expectation that operating performance will remain weak with continued same-store sales and margin pressure over the next year, given declining customer traffic and heightened competition in the burger QSR space," S&P said. "We could lower our ratings if we envision a specific default scenario over the next six months. This could arise if we expect Burger BossCo to undertake a distressed exchange or if the company's cash use accelerates and liquidity deteriorates, which could lead to a conventional default," the rating agency said. S&P said it would raise the rating if performance improves and it believes the risk of a distressed exchange or restructuring over the next 12 months is minimal. "This could happen if the turnaround plan gains traction and we anticipate significant improvement in EBITDA margins leading to projected free cash flow generation and strengthened liquidity," the rating agency said. C.T.W. REALTY: Wilmington Trust Objects to Disclosure Statement --------------------------------------------------------------- Wilmington Trust, N.A., as Trustee for the Benefit of the Holders of LCCM 2017-LC26 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-LC26, objects to the Disclosure Statement for Plan of Reorganization by C.T.W. Realty Corp. The Secured Creditor points out that the Disclosure Statement does not propose to solicit the Secured Creditor’s vote, the Disclosure Statement is improper and should not be approved. The Secured Creditor asserts that the Debtor cannot manipulate the exclusivity periods by calling the Secured Creditor’s treatment under Reinstatement Unimpaired when in fact that is not the case. The Secured Creditor complains that the Disclosure Statement lacks adequate information on multiple fronts -- in addition to defaults under the mortgage and one regarding the Secured Creditor’s right to vote. According to the Secured Creditor, the Disclosure Statement provides no information to enable any creditor to determine whether cure is capable of occurring and thus whether Reinstatement is likely (and thus whether or not to accept the Plan premised on the prospect of Reinstatement). The Secured Creditor points out that the Disclosure Statement fails to inform creditors adequately that Reinstatement of the Mortgage cannot take place under the Plan (and that Refinance is unlikely to occur unless those numerous defaults can be cured). The Secured Creditor asserts that the Disclosure Statement fails to explain if, as the Plan provides, the only distribution to Class 4 interests is the Distribution Fund, then, if a Refinance occurs, who owns the equity in the Debtor. The Secured Creditor complains that the Disclosure Statement fails to provide information about such a possibility (the Disclosure Statement does not reflect any analysis by the Debtor of a Secured Creditor plan or why the Debtor concluded that the Plan somehow inherently is a better result for creditors than a plan from the Secured Creditor). Attorneys for Wilmington Trust: Gary F. Eisenberg, Esq. PERKINS COIE LLP 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Telephone: (212) 262-6900 Fax: (212) 977-1649 Email: geisenberg@perkinscoie.com About C.T.W. Realty Corp. C.T.W. Realty Corp. is a single asset real estate company which was formed for the ownership and management of that certain commercial property located at 55-59 Chrystie Street, New York, NY 10002. On May 6, 2019, Wilmington Trust, N.A., as Trustee for the Benefit of the Holders of LCCM2017-LC26 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-LC26, filed Motion To Excuse Compliance By Receiver With 11 U.S.C. Sec. 543. On June 4, 2019, the Court entered an order granting the Receiver Motion. C.T.W. Realty Corp., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11425) on May 1, 2019. In the petition was signed by Gary M. Tse, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. Steven B. Smith, Esq., at Herrick Feinstein LLP, serves as bankruptcy counsel to the Debtor. CADIZ INC: May Issue 1.2 Million Shares Under 2019 Incentive Plan ----------------------------------------------------------------- Cadiz Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 1,200,000 shares of the Company's common stock issuable under the Cadiz Inc. 2019 Equity Incentive Plan. The Plan was approved by the stockholders of the Company at its Annual Meeting of Stockholders held on July 10, 2019. A full-text copy of the prospectus is available for free at https://is.gd/cLRIE8 About Cadiz Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com-- is a publicly held natural resources company that owns 70 square miles of property with significant water resources in Southern California. The Company is the largest agricultural operation in San Bernardino, California, where it has sustainably farmed since the 1980s, and is partnering with public water agencies to implement the Cadiz Water Project, which over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz abides by a holistic land management plan focused on environmental conservation and sustainable practices to manage its land, water and agricultural resources. Cadiz Inc. reported a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $33.86 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $77.52 million in total assets, $157.29 million in total liabilities, and a total stockholders' deficit of $79.76 million. CBL & ASSOCIATES: S&P Lowers ICR to 'B+'; Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on CBL & Associates Properties Inc. to 'B+' from 'BB-' and its issue-level ratings on the company's unsecured debt to 'BB-' from 'BB'. The '2' recovery rating is unchanged. S&P has also lowered its preferred stock rating to 'CCC+' from 'B-'. Operating performance remained weak for the first half of 2019, and the company's business prospects deteriorated. The company has faced a lawsuit settlement, continued weak operating environment, and potential activist investor pressure. Individually these events had relatively little impact, but collectively they're more meaningful and could impact CBL's ability to achieve operating targets. Leasing spreads on renewals remain negative and S&P expects them to remain negative for the next year. This year is somewhat better than last year for store closures, even though they have been picking up recently; however, 2020 could be a more tumultuous year. S&P continues to watch J.C. Penney Co. Inc. (CCC/Negative/--), which has also been underperforming; if it restructures, it could place additional capital needs on CBL. New retailer bankruptcies could counteract any positive impact from recent redevelopments. These factors have led S&P to revise its business risk profile on CBL to weak. "The negative outlook reflects our view that without a meaningful change in the company's operating environment, CBL will experience further challenges retenanting its malls, which will continue to pressure its operating and financial performance," S&P said. "We could lower our ratings if we view the company's prospects for refinancing don't improve and if EBITDA margins and profitability deteriorate further from our expectations because of heightened tenant bankruptcies and continued declines in rental renewals. At that time, we could see debt to EBITDA weaken to the mid-9x area or fixed charge coverage fall below 1.7x," S&P said, adding that it could also lower its ratings if the company's liquidity is constrained due to reduced cushion under the secured debt-to-assets covenant of less than 10%. "Although not likely over the next 12 months given our expectations for continued operating pressure, we could revise our outlook to stable if the company stabilizes operating performance, including flattening same-store NOI growth and occupancy," S&P said. Under this scenario, S&P would also expect the company's portfolio to remain relatively static or improve such that its recovery prospects increase. The rating agency would also anticipate the company would have better access to the capital markets than its current situation dictates. CHENIERE ENERGY: Fitch Affirms BB LT IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed Cheniere Energy Partners, LP (CQP)'s Long-Term Issuer Default (IDR) rating at 'BB.' Fitch has also affirmed CQP's senior unsecured note ratings at 'BB'/'RR4.' Additionally, Fitch has assigned CQP's proposed offering of senior unsecured notes due 2029 ratings of 'BB'/'RR4.' The Rating Outlook is Stable. Proceeds from the offering are expected to be used to prepay the term loan portion of CQP's secured credit facility, which was entered into in June 2019, and for general corporate purposes, including funding future capex associated with the construction of Train 6. The affirmation reflects CQP's cash flow growth and stability, which is supported by the pass-through of fixed and variable costs of liquefied natural gas (LNG) to its contractually obligated offtakers, high degree of structural subordination to project-level debt, declining project completion risk, investment-grade counterparties and structural complexity. KEY RATING DRIVERS Structural Subordination: CQP is structurally subordinate to $13.6 billion in Sabine Pass Liquefaction, LLC (SPL) non-recourse project debt used to fund the construction and development of Trains 1-5. Project debt covenants restrict the payment of distributions up to the CQP level, subject to coverage tests. As project debt maturities begin in 2021, refinancing at the project level will require full amortization of principal, which will reduce cash distributions to CQP. As a result, CQP plans to migrate a portion of project debt up to the CQP level to push out project level amortizations until the late 2020s, with Train 6 financing to be done at the CQP level. Fitch expects further planned optimization of the capital structure with a focus on alleviating some of the structure subordination that CQP has to SPL level debt. Long-Term Contracted Cash Flows: SPL's revenue and cash flows are backed by long-term sale and purchase agreements (SPAs) with investment-grade-rated counterparties. Each SPA provides revenue from a capacity payment that is paid regardless of the LNG volumes lifted and a commodities-based payment per unit of LNG lifted. SPL is able to effectively pass along variable fuel costs through the commodities payment, linked to Henry Hub gas prices, while fixed costs are covered by the fixed capacity fees of the SPAs. This structure insulates SPL from broader trends in the demand for LNG. The company is reliant on the cash flow of all offtakers to meet debt obligations. Fitch believes this contract structure provides security by effectively passing through natural gas prices, while still retaining a minimum upside in the form of the fixed-capacity payments, and results in adequate coverage of both the SPL project level debt and CQP's debt obligations. Tolling Use Agreements/Fixed-Capacity Fees: Under tolling use agreements (TUAs), SPLNG, which owns two marine berths for loading and unloading LNG onto tankers and significant regasification and storage capacity, receives $250 million from SPL per year for use of its assets. This is subject to increase as trains go online and cargo loading operations ramp up. SPLNG receives $125 million per year, for a period of 20 years, from both Total S.A. (AA-/Stable) and Chevron Corporation for use of 1bcf/d (billion cubic feet per day) of regasification capacity for importation of LNG. Additionally, SPL pays CTPL approximately $80 million per annum under a firm capacity reservation contract. Creole Trail Pipeline (CTPL) and Sabine Pass LNG (SPLNG) are unlevered guarantors for CQP-level debt and provide a significant amount of cash flow to CQP. An appreciable share of the liquefaction project's earnings is funneled through these TUAs and capacity fees, bolstering CQP's credit profile. As these payments to CTPL and SPLNG are operating costs for SPL, they are senior to any debt service at the project level, indicating serviceability of debt. This is even without support from cash distributions from the liquefaction project, which would occur after liquefaction debt service and be subject to covenant tests. Structural Complexity: In addition to the TUAs and contracts between SPL, CTPL and SPLNG, CQP is engaged in a number of related-party transactions and contracts with other entities in the CEI corporate structure. Cheniere Marketing, LLC (CMI) has its own contract to purchase at its own option any LNG produced in excess of the amount required for the fully contracted customers, to be marketed on a short-, medium- and long-term basis. While there are weak legal ties between the obligations of CQP and the project subsidiary SPL, operational linkages are much stronger, as SPL could not operate without the use of the SPLNG storage, regasification and loading facilities. SPL can source gas along alternative pipelines to CTPL but it relies on a variety of feed gas transported along a variety of pipelines to ensure supply diversity and meet "peak day" requirements. Additionally, other subsidiaries of the ultimate parent, Cheniere Energy, Inc. (CEI), provide O&M services and management services agreements (MSAs) via operating subsidiaries owned by CEI. These relationships increase the operational linkages between CEI and CQP beyond the roughly 50% limited partner interest retained in CQP. The company and subsidiaries are reliant on these O&M and MSA contracts to maintain normal operations. Additionally, the general partner interest guarantees control of CQP by CEI. While Fitch's ratings consider CQP is structured to be bankruptcy-remote from SPL, and would also likely be bankruptcy-remote from the ultimate parent CEI, the structural complexity can create competing incentives for cash usage. The company took steps to alleviate this complexity in 2018 by buying out shareholders owning shares of an intermediate corporate HoldCo above CQP. Fitch believes current investor sentiment toward complex organizational structures and incentive distribution rights for master limited partnerships and midstream energy issuers could prompt further structural simplification within the CEI corporate family. Execution Risk: Construction on Trains 1-5 is complete. Final investment decision (FID) was made on Train 6, one additional train at SPL remains under construction. Thus far, construction on existing trains has proceeded ahead of schedule and under budget. The EPC contractor Bechtel Oil, Gas & Chemicals, Inc. (Bechtel O&G) is bound to CQP on a turn-key, lump-sum basis and bears all cost overrun risk. Bechtel is subject to liquidated damages if construction is not completed on time by the guaranteed dates. Train 5 completed construction and commissioning in 2019. Completion risk on Train 6 is considered to be ongoing until first-half 2023 when it is expected to be complete and go into service. Fitch notes that Train 6 currently has less contracted capacity than existing Trains 1-5, with only 1.8 MTPA of capacity currently contracted to Train 6. Capacity for Train 6 is not currently fully contracted; however, CEI has announced that it will assign a SPA to the remaining open capacity from an investment-grade counterparty to help shore up open capacity. CEI has indicated that SPA's will be assigned to Train 6 prior to year-end 2020. CMI currently has two assignable long-term contracts with investment-grade counterparties that could be assigned to Train 6. Fitch notes the potential for these contracts to be DES (Delivered Ex Ship), which would expose CQP to shipping cost risks that it is not currently directly exposed to under its existing FOB (Free on Board) contract structure. Investment-Grade Counterparties: SPL's long-term, fully-contracted counterparties for SPAs, which are Royal Dutch Shell plc, Naturgy Energy Group, S.A. (BBB/Stable), Korea Gas Corporation (AA-/Stable), GAIL (India) Limited (BBB-/Stable), Total, and Centrica plc., all retain strong financial and investment-grade credit profiles. Contract structures ensure flexibility in lifting volumes from the project, while simultaneously protecting CQP against downside risk by imposing a fixed-capacity fee that is paid regardless of volumes actually delivered to offtakers. CQP has achieved good use on Trains 1-5. SPLNG's counterparties for external TUAs are also investment-grade issuers, such as Chevron and Total. The investment-grade credit quality of CQP's counterparties, at both SPL and SPLNG, and additionally the seller-friendly nature of the SPAs with the counterparties, support CQP's credit profile. Upside from Marketing: Excess capacity not lifted by the long-term offtakers can be marketed to uncontracted customers on a short-term basis through a contract with CMI. Recent earnings have seen upside from these merchant LNG sales, however. The state of the global LNG market is still quite volatile, but Fitch expects the tailwinds from increased global demand, especially from China (A+/Stable), will continue over the short-term and materially uplift earnings to create a more stable short-term credit profile. Concerns over a trade war with China and tariffs on U.S.-sourced LNG may halt this uplift abruptly, but even with a tariff, the company expressed confidence it would be able to place volumes in the global market. Fitch anticipates marketing contributions will uplift earnings until mid-2020, when more U.S.-based liquefaction capacity is online and competition tightens. DERIVATION SUMMARY CQP is a master limited partnership with a liquefied natural gas import-export facility and a Federal Energy Regulatory Commission (FERC) regulated interstate natural gas pipeline operating subsidiary. CQP's consolidated operations are supported by long-term, take-or-pay, contracts for import, export and pipeline capacity. Its ratings reflect CQP's cash flow growth and stability, which is supported by the pass-through of fixed and variable costs of liquefied natural gas (LNG) to its contractually obligated offtakers, a high degree of structural subordination to project-level debt, declining project completion risk, investment-grade counterparties and structural complexity. CQP's contract tenor, earnings and stable cash flow profile compares favorably with higher-rated midstream energy peers, such as Boardwalk Pipeline Partners LP (BBB-/Stable). CQP is structurally subordinate to a significant amount of operating subsidiary level debt, which became less common in the midstream segment over the past year. As a result, the company has few comparable peers on this basis and is differentiated since its main asset is a stake in a non-recourse project subsidiary. Fitch notes Sabine Pass Liquefaction, LLC's (SPL) contracts are of much more substantial duration than any of its midstream peers, in addition to being primarily fee-based with a significant upside component. On this basis, Fitch considers CQP's business risk profile to be similar to a company with full take-or-pay contracts. SPL's current contracts on Trains 1-5 currently have between 17 and 20 years of term remaining, providing a significant amount of comfort that revenue and earnings from SPL will be stable. SPL's contract profile is with investment-grade counterparties. Consolidated leverage levels are high for CQP, relative to Fitch's rated midstream coverage, with 2018 consolidated debt/EBITDA of 6.7x versus Fitch's expectations of leverage of 'BB' midstream issuers in the 5.0x to 5.5x range. Fitch believes the growth nature of CQP's operating profile, its demonstrated ability to manage construction and completion risks at its liquefaction projects, and the expected cash flow stability provided by its long-term capacity contracts are meaningful offsets to its high consolidated leverage. Stand-alone leverage at the company, excluding SPL non-recourse debt, is much more reasonable, with year-end 2018 leverage below 2.0x. Cash flows are primarily derived from operations at SPL and Fitch's ratings consider the structural subordination CQP debt has to SPL's high levels of project level financing. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Utilization of contracts by base offtakers at SPL. The base case assumes 90% to 95% utilization on annual contract quantity reserved. SPL has so far achieved very strong utilization by its offtakers and Fitch expects this to continue. The base case assumes a $2.50 Henry Hub price. -- Capex Schedule - FID on Train 6 in 2019, construction begins in 2019 and finishes at the end of 2022. Total levered cost of $3.1B with initial capex front-loaded. -- Modest marketing uplift to revenues from CMI utilization. -- O&M Expenses vary linearly with level of project utilization; because of higher utilization in the base case, O&M is higher. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- CQP keeps long-term, parent-only leverage at, or below, 4.0x on a sustained basis and consolidated total adjusted debt/EBITDA at, or below, 6.0x, which would allow the company to receive a rating closer to SPL's rating, though still likely notched below SPL's rating. -- A positive rating action at SPL. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Any construction or operating delays at SPL that delay or deteriorate cash flows. -- New debt at SPLNG or CTPL. -- Negative ratings actions at SPA counterparties to below-investment grade. -- Negative ratings actions at SPL. -- Parent-only leverage at, or above, 6.0x in 2020 and beyond following completion of SPL's contracted Trains 1-5 and commencement of SPL's full run-rate contracted cash flows for Trains 1-5. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: SPL maintains a revolving credit facility due in 2020, primarily to fund working capital needs related to construction of the facility's trains. In June 2019 CQP entered into a secured revolving credit facility and term loan totaling $1.5 billion associated with the FID decision on Train 6. Proceeds from this offering are expected to go towards paying down the $750 term-loan portion of this facility. The $750 secured revolver is expected to remain in place to help fund capital spending needs associated with the construction of Train 6. The $750 million CQP secured revolver was undrawn as of June 30, 2019. In addition, CQP and subsidiaries have large cash accounts, with amounts held at the SPL project level in support of the SPL obligations, which are considered restricted. These amounts are available to CQP as long as a 12-month forward and historical debt service coverage ratio (DSCR) covenant of 1.25x is maintained. Fitch anticipates distributions to CQP will not only remain available but grow. Cash held at SPL is available to CQP, contingent upon maintenance of the DSCR covenant test described. Fitch recognizes that this cash is held at a non-recourse entity and can be withheld for a variety of reasons; however, Fitch also considers that as long as the DSCR test is satisfied CQP's current and forecast liquidity should remain ample. Fitch continues to believe that CQP's liquidity remains adequate to meet its needs. Cash previously restricted that was held at CTPL and SPLNG under the CQP's old credit facilities is no longer restricted under CQP's new credit facilities. Maturities Manageable/Debt Migrating: CQP's and SPL's near-term maturities are manageable. CQP's earliest maturity is 2024 when the secured revolver matures. SPL's maturity profile is a bit more aggressively laddered, with SPL having between $1.0 billion and $2.0 billion in project debt maturing annually from 2021 until 2028 with the nearest maturing being $2.0 billion in 2021. Management has indicated that it expects to refinance these maturing obligations with a combination of project level refinancings, CQP unsecured notes and cash repayments with a focus on maintaining an investment-grade profile at SPL and migrating a proportion of project level debt to the CQP level. Ultimately management has indicated a preference for targeting mid-to-high 4.0x leverage levels on a consolidated basis. Fitch believes that in the medium term (2022 and beyond) this goal is achievable but believes that near term 2019-2021 consolidated leverage at CQP will remain in the 5.5x to 6.5x range as construction continues on Train 6. There is some refinancing risk starting in 2021 as SPL notes start to mature should market access be limited; however, Fitch believes that CQP will be able to refinance these notes either at the project or CQP level. SUMMARY OF FINANCIAL ADJUSTMENTS Restricted Cash accounts on the balance sheet on a historical basis were adjusted to show cash available at guarantor subsidiaries. In addition to assessing CQP's consolidated credit metrics and financial profile, Fitch assesses CQP's stand-alone credit and financial characteristics to help determine the issuer's ability to meet its fixed obligations. In particular, for financial ratio analysis, Fitch assesses the amount and quality of earnings and cash flows up to CQP relative to CQP-only debt after deconsolidating SPL's earnings and debt, which are reported in CQP's consolidated financial statements. Fitch calculates CQP's stand-alone leverage on a deconsolidated debt basis, and focuses on contracted EBITDA excluding earnings from CMI. SPL's projected DSCR is calculated on the same basis of Contracted EBITDA only. CHICK LUMBER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Chick Lumber, Inc. d/b/a House to Home by Chick Lumber 209 Hobbs Street Conway, NH 03818 Case No.: 19-11252 Business Description: Chick Lumber, Inc. -- https://chicklumber.com -- is a dealer of lumber, plywood, steel beams, engineered wood, trusses, steel and asphalt roofing, windows, doors, siding, trim, stair parts, and finish materials. The Company also offers drafting & design, installation, delivery, outside sales, and plan reading & estimating services. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court District of New Hampshire Live Database (Concord) Judge: Hon. Bruce A. Harwood Debtor's Counsel: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 889 Elm Street, 4th Floor Manchester, NH 03101 Tel: (603) 621-0833 Fax: (603) 621-0830 E-mail: bgannon@gannonlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Salvatore Massa, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nhb19-11252.pdf COCHRAN & PEASE: Allowed to Use Cash Collateral on Final Basis -------------------------------------------------------------- The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York has signed a final order authorizing Cochran & Pease, LLC to use the cash collateral on a final basis. The Debtor acknowledges and admits that, as of the Petition Date, it was indebted to Timberland Bank and American Express National Bank. Each Prepetition Secured Creditor is granted, valid, perfected and enforceable liens upon and security interests in all of the types of property coming into existence after the Petition Date, to the same extent and validity, and in the same order of priority as its perfected secured interests in the Pre-Petition Collateral, but excluding any cause of action under Sections 544, 547, 548 or 550 of the Bankruptcy Code and the proceeds of any and all such actions. Said replacement liens will have the same priority, extent and validity as the Pre-Petition Liens of each respective Prepetition Secured Creditor and will be subject to and subordinate to: (a) unpaid professional fees and disbursements allowed by order of the Court, (b) fees payable to the U.S. Trustee and any fees payable to the clerk of the Court, and (c) claims of administration of Debtor's case under Chapter 7 which are entitled to priority over Chapter 11 administration expenses up to the sum of $50,000. In addition, the Debtor will make monthly adequate protection payments in the amount of $7,500 to Timberland Bank and $1,000 to American Express National Bank. These adequate protection payments will be made on a monthly and timely basis until the earlier of: (1) a written agreement between the Debtor and a Prepetition Secured Creditor, or an Order of the Court, providing otherwise; (2) relief from the automatic stay in favor of a Prepetition Secured Lender; or (3) the effective date of a confirmed plan of reorganization in the Chapter 11 case. Cochran & Pease, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-10903) on March 27, 2019. In the petition signed by its president, Michael Pease, the Debtor estimated assets of less than $500,000 and debt of of less than $1 million. The Law Office of Bryan Pease serves as the Debtor's counsel. COLUMBUS MCKINNON: S&P Affirms 'BB-' ICR; Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Getzville, N.Y.-based Columbus McKinnon Corp. (CMCO). At the same time, S&P affirmed its 'BB-' issue-level rating on the company's first-lien debt facilities. The '3' recovery rating is unchanged. The rating affirmation follows CMCO's successful implementation of its operational improvements that have led the company to post better-than-expected operating performance and higher-than-anticipated profitability over the last several quarters. In addition, the company plans to repay approximately $65 million of its outstanding $445 million term loan by the end of fiscal year 2020, well in excess of the required $4.5 million amortization. CMCO expects to repay the debt with funds from its improved operating performance and robust free cash flow generation. S&P said, "The affirmation reflects our expectation that the company's improved operating performance and conservative financial policies will support solid credit metrics over the forecast period. Specifically, we believe that CMCO's cost-reduction initiatives, coupled with its improved operating performance and planned $65 million voluntary and mandatory debt paydown over the remainder of fiscal year 2020, will allow the company to improve its S&P Global Ratings-adjusted leverage to approximately 2.5x by the end of fiscal year 2020. However, we will likely maintain our rating on CMCO given its exposure to highly cyclical end markets, our expectation for it to engage in material merger and acquisition (M&A) activity in fiscal year 2021, and our belief that there is now a 30%-35% chance of a U.S. economic recession occurring over the next 12 months." "The stable outlook on CMCO reflects our expectation that the company will continue to increase its revenue and EBITDA through organic growth supported by its improved operations, digital innovation, and expanded product offerings. We expect that these favorable trends, combined with the planned $60 million voluntary debt paydown over fiscal year 2020, will support leverage of near 2.5x by the end of fiscal year 2020. We also anticipate that the company's improved operations and conservative financial policies will allow it to maintain these credit metrics through the economic cycle." "We could lower our ratings on CMCO if the improvement in its credit metrics stalls or reverses due to an economic downturn, the loss of key customers, significant operational headwinds, or weaker-than-expected results from its efficiency initiatives. We could revise our outlook on CMCO to negative if it pursues a large debt-funded acquisition, share repurchases, or other leveraging transaction that cause its credit metrics to approach 4x without a clear path toward deleveraging." "We could raise our ratings on CMCO if the company improves its credit metrics such that we expect it to maintain leverage of well below 2.5x through the cycle. Under this scenario, CMCO would maintain leverage at this level despite a potential economic downturn or the possibility of debt-financed acquisitions, share repurchases, or other leveraging transactions. Before raising our rating, we would also need the company to materially increase the scale of its operations and improve its product diversity." CRYSTAL TRANSPORTATION: Court Conditionally Approves Plan Outline ----------------------------------------------------------------- The disclosure statement explaining the Chapter 11 plan of Crystal Transportation Services of NC, Inc., is conditionally approved. The hearing on confirmation of the plan is scheduled on Thursday, October 17, 2019 at 11:00 AM, in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27602. October 10, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. October 10, 2019 is fixed as the last day for filing and serving written objections to confirmation of the plan. Classes of General Unsecured Claims. General Unsecured Claims are not secured by property of the estate and are not entitled to priority under Section 507(a) of the Bankruptcy Code. Under Section 1129(a)(15), and if an Unsecured Creditor objects to the Plan, individual debtors must either pay the present value of that Unsecured Claim, in full, or make distributions under the Plan totaling at least the value of Debtor's net disposable income over the greater of: (i) five (5) years; or (ii) the time period during which the Plan provides for payments. Classes of Secured Claims. Allowed Secured Claims are Claims secured by property of the Debtor and the Estate or otherwise subject to set off under § 553 of the Bankruptcy Code, to extent allowed as Secured Claims under § 506 of the Bankruptcy Code. If the value of the collateral or set of Ts securing the Creditor's Claim is less than the amount of the Creditor's Allowed Claim, the deficiency will be classified as a General Unsecured Claim. The specific Classes are described in Article III of the Plan. Classes of Priority Unsecured Claims. Certain Priority Unsecured Claims, which are referred to in §§ 507(a)( 1), (4), (5), (6), and (7) of the Bankruptcy Code, are required to be placed in Classes. The Bankruptcy Code requires that each holder of such a Claim receive Cash on the Effective Date of the Plan equal to their Allowed Claim. However, a holder of a Priority Unsecured Claim may vote to accept a different treatment than that which is set forth in the Bankruptcy Code. The Debtor will pay creditors through its ongoing operations and future cash flow. A full-text copy of the Disclosure Statement dated September 5, 2019, is available at https://tinyurl.com/y5u7of2z from PacerMonitor.com at no charge. Counsel for the Debtor: Trawick H. Stubbs, Jr., Esq. Laurie B. Biggs, Esq. STUBBS & PERDUE, P.A. 9208 Falls of Neuse Road, Suite 201 Raleigh, North Carolina 27615 Telephone: (919)870-6258 Telefax: (919)870-6259 Email: tstubbs@stubbsDerdue.com lbiggs@stubbsDerdue.com About Crystal Transportation Based in Durham, North Carolina, Crystal Transportation Services of NC, Inc., aka Riley Life Industries, Inc., dba Guardian Logistics Solutions, dba Logisticsville, dba Riley Life Logistics -- http://glsnc.com-- is a logistics company offering customized freight delivery, storage and inventory management services. The Company filed a voluntary Chapter 11 Petition (Bankr. E.D.N.C. Case No. 19-02618) on June 6, 2019. The Debtor's counsel is Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina. At the time of filing, the Debtor had total assets of $995,013 and total liabilities of $3,002,779. The petition was signed by Brent C. Smith, president. DANCEL LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Dancel, L.L.C. as of Sept. 9, according to a court docket. About Dancel L.L.C. Dancel, L.L.C. owns and operates restaurants with multiple locations in Bernalillo County, N.M. Dancel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-10446) on Aug. 20, 2019. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Scott H. Gan. Dancel is represented by The Law Offices of C.R. Hyde, PLLC. DANIEL CORBETT: Appeals Court Affirms 2017 Summary Judgment Ruling ------------------------------------------------------------------ Burns & Levinson has won a Massachusetts Appeals Court decision upholding its October 2017 summary judgment win in Massachusetts Land Court for client Goodwill Enterprises, Inc., which operates an auto dealership called Automall Collection in Peabody, MA. This important case involves nominee trusts and rights of first refusal (ROFR) over real estate in Massachusetts. On August 29, 2019, the Appeals Court affirmed the Land Court's ruling that the sale of a beneficial interest in a nominee realty trust, which are often used to hold real estate in the Commonwealth, can trigger a tenant's ROFR over the real estate held in the trust. The lawsuit was brought by Goodwill Enterprises after the company discovered that a beneficial interest in the real property it leases and uses for its dealership was sold without its knowledge despite the ROFR in Goodwill's lease. The landlord, 218 Andover Street Peabody Realty Trust (Realty Trust), was a nominee trust with two beneficiaries, William Garland and Daniel Corbett, who each owned a 50% beneficial interest. In 2011, Corbett filed for bankruptcy. In the bankruptcy proceeding, Corbett's 50% beneficial interest in the Realty Trust was sold in 2012 by the bankruptcy trustee in a sealed bid auction to April Realty Trust -- a trust controlled by Brian Kelly of Kelly Automotive (Goodwill's neighbor), who in 2010 had tried to negotiate the purchase of the land with Corbett, but failed because Garland didn't want to sell. Goodwill received no notice of the auction or sale. Three years later, in April 2015, Goodwill learned for the first time that April Realty had purchased Corbett's interest in the trust. A Burns & Levinson team, led by partners Paul Marshall Harris and Sara Decatur Judge from the firm's Automotive Group, investigated on behalf of Goodwill, and discovered the sale of the beneficial interest in the Bankruptcy Court. In 2015, Burns & Levinson filed suit in Land Court seeking to allow Goodwill to purchase Corbett's 50% interest pursuant to the ROFR for the same $250,250 price that April Realty paid. A separate motion was filed in the Bankruptcy Court seeking an order that the "final sale" order approving the sale to April Realty did not preclude Goodwill from exercising its ROFR. The Land Court granted Goodwill's motion and held that its ROFR was triggered when the Bankruptcy Trustee accepted the bid for the sale of Corbett's beneficial interest. The Appeals Court affirmed this holding, recognizing that Corbett, as the beneficiary of a nominee trust was properly treated as an owner of his percentage interest in the real property. The Appeals Court held that the fact Corbett's beneficial interest was sold in a bankruptcy proceeding did not invalidate the ROFR. The Appeals Court focused on the unambiguous terms of the lease, which did not expressly exclude bankruptcy sales from triggering the ROFR. The Appeals Court held that where the parties to the lease did not exempt bankruptcy sales from Goodwill's ROFR, the bankruptcy sale triggered the ROFR. "We are thrilled that the Appeals Court has affirmed our long and hard-fought win for Goodwill. This is a victory not only for our client, but for any company looking for clarification regarding their ROFR rights when land is held in a nominee trust," said Decatur Judge. "If a company is negotiating these types of ROFR issues in a lease contract, they need to be aware of this decision and make sure they come to an express agreement as to what will or will not trigger the ROFR." About the Automotive Group at Burns & Levinson LLP Burns & Levinson's Automotive Group -- http://www.burnslev.com-- has advised and assisted hundreds of motor vehicle dealers in all aspects of their evolving business for over 20 years. Its experienced attorneys represent some of the largest automotive groups in the country, as well as smaller dealer groups consisting of one or two stores. The Automotive Group assists dealers with buy sells, factory disputes, employment disputes, consumer disputes and real estate issues. The firm provides high-level, client-centric and results-oriented legal services to our regional, national and international clients. It is a full-service law firm with over 125 lawyers in Boston, Providence and other regional offices. Its areas of expertise include: business/finance, business litigation, divorce/family law, venture capital/emerging companies, employment, estate planning, government investigations, intellectual property, M&A/private equity, probate/trust litigation, and real estate. It partners with its clients to solve their business and personal legal issues in a collaborative, creative and cost-effective way. DATABASEUSA.COM LLC: Plan Proposes Contribution, Sale Options ------------------------------------------------------------- DatabaseUSA.com LLC filed a Chapter 11 plan and accompanying disclosure statement proposing that upon the Effective Date, either the Contribution Option or the Sale Option will be effectuated. Under the Contribution Option, the Debtor shall be reorganized pursuant to the terms of the Plan and Cash in the amount of $1,000,000 will be tendered to Reorganized Debtor on the Effective Date in exchange for 100% of the membership interest in Reorganized Debtor. Under the Sale Option, all of Debtor's Assets shall be sold free and clear of all Liens, Claims, and encumbrances through the Sale Auction that will occur no later than one week prior to the Confirmation Hearing, unless ordered by the Bankruptcy Court, conducted in accordance with Section 363 of the Bankruptcy Code to the Purchaser(s), and the Purchaser(s) shall be entitled to a good faith finding and the protections provided by Section 363(m) of the Bankruptcy Code. Class 5 General Unsecured Claims are impaired. Each Holder of an Allowed General Unsecured Claim shall receive, Pro Rata, upon resolution of all Disputed Claims by entry of a Final Order, its Multi-Class Pro Rata portion of the Sale Proceeds remaining after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, the Allowed Secured Claim, and Allowed Other Priority Claims. Class 1 Secured Claim are impaired. In the event Secured Lender elects the Contribution Option, the Allowed Secured Claim shall be treated and the Secured Loan Documents shall be amended and restated as follows: The maturity date under the Secured Loan Documents shall be the tenth anniversary of the Effective Date; Reorganized Debtor shall begin making monthly principal and interest payments at the rate of 5.0% per annum, amortized over 30 years, on the outstanding balance due under the Secured Loan Documents on the first anniversary of the Effective Date. Class 3 Infogroup Claim are impaired. The Holder of the Allowed Infogroup Claim shall receive, upon resolution of all Disputed Claims by entry of a Final Order, its Multi-Class Pro Rata portion of the Sale Proceeds remaining after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, the Allowed Secured Claim, and Allowed Other Priority Claims. Class 4 Deficiency Claim are impaired. The Holder of the Allowed Deficiency Claim shall receive, upon resolution of all Disputed Claims by entry of a Final Order, its Multi-Class Pro Rata portion of the Sale Proceeds remaining after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, the Allowed Secured Claim, and Allowed Other Priority Claims. Class 6 Equity Securities are impaired. Holders of Class 6 Equity Securities shall not receive or retain any property on account of their Equity Securities under the Plan. Holders of Class 6 Equity Securities are deemed to have rejected the Plan and will not be entitled to vote on the Plan. A full-text copy of the Disclosure Statement dated September 6, 2019, is available at https://tinyurl.com/y66fuhed from PacerMonitor.com at no charge. Attorneys for DatabaseUSA.com LLC: TALITHA GRAY KOZLOWSKI, ESQ. TERESA M. PILATOWICZ, ESQ. GARMAN TURNER GORDON LLP 650 White Drive, Ste. 100 Las Vegas, Nevada 89119 Telephone (725) 777-3000 Facsimile (725) 777-3112 E-mail: tgray@gtg.legal tpilatowicz@gtg.legal -- and -- HEATHER (VOEGELE) ANSON, ESQ. DVORAK LAW GROUP, LLC E-Mail: hvoegele@ddlawgroup.com 9500 W. Dodge Rd., Ste. 100 Omaha, Nebraska 68114 Telephone 402-933-9597 About DatabaseUSA.com LLC DatabaseUSA.com LLC -- https://databaseusa.com/ -- provides full-service database and email marketing solutions. It offers customers a database of 15 million businesses. DatabaseUSA.com sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-10001) on Jan. 1, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Dvorak Law Group, LLC as its bankruptcy counsel. DELUXE ENTERTAINMENT: Debt-to-Equity Swap to Avoid Bankruptcy ------------------------------------------------------------- Variety reported that Deluxe Entertainment Services Group has agreed to a debt-to-equity swap to stave off bankruptcy and reduce debt. Ronald Perelman's holding company, MacAndrews & Forbes, has owned Deluxe since 2006 but will lose control of the company following the exchange. In a deal announced early September 2019, Deluxe said it would offer a deal to all of its term-loan lenders to exchange their debt for 100% of the equity of the newly organized company. The company is also soliciting its senior lenders to agree to a pre-packaged bankruptcy, in the event that not all of the term lenders agree to the out-of-court restructuring. "The agreement is a positive step forward for Deluxe that will dramatically improve our liquidity and optimize the business," said CEO John Wallace, in a statement. "Our business is strong, and upon completion of the comprehensive deleveraging, we'll be further positioned for long-term growth and success." The restructuring is expected to wrap up over the next few weeks. Deluxe said the restructuring will have no effect on its operations, and employees will continue to be paid. "MacAndrews & Forbes has been a proud sponsor of Deluxe for nearly 15 years," the holding company said. "We have been fully supportive of the refinancing and restructuring process however, we have decided not to participate in the refinancing. We believe this refinancing will enable the company to continue to service its customers and partners well as it has for the last 100 years." About Deluxe Entertainment Deluxe Entertainment Services Group is a video post-production and effects creation company. Content creators, broadcasters, OTTs, and distributors rely on Deluxe's experience and expertise to create, transform, localize, and distribute content. With headquarters in Los Angeles and New York and operations in 38 key media markets worldwide, the company relies on the talents of more than 7,500 of the industry's premier artists, experts, engineers and innovators. DJJ ENTERPRISES: Unsecureds to Get Full Payment, Plus Interest -------------------------------------------------------------- DJJ Enterprises, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a first amended Chapter 11 plan of reorganization and accompanying disclosure statement. Class 1: Allowed Secured On Deck Capital Claim Class 1 consists of any Allowed Secured On Deck Capital Claim. Except to the extent that a Holder of an Allowed Secured On Deck Capital Claim agrees to less favorable treatment, Class 1 shall retain any liens it may have securing its Allowed Secured Claim until that claim is paid in full, and be satisfied by the payment of its Pro Rata Share of the Secured Creditor Payment commencing on December 1, 2019, and continuing on each and every month thereafter, together with interest at the Federal Judgment Rate, until paid in full. The Debtor may also prepay the Allowed Secured Claims in Class 1 in advance without prepayment penalty. Creditors in Class 1 are Impaired under the Plan. Holders of Allowed Class 1 Claims are entitled to vote to accept or reject the Plan. D. Class 2: Secured LG Funding Claim Class 2 consists of any Allowed Secured LG Funding Claim. Except to the extent that a Holder of an Allowed Secured On Deck Capital Claim agrees to less favorable treatment, Class 2 shall retain any liens it may have securing its Allowed Secured Claim until that claim is paid in full, and shall be satisfied by the payment of its Pro Rata Share of the Secured Creditor Payment commencing on December 1, 2019, and continuing on each and every month thereafter, together with interest at the Federal Judgment Rate, until paid in full. The Debtor may also prepay the Allowed Secured Claims in Class 2 in advance without prepayment penalty. Creditors in Class 2 are Impaired under the Plan. Holders of Allowed Class 2 Claims are entitled to vote to accept or reject the Plan E. Class 3: Secured Global Funding Experts Claim Class 3 consists of any Allowed Secured Global Funding Experts Claim. Except to the extent that a Holder of an Allowed Secured Global Funding Experts Claim agrees to less favorable treatment, Class 3 shall retain any liens it may have securing its Allowed Secured Claim until that claim is paid in full, and shall be satisfied by the payment of its Pro Rata Share of the Secured Creditor Payment commencing on December 1, 2019, and continuing on each and every month, together with interest at the Federal Judgment Rate, until paid in full. The Debtor may also prepay the Allowed Secured Claims in Class 3 in advance without prepayment penalty. Creditors in Class 3 are Impaired under the Plan. Holders of Allowed Class 3 Claims are entitled to vote to accept or reject the Plan. Class 4: Secured Geneva Capital Claim Class 4 consists of any Allowed Secured Geneva Capital Claim. Except to the extent that the Holder of the Allowed Secured Geneva Capital Claim agrees to less favorable treatment, Class 4 shall retain any liens it may have securing its Allowed Secured Claim until that claim is paid in full, and shall be satisfied by equal monthly payments of its Allowed Secured Claim, plus interest at the Federal Judgment Rate, in the amount of $1,500.00 per month commencing on December 1, 2019, and continuing on each and every month thereafter until paid in full. The Debtor may also prepay the Allowed Secured Claims in Class 4 in advance without prepayment penalty. Creditors in Class 4 are Impaired under the Plan. Holders of Allowed Class 4 Claims are entitled to vote to accept or reject the Plan. G. Class 5: Secured Key Equipment Finance Claim Class 5 consists of any Allowed Secured Key Equipment Finance Claims. Except to the extent that a Holder of the Allowed Secured Key Equipment Finance Claim agrees to less favorable treatment, Class 5 shall retain any liens it may have securing its Allowed Secured Claim until that claim is paid in full, and shall be satisfied by equal monthly payments of its Allowed Secured Claim, plus interest at the Federal Judgment Rate, in the amount of $500.00 per month commencing on December 1, 2019, and continuing on each and every month thereafter until paid in full. The Debtor may also prepay the Allowed Secured Claim in Class 5 without prepayment penalty. Creditors in Class 5 are Impaired under the Plan. Holders of Allowed Class 5 Claims are entitled to vote to accept or reject the Plan. H. Class 6: Secured Marks Garage Claim Class 6 consists of any Allowed Secured Marks Garage Claim. Except to the extent that the Holder of the Allowed Secured Marks Garage Claim agrees to less favorable treatment, Class 6 shall retain any liens it may have securing its Allowed Secured Claim until that claim is paid in full, and shall be satisfied by equal payments of its Allowed Secured Claim, plus interest at the rate of six percent (6%) per annum, as follows: Months 1-12. For the twelve (12) month period commencing on December 1, 2019, and continuing on each and every month thereafter in that period, the sum of not less than $1,000.00 per month; and Months 13 and Thereafter. For any and all monthly periods after the first twelve months, and continuing on each and every month thereafter until such Allowed Claim, plus interest, is paid in full, the sum of not less than $2,000.00 per month. The Debtor may also prepay the Allowed Secured Claim in Class 6 without prepayment penalty. Creditors in Class 6 are Impaired under the Plan. Holders of Allowed Class 6 Claims are entitled to vote to accept or reject the Plan. Class 9: General Unsecured Claims Class 9 consists of the Allowed General Unsecured Claims against the Debtor. Except to the extent that the Holder of an Allowed General Unsecured Claim agrees to less favorable treatment, such Holders will receive payment in full of their Allowed General Unsecured Claim, plus interest at the Federal Judgment Rate, in monthly payments in accordance with the following schedule: Months 1-24. For the twenty-four (24) month period commencing on December 1, 2019, and continuing on each and every month thereafter in that period, its Pro Rata share of the sum of not less than $1,000.00 per month to be split among all Allowed General Unsecured Claims; and Months 25 and Thereafter. For any and all remaining monthly periods thereafter until such Allowed Claims are paid in full, its Pro Rata Share of the sum of not less than $2,000.00 per month to be split among all Allowed General Unsecured Claims. The Debtor may prepay any Allowed General Unsecured Claims in advance without prepayment penalty. Class 9 is Impaired under the Plan. Holders of Allowed Class 9 Claims are entitled to vote to accept or reject the Plan. On and after the Effective Date, all of the Debtor's assets shall vest in the Reorganized Debtor. As permitted by section 1123(a)(5)(B) of the Bankruptcy Code, on the Effective Date, all of the Debtor's Assets, including the Litigation Claims and right, title, and interest being assumed by the Reorganized Debtor in the assumed Executory Contracts shall vest in Reorganized Debtor. Thereafter, the Reorganized Debtor may operate its Business and may use, acquire, and dispose of such property free and clear of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. Except as specifically provided in the Plan or the Confirmation Order, as of the Effective Date, all property of the Reorganized Debtor shall be free and clear of all Claims. Attorneys for Debtor: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. LARSON ZIRZOW & KAPLAN, LLC 850 E. Bonneville Ave. Las Vegas, Nevada 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: mzirzow@lzklegal.com zlarson@lzklegal.com About DJJ Enterprises DJJ Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-16615) on Nov. 5, 2018, disclosing under $1 million in both assets and liabilities. The Debtor tapped Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC, as bankruptcy counsel, and Knight Law, as special litigation counsel. DORIAN LPG: BW Group Has 10.6% Stake as of September 3 ------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, each of Sohmen Family Foundation and BW Group Limited reported that as of Sept. 3, 2019, they may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 5,820,998 common shares of Dorian LPG Ltd., which represents 10.6% of the total outstanding Common Shares. This percentage is based on 55,063,602 Common Shares outstanding as of Aug. 1, 2019, according to the Q1 2020 10-Q. As of Sept. 3, 2019, BW Euroholdings Limited may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 5,820,898 Common Shares, which represents 10.6% of the total outstanding Common Shares. As of Sept. 3, 2019, BW LPG Limited and BW LPG Holding Limited may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 100 Common Shares, which represents 0.0% of the total outstanding Common Shares. A full-text copy of the regulatory filing is available for free at: https://is.gd/Q19qMJ About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-three modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. Dorian LPG reported a net loss of $50.94 million for the year ended March 31, 2019, a net loss of $20.40 million for the year ended March 31, 2018, and a net loss of $1.44 million for the year ended March 31, 2017. As of June 30, 2019, the Company had $1.61 billion in total assets, $700.02 million in total liabilities, and $919.07 million in total shareholders' equity. EAGLE ENTERPRISES: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Eagle Enterprises, LLC, according to court dockets. About Eagle Enterprises Eagle Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07116) on July 29, 2019. At the time of the filing, Eagle Enterprises estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Catherine Peek Mcewen. Eagle Enterprises is represented by Michael Barnett, P.A. EMERGE ENERGY: Oct. 24 Plan Confirmation Hearing ------------------------------------------------ The hearing to consider confirmation of Emerge Energy Services LP's first amended Chapter 11 plan of reorganization will commence on October 24, 2019, at 1:00 p.m. On the Effective Date, the Reorganized Debtors will enter into the $100 million Exit Facility Credit Agreement. The Debtors anticipate that approximately $50 million will be drawn on this facility at the Effective Date and that proceeds of the Exit Facility Loans will be used to, inter alia, repay DIP Credit Agreement Claims and Allowed Prepetition Credit Agreement Claims; and Prepetition Credit Agreement Liens will continue as valid, perfected, non-avoidable Liens securing the Exit Facility obligations. The total estimated value of the New Limited Partnership Interests at emergence is de minimis to $35 million. Class 6 (General Unsecured Claims) will receive 5% of this value, or an estimated value of de minimis to $1.75 million, and Holders of General Unsecured Claims will share in that 5% pro rata among a pool of claims estimated at approximately $573 million, representing de minimis to approximately 0.3% of the amount of such claims. Committee Objects The Official Committee of Unsecured Creditors objected to the Debtor's request for approval of the Disclosure Statement, complaining that the Disclosure Statement is nearly devoid of detail regarding, among other things, HPS Investment Partners, LLC's role in in hand-picking the two members of the Special Restructuring Committee created by the RSA and empowered with sole authority to act for the Debtors in prosecuting the onerous one-sided Plan, and HPS's role in "negotiating" the so-called Global Settlement (which is anything but 'global') and releases, touted as the very cornerstone of the Plan and the RSA. A full-text copy of the First Amended Disclosure Statement dated September 5, 2019, is available at https://tinyurl.com/yyktzkrz from PacerMonitor.com at no charge. A blacklined version of the First Amended Disclosure Statement dated September 5, 2019, is available at https://tinyurl.com/y22qvzyl from PacerMonitor.com at no charge. Counsel for the Debtors: John H. Knight, Esq. Paul N. Heath, Esq. Zachary I. Shapiro, Esq. Brett M. Haywood, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 -- and -- George A. Davis, Esq. Keith A. Simon, Esq. Hugh K. Murtagh, Esq. Liza L. Burton, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Proposed counsel to the Committee are Jeremy W. Ryan, Esq., Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Potter Anderson & Corroon LLP, in Wilmington, Delaware; Todd C. Meyers, Esq., David M. Posner, Esq., and Kelly Moynihan, Esq., at Kilpatrick Townsend & Stockton LLP, in New York; and Lenard M. Parkins, Esq., at Kilpatrick Townsend & Stockton LLP, in Houston, Texas. About Emerge Energy Services Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged in the mining, processing and distributing silica sand, a key input for the hydraulic fracturing of oil and gas wells. The Debtors conduct their mining and processing operations from facilities located in Wisconsin and Texas. In addition to mining and processing silica sand primarily for use in the oil and gas industry, the Debtors also, to a lesser degree, sell their sand for use in building products and foundry operations. Emerge Energy was formed in 2012 by management and affiliates of Insight Equity Management Company LLC and its affiliated investment funds. Emerge Energy Services and its affiliates protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563) on July 15, 2019. As of Sept. 30, 2018, the Debtors had total assets of $329,385,000 and total liabilities of $266,077,000. The Debtors tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also hired Ankura Consulting Group LLC to provide interim management services. Andrew R. Vara, Acting United States Trustee for Region 3, on July 31 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Emerge Energy Services LP, and its affiliates. EPIC COMPANIES: U.S. Trustee Forms 5-Member Committee ----------------------------------------------------- Henry Hobbs Jr., acting U.S. trustee for Region 7, on Sept. 6 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Epic Companies, LLC and its affiliates. The committee members are: (1) Tetra Technologies, Inc. Attn: Carlos J. Longoria 24955 Interstate 45 North The Woodlands, TX 77380 Tel: 281-367-1983 Email: clongoria@tetratec.com Counsel: Haynes and Boone, LLP Kelli S. Norfleet, Esq. 1221 McKinney, Suite 2100 Houston, TX 77010 Tel: 713-547-2000 Fax: 713-547-2600 Email: norfleet@haynesboone.com (2) Goliath Offshore Holdings PTE, Ltd. Attn: Richard M. Currence, Jr. 650 Poydras Street, Suite 2825 New Orleans, LA 70130 Tel: 504-251-9884 Email: richardcurrence@gmail.com Counsel: Phelps Dunbar LLP Danielle Mashburn-Myrick, Esq. 101 Dauphin Street, Suite 1000 Mobile, AL 36652 Tel: 251-441-8202 Fax: 251-433-1820 Email: danielle.mashburn-myrick@phelps.com (3) Cashman Equipment Corporation Attn: Raymond Riddle 41 Brooks Drive, Suite 1005 Braintree, MA 02184 Tel: 617-875-6905 Email: riddle@4barges.com (4) Offshore Technical Solutions, LLC Attn: Richard Burgo 690 South Hollywood Road Houma, LA 70360 Tel: 985-879-3212 Fax: 985-879-3475 Email: richard@offshoretechnical.com Counsel: Bohman Morse, LLP Martin Bohman, Esq. 650 Poydras Street, Suite 2710 New Orleans, LA 70130 Tel: 504-930-4009 Fax: 504-217-2744 Email: martin@bohmanmorse.com (5) Mule Services, LLC Attn: Joseph Stegeman 1361 Duchamp Road Broussard, LA 70518 Tel: 337-591-3470 Fax: 337-560-0707 Email: jstegeman@muleserv.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Epic Companies Headquartered in Houston, Texas, Epic Companies, LLC, is a full-service provider to the global decommissioning, installation and maintenance markets. Its services include heavy lift, diving and marine, specialty cutting and well plugging and abandonment services. Epic has limited ongoing operations. Epic is owned 50% by Orinoco and 50% by Oakridge Natural Resources, LLC (c/o Thomas M. and Ann M. Clarke) and Oakridge Energy Partners LLC (c/o David A. Wiley). Epic Companies and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34752) in Houston, Texas, on Aug. 26, 2019. Epic estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Porter Hedges LLP as bankruptcy counsel; S3 Advisors, LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims agent. FIELDWOOD ENERGY: Fitch Affirms B- IDR, Outlook Stable ------------------------------------------------------ Fitch Ratings has affirmed the long-term Issuer Default Rating of Fieldwood Energy LLC (Fieldwood) at 'B-', affirmed the company's First Lien Secured Term Loan at 'BB-'/'RR1', and the company's Second Lien Secured Term Loan at 'B+'/'RR2.' The Rating Outlook is Stable. Approximately $1.7 billion in debt is affected by the rating action. Fieldwood's ratings reflect its conservative capital structure following its emergence from pre-packaged Chapter 11 bankruptcy in 2018; hedging protections; increasing size and scale; relatively high exposure to liquids; modestly improved liquidity, and above-average price realizations for oil and natural gas versus peers, linked to its offshore profile. Ratings concerns include the company's substantial environmental obligations, which are high relative to its capital and asset base; the tail risks associated with being a smaller offshore operator exposed to potential oil spills/hurricanes; and potential refinancing risk associated with the revolver and term loan. Fitch views Fieldwood's asset coverage as strong relative to its capital structure, leading to expectations of full recovery (RR1) for the first lien senior secured term loan, and superior recovery (RR2) for the second lien senior secured term loan. KEY RATING DRIVERS Small Offshore E&P Profile: Fieldwood's focus as a small, private equity sponsored player in the offshore shallow and deepwater Gulf of Mexico (GoM) region results in an asset profile that is different from the typical shale-driven onshore E&P. Differences include relatively low asset acquisition costs; lower decline rates; and higher oil and gas price realizations. Challenges associated with the business model include materially higher environmental remediation costs; the need to post significant financial assurances to third parties to guarantee remediation work; and the tail risks from hurricane activity and potential offshore oil spills. As a smaller operator, the company also relies on third-party infrastructure, which can result in periodic shut-in production during planned and unplanned maintenance. Good Credit Metrics: Despite some recent softening, Fieldwood's financial performance and metrics are good for the rating category. As calculated by Fitch, at June 30, 2019 the company's LTM debt/EBITDA leverage edged up to 2.8x from 2.5x at YE 2018, FFO-adjusted leverage edged up to 4.0x from 3.8x at year end, and FCF improved to $40 million. The modest erosion in metrics was driven by maintenance-linked downtime, including 37 days of downtime on the Thunderhawk platform related to the tie-in of Shell's Appomatax pipeline, as well as slower recompletions as some capital was redeployed to deepwater projects. Interest coverage metrics reflect the significant interest expense linked to LOCs and surety bonds which support various decommissioning agreements ($497.6 million outstanding at June 30, 2019). On an LTM basis, FFO interest coverage was 3.2x while fixed charge coverage was 3.1x. Higher 2H19 Spending: In second-half 2019 (2H19), Fitch anticipates the company will accelerate spending on several Deepwater projects, which will mute FCF in 2019 but boost it in in 2020 as associated production comes online. These include the Fieldwood-operated Troika (2 wells), Orlov, Genovesa and Katmai wells. These are higher production brownfield wells that tie back to existing platforms (Orlov/Troika—Bullwinkle facility, Genovesa—Na Kika facility, Katmai—Tarantula facility). Expected first oil dates for the projects fall within a 3-6 month time frame, with the first Troika well expected online in November of this year, followed by one well per month over each of the next few months. Hedges also continue to support the company's forward capex program, with hedge coverage for 2019 oil production of approximately 64% and 20%-30% for 2020. The MTM value of commodity hedges at June 30, 2019 was approximately $50 million. Improved Liquidity: Fieldwood recently established a small ($147.6 million), bilateral first lien first out credit facility. This facility was created using freed up capacity from the company's old super senior secured LoC facility, which was no longer needed given the company's recent switch of a portion of LOCs to surety bonds to cover decommissioning costs. The facility is secured and has the same priority as the previous LOC facility. Financial covenants mirror those contained in the company's existing 1st lien term loan. Fitch views the incremental liquidity favorably, but notes it is modest when scaled against Fieldwood's growing funding needs including decommissioning commitments. In addition, the facility matures in December 2021 and it could be challenging to refinance. In a downturn, Fitch expects the company would rely more heavily on capex cuts and hedges to maintain financial flexibility (Fieldwood is operator on 90%-95% of its properties, with modest maintenance capex). Track Record of Acquisitions: Fieldwood was created as a growth vehicle to consolidate GoM offshore assets. Since its creation, it has made more than $5.0 billion in acquisitions, including the Apache offshore assets in 2013 ($3.75 billion), Sandridge Energy assets in 2014 ($750 million), Noble Energy GoM assets ($480 million, excluding contingent payments), and the Marathon and BP Exchange Transactions in 2018 and the Samson transaction in 2019. Given the weakness in the offshore market, and a focus by larger companies on higher return/higher growth projects (often onshore shale), Fieldwood has been able to obtain favorable valuations in many of these transactions. Fitch expects the company will continue to be acquisitive. Offshore Mexico Interest: Fieldwood Energy LLC holds a 10% ownership stake in a production sharing contract (PSC) in a shallow water offshore block in Mexico. Its total investment in Mexico remains small ($10.5 million as of YE 2018) and the near-term capital required of the company is correspondingly limited at approximately $10 million. However, it is possible this could increase if Fieldwood picks up additional interests in the block or accelerates activity there. Substantial Decommissioning Costs: Because of its focus on mature offshore assets, Fieldwood has inherited substantial environmental liabilities versus onshore peers. At YE 2018, Fieldwood had an Asset Retirement Obligation (ARO) of approximately $1.26 billion, and relatively high related plugging and abandonment (P&A spending). Run-rate P&A spending is estimated by the company in the $100 million-$150 million per year range; however, 2018 spending was somewhat about trend at $172 million, and was linked to expanded remediation projects which included the removal of 55 platforms, 125 wells and 66 pipelines. Fieldwood views its ability to efficiently decommission infrastructure as a competitive advantage. In recent years, the company has plugged and abandoned the majority of decommissioned facilities on the GoM shelf, giving it experience in remediation that many other E&Ps lack. At the same time, Fitch would note that there is considerable variation around estimates for remediation costs, which could pose a risk to cash flows in the event of unfavorable fluctuations. Also, while higher oil prices and efficiency gains tend to push asset retirement lives out, a key risk is acceleration of P&A spending in the event of a sustained downturn in prices. Fieldwood, along with other offshore operators, has seen increased inspections for corrosion related issues year to date. Fitch recognizes that the company's decommissioning reserves and other assurance will help offset some of these costs. This includes $350 million in LCs and $147.6 million in surety bonds pledged to remediate the Apache properties at June 30, 2019, as well as a separate decommissioning Trust A fund. This trust owns a 10% net profits interest in the assets acquired from Apache. Fieldwood makes monthly cash contributions to the Trust until the total security held reaches $800 million or 125% of the remaining liability. Challenging Asset Sales Market: The limited number of parties interested in buying mature offshore assets means that the sale of properties by Fieldwood in a downturn would be challenging. Because of joint and several liability for environmental remediation in the GoM (anyone in the title chain for a property can be held accountable for paying off 100% of an environmental claim if the other entities cannot) sales are carefully vetted, and sellers often seek out extra protection from buyers to protect against this contingency, which adds to costs, as noted. Regulatory Environment Improved: The regulatory environment for offshore operators has improved in some regards under the Trump administration, and Fieldwood has not been required to post material additional bonds to the Bureau of Ocean Energy Management following its 2016 notice to lessees regarding potential supplemental bond requirements for decommissioning activities on leases in the gulf. However, the company's overall exposure to this issue is material, and the risk exists that this treatment could be reversed, particularly in the event of a future change in administrations. DERIVATION SUMMARY Fieldwood's positioning against high-yield peers in the independent E&P space is mixed. In terms of size, it is larger than high-yield peers Talos (NR) and LoneStar Resources (B-/Stable) but smaller than MEG Energy (B/Positive) and SM Energy (B+/Stable). Similar to other offshore producers, oil and natural gas realizations are above average given the company's access to waterborne pricing versus logistically constrained onshore shale peers. At approximately $22,492/boe, FEW's debt/flowing metrics are better than peers including MEG Energy ($38,631/boe), and Lonestar ($41,084/boe), but slightly below SM Energy ($20,308/boe). At June 30, 2019, Fieldwood's cash netbacks were good at $15.9/boe but slightly below average for the peer group. Fieldwood's proved (1p) reserve life has increased to 11.0 years. The company's offshore footprint exposes it to significantly higher remediation (P&A) costs than onshore shale-based single 'B' peers. Its operational risks are also higher given the potentially adverse impacts of any oil spills or hurricane activity on a company of its size, and with its limited capital markets access. This profile acts as a constraint on the rating despite other favorable operational characteristics. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - West Texas Intermediate oil prices of $57.50/bbl in 2019-2020, and $55 across the rest of the forecast; - Henry Hub natural gas prices of $2.75/mcf flat across the forecast; - Total production declines in 2019, then rises to approximately 120mboepd by 2022; - Capex which averages just under $415 million across the forecast period; - P&A costs that average $146 million across the forecast; - Acquisitions averaging $125 million per year across the forecast; - Company initiates dividend payments in 2021. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Sustained production in the 100mboepd-115mboepd range; - Mid-cycle debt/EBITDA leverage at or below the 2.5x level; - Fixed-charge coverage above the 2.5x level; - Maintenance of a conservative financial policy with sustained positive FCF; - Enhanced liquidity and improved ability to refinance capital structure. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Major operational issue or unfavorable regulatory changes (e.g. increased bonding, accelerated P&A); - Fixed-charge coverage at or below 1.5x; - Impaired liquidity. LIQUIDITY AND DEBT STRUCTURE Current Liquidity Adequate: Fieldwood's current liquidity is adequate but limited and includes a cash balance of $212.1 million, as well as $98 million of availability on the company's $147.6 million senior first lien first out revolver. This bilateral facility was created using freed up capacity from the company's super senior secured LoC facility, which became available when the company switched a portion of its decommissioning funds from LoCs to surety bonds. The facility is secured and has priority over the other piece of first lien debt given its first out status. Financial covenants in the 1st lien term loan include consolidated total net leverage max of 4.0x, consolidated 1st lien net leverage above 2.25x, and a minimum asset coverage ratio of 1.75x. The company had ample headroom against its covenants at June 30, 2019. Fitch views the incremental liquidity favorably versus the lack of any facility before, but notes it is modest when scaled against offshore peers. In a downturn, Fitch expects the company would primarily result on capex reductions to maintain FCF, given still-challenging capital markets access conditions for the HY energy sector. Fieldwood's super senior revolver matures in December 2021, and extending the facility may depend on the ability to refinance the company's first lien senior secured term loan due 2022 and its second lien senior secured term loan due 2023. Capital markets are currently challenging for small E&P operators, although access could improve depending on Fieldwood's ability to meet its production and free cash flow goals. Strong Recovery for Secured Notes: Fieldwood's recovery analysis was based on the maximum of going concern value and liquidation value, in line with Fitch's corporate recovery criteria. For liquidation value, Fitch summed the company's A/R (using a standard haircut of 20%), the company's inventories (using a standard haircut of 50%) as well as the company's E&P properties (net PP&E). To determine the liquidation value of the company's E&P properties, Fitch used historical transaction data for the GoM offshore on a $/flowing barrel, $/1p reserves, and PV-10 basis to triangulate in on net PP&E value. This includes tracked transactions from Fitch's biannual report, most recently published in August 2019: U.S. and Canadian E&P Transactions (Limited Capital Market Access, Commodity Price Variability Create Transaction Hangover). Based on these numbers Fitch inferred a conservative valuation of Fieldwood's oil and natural gas properties of $1,455 million. For its going-concern approach, Fitch assumed a going concern EBITDA of $601 million and a 3.1x multiple, which generated a going concern value of $1,862 million. The going concern EBITDA represents Fitch's view of a sustainable, post-reorganization EBITDA level, which would be generated in a stressed environment ($45/barrel WTI, $2.25/mcf gas). This EBITDA number is slightly lower than was used in the previous recovery analysis for Fieldwood, and reflects the impact of a lower gas price, as well as lower forecast production. The 3.1x multiple (unchanged from the previous analysis) is in the 3.0-4.0x range seen for other offshore GoM producers, and remains well below the 6.1x median multiple for the energy sector seen across Fitch's most recent latest Energy, Power, and Commodities Bankruptcy Studies (April 2019). The low multiple reflects the limited number of buyers for end-of-life offshore assets, as well as the considerable P&A costs associated with these assets, which caps the multiple a buyer is willing to pay. The maximum of these two approaches was the going concern approach, which totaled $1,862 million. After subtracting 10% for administrative claims, the remaining value was applied to the waterfall analysis. This led to a recovery of the company's first lien senior secured term loan at the 'RR1' level, followed by the second lien senior secured term loan at the 'RR2' level. FIRST BAPTIST CHURCH: Lumbee Guaranty Objects to Skyline Outline ---------------------------------------------------------------- Lumbee Guaranty Bank, a secured creditor of First Baptist Church, objects to the Disclosure Statement Accompanying the Plan of Reorganization filed by Creditor Skyline Restoration, Inc., for the Debtor. LGB points out that it does not contain adequate information as required by 11 U.S.C. Section 1125. Attorney for Lumbee Guaranty Bank: Joseph J. Vonnegut, Esq. HUTCHENS LAW FIRM LLP Post Office Box 2505 Fayetteville, North Carolina 28302 Tel: (910) 864-6888 Fax: (910) 864-6177 About First Baptist Church Based in Lumberton, North Carolina, First Baptist Church, a nonprofit religious organization, filed a voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 18-04313) on Aug. 30, 2018. In the petition signed by Wixie D. Stephens, chair of the Board of trustees, the Debtor disclosed total assets of $1,627,736 and total liabilities of $1,112,761. The case is assigned to the Hon. David M. Warren. The Debtor is represented by Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina. FIRST BAPTIST HOUSING: Berkadia Objects to Skyline Plan Outline --------------------------------------------------------------- Berkadia Commercial Mortgage LLC objects to the Disclosure Statement accompanying the Plan of Reorganization proposed by Creditor Skyline Restoration, Inc., for First Baptist Housing Development Corporation and First Baptist Housing Development Corporation II. Berkadia complains that the Disclosure Statement fails to provide creditors with adequate information and affirmatively misleads creditors regarding Skyline’s ability to equitably subordinate Berkadia's secured claim. Berkadia asserts that the Disclosure Statement does not provide creditors with sufficient information to adequately assess whether or not to vote to accept the Plan as it fails to explain the basis and probability of success for equitably subordinating Berkadia's claim. Berkadia points out that the Disclosure Statement is not the appropriate forum for one-sided allegations from a disgruntled creditor of the Debtor. According to Berkadia, the proposed Plan is unconfirmable due to its reliance on the equitable subordination of Berkadia’s debt. Counsel for Berkadia Commercial Mortgage LLC: James H. Pulliam, Esq. KILPATRICK TOWNSEND & STOCKTON LLP 214 North Tryon Street, Suite 2400 Charlotte, North Carolina 28202 Tel: (704)-338-5000 Fax: (704)-338-5125 Email: jpulliam@kilpatricktownsend.com About First Baptist Housing First Baptist Housing Development Corporation and First Baptist Housing Development Corporation II filed voluntary Chapter 11 petitions (Bankr. E.D.N.C. Case Nos. 18-05719 and 18-05720) on November 28, 2018. The Debtors are lessors of real estate headquartered in Lumberton, North Carolina. First Baptist Housing Development Corporation is the fee simple owner of a property located at 40 Marion Road Lumberton, NC, having a current value of $746,200. First Baptist Housing Development Corporation II is the fee simple owner of a property located at 40 Marion Road Lumberton, NC, with a tax records valuation of $1.12 million. The cases are assigned to Hon. David M. Warren. The Debtors' counsel is William H. Kroll, Esq., at Stubbs & Perdue, P.A., in Raleigh, North Carolina, and Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina. FORT BRAGG: Court Conditionally Approves Disclosure Statement ------------------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Fort Bragg Carolina Trust is conditionally approved. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on October 10, 2019 at 2:30 p.m. Any written objections to the Disclosure Statement must be filed and served no later than seven (7) days prior to the date of the hearing on confirmation. Objections to confirmation must be filed and served no later than seven (7) days before the date of the Confirmation Hearing. The Plan Proponent must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About Fort Bragg Carolina Trust Fort Bragg Carolina Trust filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03388) on April 15, 2019, listing under $1 million in both assests and liabilities. The case is assigned to Judge Caryl E. Delano. Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A., is serving as the Debtor's counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Fort Bragg Carolina Trust, according to court dockets. FRED'S INC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Fred's, Inc. a/k/a Dublin Aviation, Inc. 2001 Bryan Street, Suite 1550 Dallas, TX 75201 Business Description: Fred's, Inc., together with its subsidiaries, sells general merchandise through its retail discount stores and full service pharmacies. The Company, through its stores, offers health, beauty, and personal care products; household cleaning supplies, disposable diapers, pet foods, and paper products; and various general merchandise, and food and beverage products to low, middle, and fixed income families located in small-to medium-sized towns. Visit https://fredsinc.com for more information. Chapter 11 Petition Date: September 9, 2019 Eight affiliates that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Fred's Stores of Tennessee, Inc. 19-11982 505 N. Main Opp, LLC 19-11983 Fred's, Inc. (Lead Case) 19-11984 National Equipment Management and Leasing, Inc. 19-11985 National Pharmaceutical Network, Inc. 19-11986 Summit Properties - Bridgeport, LLC 19-11987 Summit Properties - Jacksboro, LLC 19-11988 Reeves-Sain Drug Store, Inc. 19-11989 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' Delaware Counsel: Derek C. Abbott, Esq. Andrew R. Remming, Esq. Matthew B. Harvey, Esq. Joseph C. Barsalona II, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: dabbott@mnat.com aremming@mnat.com mharvey@mnat.com jbarsalona@mnat.com Debtors' General Bankruptcy Counsel: Adam L. Shiff, Esq. Robert M. Novick, Esq. Matthew B. Stein, Esq. KASOWITZ BENSON TORRES LLP 1633 Broadway New York, New York 10019 Tel: (212) 506-1700 Fax: (212) 506-1800 E-mail: AShiff@kasowitz.com RNovick@kasowitz.com MStein@kasowitz.com Debtors' Special Counsel: AKIN GUMP STRAUSS HAUER & FELD LLP Debtors' Claims, Notice, & Balloting Agent: EPIQ BANKRUPTCY SOLUTIONS LLC https://dm.epiq11.com/case/FDS/dockets Debtors' Financial & Restructuring Advisor: BERKELEY RESEARCH GROUP, LLC Total Assets as of May 4, 2019: $474,774,000 Total Debts as of May 4, 2019: $380,167,000 The petition was signed by Joseph M. Anto, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb19-11984.pdf List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Richard H. Sain Trade/Vendor $6,575,743 2719 James Edmont CT Murfreesboro, TN 37129 Tel: 615-278-3123 Email: rsain@reevessain.com 2. Bradley Wooldridge Trade/Vendor $6,554,925 3254 Brown Rd Spring Hill, TN 37174 Tel: 855-273-3924 3. PPS Data LLC Trade/Vendor $1,825,501 5241 S. St., Street 2 Murray, UT 84107 Contact: Jeff Johnson, President Tel: 855-214-2356 Fax: 855-214-2356 Email: info@providerpay.com 4. Deloitte Consulting LLP Trade/Vendor $1,737,826 850-2nd Street SW Suite 700 Calgary AB, AB t2P 1B7 Canada Contact: Sarah Chapman, Director Tel: 416-601-6150 Fax: 403-264-2871 Email: sachapman@deloitte.ca 5. UXC Eclipse (USA) LLC Trade/Vendor $1,207,487 1775 Tysons Blvd. Tysons, VA 22102 Contact: Brian Deming, President Tel: 212-965-6400 Email: cwhitehead@uxceclipse.com 6. Reckitt Benckiser Trade/Vendor $677,243 399 Interpace Parkway PO Box 225 Parsipanny, NJ 70540 Contact: Rakesh Kapoor, CEO Tel: 973-404-2600 Fax: 973-404-5700 Email: sustainability@rb.com 7. Grant Thornton LLP Trade/Vendor $665,373 100 E. Wisconsin Avenue Milwaukee, WI 53020 Contact: Jeffrey T. Bradford, Partner Tel: 212-370-4520 Fax: 414-289-9910 Email: jeff.bradford@us.gt.com 8. Novus Media LLC Trade/Vendor $615,210 2 Carlson Parkway Suite 400 4th Floor Plymouth, MN 55447 Contact: Dave Murphy, CEO Tel: 888-229-4656 Email: david.murphy@novusmediainc.com 9. Bio-Lab Inc. Trade/Vendor $613,760 1735 North Brown Rd PO Box 300002 Lawrenceville, GA 30049 Contact: Lawrence Guthrie; Amanda Cardini Tel: 678-502-4000 Fax: 877-592-1119 Email: lawrence.guthrie@biolabinc.com; acardani@kikcorp.com 10. JDA Software Inc. Trade/Vendor $531,332 14400 N 87th St Scottsdale, AZ 85260 Contact: Girish Rishi, CEO Tel: 480-308-3949 11. B W I Companies Trade/Vendor $509,187 4924 Hickory Hill P.O. Box 990 MPHS, TN 38115 Contact: Jim Bunch, CEO Tel: 901-367-2941 Fax: 903-838-5615 12. Rubbermaid Incorporated Trade/Vendor $486,751 9999 East 121 Street Fishers, IN 46037 Contact: Jeffrey P. Keohane Dir Sales Tel: 704-987-4672 Fax: 704-987-4507 Email: edi.notify@newellco.co 13. A.T. Kearney Inc. Litigation $469,740 227 West Monroe Street Chicago, IL 60606 Contact: Todd Huseby, Partner Tel: 312-648-0111 Email: todd.huseby@atkearny.com 14. Unilever HPC - USA Trade/Vendor $462,821 5250 E. Raines Rd. Memphis, TN 38118 Contact: Alan Jope, CEO Tel: 919-782-0919 15. Bank of America NA Trade/Vendor $457,208 414 Union St. Nashville, TN 37219 Contact: Amy Watson Tel: 615-749-3377 16. Duracell Distributing Inc. Trade/Vendor $414,269 1209 Orange Street Wilmington, DE 19801 Contact: Thom Lachman, CEO Tel: 800-551-2355 Fax: 203-791-3039 Email: davis.nc@duracell.com 17. RB Health (US) LLC Trade/Vendor $397,950 399 Interpace Parkway P.O. Box 225 Parsipanny, NJ 70540 Contact: Rakesh Kapoor, CEO Tel: 973-404-2600 Fax: 973-404-5700 Email: sustainability@rb.com 18. Reynolds Consumer Trade/Vendor $384,051 1900 W Field Court Lake Forest, IL 60045 Contact: Lance Mitchell, CEO Tel: 312-264-0111 Email: kathy.gilliland@reynoldsbrands.com 19. Bayer Healthcare LLC Trade/Vendor $383,081 100 Bayer Road Pittsburgh, PA 15205 Contact: Werner Baumann, CEO Tel: 574-252-3317 Email: chris.cramer@bayer.com shirley.beach@bayer.com 20. Retail Tech Trade/Vendor $382,635 1501 Park Road Chanhassen, MN 55317 Contact: Robert Spinner, CEO Tel: 877-580-9687 Fax: 952-830-0493 Email: pos@retailecinc.com 21. AON Risk Insurance Trade/Vendor $370,132 1900 16th St. Ste 1000 Denver, CO 80202 Contact: Greg Case, CEO Tel: 303-758-7688 22. EMSON Trade/Vendor $359,436 225 5th Ave. Suite 800 New York, NY 10001 Contact: Eddie Mishan, CEO Tel: 212-795-6851 Fax: 212-213-1518 23. Maybelline Garnier Trade/Vendor $353,107 P.O. Box 8805 Little Rock, AR 72231 Contact: Frederick Roze, CEO Tel: 901-758-8449 Fax: 501-955-8671 24. Johnson & Johnson Trade/Vendor $336,813 199 Grandview Rd Skillman 85580 Contact: Alex Gorsky, CEO Tel: 732-524-0400 Email: edirequests@conbr.jnj.com 25. Pfizer Inc. Trade/Vendor $333,219 9289 Oakengate Cove Cordova, TN 38016 Contact: John P. Simleton, Sr. Credit Risk Analyst Tel: 901-367-2941 Fax: 901-751-4419 Email: john.simelton@pfizer.com 26. JAKKS Pacific Inc. Trade/Vendor $301,146 Kevin Killian Kowloon/Hong Kong China Contact: Stephen G. Berman, CEO Tel: 212-929-9278 Email: consumers@jakks.com 27. Hallmark Marketing Trade/Vendor $282,344 P.O. Box 73642 Chicago, IL Contact: Craig Lorenzen Sr. Credit Supervisor Tel: 816-274-4498 Fax: 816-274-7171 Email: craig.lorenzen@hallmark.com 28. Conair Corporation Trade/Vendor $281,972 1 Cummings Point Road Stanford, CT 69040 Contact: Donald T. Diamond, CEO Tel: 901-365-0768 Email: petetasiheaol.com 29. World and Main (Cranbury) Trade/Vendor $281,479 324A Half Acre Road Cranbury, NJ 85120 Contact: Bryan Yeazel, CEO Tel: 973-404-2600 Email: anthonyderosa@worldandmain.com 30. P & L Developments LLC Trade/Vendor $280,702 609-2 Cantaigue Rock Rd Westbury, NY 11590 Contact: John J. Francis, CCO Tel: 516-795-6851 Fax: 516-986-1769 Email: hdinsmore@pldevelopment.com FRIENDS OF CITRUS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Friends of Citrus And The Nature Coast, Inc., according to court dockets. About Friends of Citrus And The Nature Coast Friends of Citrus And The Nature Coast -- https://friendsofcitrus.org/ -- is a charitable organization providing community grief support workshop for anyone who has experienced a loss; telephone support; grief support resources for all ages; educational materials for parents and teachers; and children's grief support camps. Friends of Citrus And The Nature Coast, Inc. filed a voluntary petition in this Court for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03101) on Aug. 14, 2019. On Aug. 15, 2019, the case was transferred to Tampa Division and was assigned a new case number (Case No. 19-07720). In the petition signed by Bonnie L. Saylor, chief executive officer, Friends of Citrus estimated $7,510,918 in assets and $5,283,937 in liabilities. Frank P. Terzo, Esq. at Nelson Mullins Broad and Cassel represents Friends of Citrus as counsel. FUSION CONNECT: Has Up to $275MM New 1st Lien Credit Agreement -------------------------------------------------------------- Fusion Connect, Inc., and its U.S. subsidiary debtors filed an amended Chapter 11 plan and accompanying amended disclosure statement. The First Lien Lender Group and the official committee of unsecured creditors recommend approval of the Plan. Upon consummation of the Reorganization Transaction, on the Effective Date, pursuant to and in accordance with the Amended Plan, the Reorganized Debtors will, among other things: (a) issue 100% of the New Equity Interests and Special Warrants to the holders of Allowed First Lien Claims (subject to dilution by the Management Incentive Plan and, if the Amended Plan is accepted by Class 4 (Second Lien Claims), the Second Lien Warrants, if exercised) in accordance with the Equity Allocation Mechanism, the Special Warrant Agreement, and the Second Lien Warrant Agreement (if any); (b) if the Amended Plan is accepted by Class 4 (Second Lien Claims), issue the Second Lien Warrants; (c) enter into the New Exit Facility Credit Agreement of up to $125 million, the proceeds of which would provide for the payment of DIP Facility and provide liquidity for the Company's working capital purposes; and (d) enter into the New First Lien Credit Agreement of up to $275 million to be issued to holders of Allowed First Lien Clams. Class 5 General Unsecured Claims are impaired. Each such holder thereof shall receive such holder's Pro Rata share of the Litigation Trust Interests on the Effective Date. Class 3 First Lien Claims are impaired. Each such holder thereof shall receive on the Effective Date such holder’s Pro Rata share of (a) the First Lien Lender Equity Distribution; provided, that notwithstanding anything herein to the contrary, the distribution of the First Lien Lender Equity Distribution shall be made pursuant to, and subject to the terms and conditions of, the Equity Allocation Mechanism, less any New Equity Interests and/or Special Warrants distributable to other classes of Claims in order for the Bankruptcy Court to determine that the Amended Plan satisfies section 1129(a)(7) of the Bankruptcy Code; (b) the loans under the New First Lien Credit Facility; and (c) cash or other proceeds, if any, from the sale of the Debtors’ Canadian business unless otherwise agreed to by the Requisite First Lien Lenders. Class 4 Second Lien Claims are impaired. Each holder of a Second Lien Claim and Second Lien Deficiency Claim shall receive on the Effective Date, in full satisfaction of its Allowed Second Lien Claim and Second Lien Deficiency Claim, such holder’s Pro Rata share of Second Lien Warrants. Class 8 Parent Equity Interests are impaired. On the Effective Date, all Parent Equity Interests shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall be of no further force and effect, whether surrendered for cancellation or otherwise. Class 9 Subordinated Securities Claims are impaired. Holders of Subordinated Securities Claims shall not receive or retain any property under the Amended Plan on account of such Subordinated Securities Claims. The Debtors shall fund distributions and satisfy applicable Allowed Claims and Allowed Interests under the Amended Plan with Cash on hand, the proceeds of the New Exit Facility, loans under the New First Lien Credit Facility, the New Equity Interests, the Special Warrants, and the Second Lien Warrants (if any) and through the issuance and distribution of the Litigation Trust Interests. A full-text copy of the Amended Disclosure Statement dated September 4, 2019, is available at https://tinyurl.com/y2x6gx67 from PacerMonitor.com at no charge. Attorneys for Debtors: Gary T. Holtzer, Esq. Sunny Singh, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 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. The U.S. Trustee for Region 2 formed a committee of unsecured creditors in the Debtors' cases on June 18, 2019. The committee is represented by Cooley LLP. GLOBAL MINISTRIES: S&P Cuts Bond Ratings on Financial Decline ------------------------------------------------------------- S&P Global Ratings lowered these long-term ratings on bonds issued on behalf of Global Ministries Fellowship (GMF), Tenn., a nonprofit corporation that develops and operates affordable housing: -- To 'B-' from 'BB-' on Bellemont LLC bonds, -- To 'B-' from 'B+' on Louisiana Chateau LLC series 2009A bonds, -- To 'B+' from 'BB-' on Parc Fontaine LLC bonds, and -- To 'B+' from 'BB-' on Willows LLC bonds. At the same time, S&P affirmed its 'CCC+' long-term rating on Louisiana Chateau series 2009B bonds. The outlook on all the ratings is negative. "The rating actions reflect our assessment of the most recent audited financial statements available, from fiscal 2018," said S&P credit analyst Alan Bonilla. "All properties have exhibited and continue to exhibit signs of both physical and financial decline, particularly in the past three years." The negative outlook reflects S&P's view of decreased debt service coverage, increased loan-to-value, and its assessment of the GMF portfolio's strategy and management as highly vulnerable. GRANITE HOLDINGS: S&P Assigns 'B' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to Granite Holdings U.S. Acquisition Co. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the $1.075 billion senior secured first-lien facilities. The '3' recovery rating indicates S&P's expectation for a meaningful recovery (50%-70%; rounded estimate: 50%). S&P also assigned its 'B-' issue-level rating and '5' recovery rating to the unsecured debt. The '5' recovery rating indicates the rating agency's expectation for modest recovery (10%-30%; rounded estimate: 20%). S&P's 'B' issuer credit rating incorporates its assessment of Granite's high financial leverage, moderate product diversity, and exposure to cyclical end markets. On the other hand, the company's broad geographic diversity and its limited customer concentration partially mitigate the weaknesses. The company's profit margins are low relative to similarly rated peers, but S&P expects the company to begin to see the fruits of prior restructuring activities. The stable outlook on Granite reflects S&P's expectation that the company will benefit from stable market conditions that will allow the company to maintain leverage in the low-6x range in 2019 and generate S&P-adjusted free cash flow in the $100 million range over the next 12 months. "We could lower our rating on Granite if we expect leverage to stay over 6.5x. This could occur, for instance, if the end markets in which the company operates deteriorate significantly and if the company has limited progress in improving operating profits, causing leverage to be significantly above our expectations," S&P said. "While unlikely, we could upgrade our rating on Granite over the next 12 months if we expect the company to maintain a debt-to-EBITDA ratio below 5x for a sustained period of time. In order to raise the rating, we would need to be confident that the company will be less likely to undertake large debt-funded acquisitions," the rating agency said. GREGORY TE VELDE: Trustee's $29M Sale of Assets to Maricopa Okayed ------------------------------------------------------------------ Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the Eastern District of California authorized Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde, to sell all land, buildings, fixtures, and improvements of the Debtor, consisting of approximately 1,991 acres commonly known as Gregory J. te Velde Ranch, including without limitations certain personal property including existing permanent irrigation equipment, all dairy barns and affixed equipment, dairy equipment milking equipment and other buildings, all water and irrigation rights, digester, all mineral and gas rights, all easements of any kind, as defined in their Asset Purchase Agreement, to Maricopa Orchards, LLC, for $28.75 million. A hearing on the Motion was held Aug. 28, 2019 at 1:30 p.m. The GJTV Assets include without limitation all those assets situated in the County of Tulare, State of California, and more particularly described in the APA as amended. The Trustee is authorized to assume the subject executory contracts described in the Motion and assign them to the Buyer at closing. The sale is free and clear of any and all Affected Interests. All filed or recorded Affected Interests shall, upon and subject to the occurrence of the Closing and a recordation of the Order, be removed and stricken as against the GITV Assets. The Trustee, and any escrow agent upon the Trustee's written instruction, will be authorized to make the following disbursements on the Closing: (a) all real property taxesdue to the Lower Tule Irrigation District and County of Tulare estimated to be $236,190; (b) all normal seller's closing costs; (c) a total commission is 1.75% of the purchase price with .875% to Doug Phillips at Schuil & Associates, Inc. and .875% to Marc Schuil at Schuil & Associates, Inc. of the gross sales price and $75,000 to the Debtor on account of his homestead exemption with all remaining sale proceeds to be distributed as set forth in the paragraph immediately below. The Net Escrow Proceeds will mean those monies remaining after payment of the items set forth. The escrow agent will disburse the Net Escrow Proceeds in the following order: a. To the Trustee in the amount of $150,000 on account ofpersonal property recovered for the estate; and b. Directly to Rabo AgriFinance LLC for allocation as follows: (1) First, $850,000 on account ofpersonal property being sold to be applied to the Herd/Feed Line of Credit, identified in Proof of Claim No. 20, as amended, as Loan Number 491098-1; (2) Second, the remaining Net Escrow Proceeds to be applied to the Real Estate loan identified in Proof of Claim No. 20, as amended, as Loan Number 4312932-03, until fully satisfied; and (3) Third, the remaining Net Escrow Proceeds to be applied to the Real Estate loan identified in Proof of Claim No. 20, as amended, as Loan Number 4312932-08, until fully satisfied; and c. Any and all remaining Net Escrow Proceeds to the Trustee, who will hold the Net Escrow Proceeds in a blocked, interest bearing account of the Trustee at Exchange Bank for the bankruptcy estate of Gregory J. te Velde, Case No. 18-11651, and to be covered by his bond in the case, and not disburse any such proceeds absent further Order or Judgment of the Court on due notice to the parties in the case and/or the related adversary proceeding. The Affected Interests (including the liens of Rabo AgriFinance LLC on personal property) will attach to the Net Proceeds of Sale in the order of their priority, with the same validity, force and effect that they had against the GJTV Assets. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rule 6004(h), applies with respect to thieOrder; any and all such stay is waived. Following the Closing, the Trustee will timely file a Report of Sale with the Court. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Gregory_te_Velde_2704_Order.pdf About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. In his Chapter 11 petition, the Debtor estimated both assets and liabilities between $100 million and $500 million. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. H&B HOLDINGS: Seeks to Hire Maples Law as Attorney -------------------------------------------------- H&B Holdings, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Maples Law Firm, P.C., as attorney to the Debtor. H&B Holdings requires Maples Law to: a. prepare pleadings and applications and conduct examinations incidental to any related proceedings or to the administration of this case; b. develop the relationship of the status of the Debtor to the claims of creditors in the bankruptcy case; c. advise the Debtor of its rights, duties, and obligations as the Debtor operating under Chapter 11 of the Bankruptcy Code; d. take any and all other necessary action incident to the proper preservation and administration of this Chapter 11 case; and e. advise and assist the Debtor in the formation and preservation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement, and any and all matters related thereto. Maples Law will be paid at these hourly rates: Attorneys $360 Associates $205 to $215 Paralegals $55 to $130 Maples Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Stuart M. Maples, partner of Maples Law Firm, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Maples Law can be reached at: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC 200 Clinton Ave. West, Suite 1000 Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: smaples@mapleslawfirmpc.com About H&B Holdings H&B Holdings Inc. is a privately held company in the wholesale lumber business. H&B Holdings, Inc., based in Tuscumbia, AL, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 19-82417) on August 13, 2019. The Hon. Clifton R. Jessup Jr. oversees the case. Stuart M. Maples, Esq., at Maples Law Firm, P.C., serves as bankruptcy counsel. In the petition signed by Harvey F. Robbins, III, president, the Debtor disclosed $236,441 in assets and $7,641,392 in liabilities. HALCON RESOURCES: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------- Henry Hobbs Jr., acting U.S. trustee for Region 7, on Sept. 6 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Halcon Resources Corporation and its affiliates. The committee members are: (1) SC Fund Management LLC Profit Sharing Plan Attn: Edward A. Collery 747 3rd Avenue, 27th Floor New York, NY 10017 Tel: 212-813-3414 Email: nedc@scfundamental.com (2) Michael Sammons 1013 10th Street #B Galveston, TX 77550 Tel: 210-858-6199 Email: michaelsammons@yahoo.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Halcon Resources Halcon Resources Corporation (OTC PINK: HKRS)is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich oil and natural gas assets in the United States. During 2017, the Halcon acquired certain property in the Delaware Basin and divested their assets located in the Williston Basin in North Dakota and in the El Halon area of East Texas. As a result, the properties and drilling activities are currently focused in the Delaware Basin. Halcon Resources and its affiliates previously sought bankruptcy protection on July 27, 2016 (Bankr. D. Del. Lead Case No. 16-11724) and emerged from bankruptcy in September 2016 after eliminating $1.8 billion in long-term debt. Halcon Resources Corporation, along with its subsidiaries, again sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34446) on Aug. 7, 2019, this time to seek confirmation of a prepackaged plan that would cut debt by $750 million. The Debtors disclosed $1,798,838,000 in total assets and $945,175,000 in total liabilities as of March 31, 2019. Perella Weinburg Partners and Tudor Pickering Holt & Co. are acting as financial advisors, Weil, Gotshal & Manges LLP is acting as legal counsel and FTI Consulting, Inc. is acting as restructuring advisor to the Company in connection with the Restructuring Plan. KCC is the claims agent. Ducera Partners LLC is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison is acting as legal advisor to the Unsecured Noteholders that comprise the Ad Hoc Noteholder Group. Simpson Thacher & Bartlett LLP, is lead counsel for JPMorgan Chase Bank, N.A., as administrative agent under the Prepetition RBL Credit Agreement. RPA Advisors, LLC, is the financial advisor for the Prepetition RBL Agent. Stroock & Stroock & Lavan LLP is counsel to Secured Swap Provider, J. Aron & Company, under the Prepetition Secured Swap Agreements. HIGHLAND SALONS: Hires Davis Commercial as Real Estate Broker ------------------------------------------------------------- Highland Salons, Ltd, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Davis Commercial, as real estate broker to the Debtor. Highland Salons requires Davis Commercial to market and sell the Debtor's real property known as Res A Blk 1 Highland Salon, located at 21720 Highland Knolls Dr., Kat, TX 77450. Davis Commercial will be paid a commission of 6% of the sales price. Mark Davis, president of Davis Commercial, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Davis Commercial can be reached at: Mark Davis DAVIS COMMERCIAL 616 Hawthorne Street Houston, TX 77006 Tel: (713) 528-9776 About Highland Salons Ltd Highland Salons, LP is a full-service salon specializing in hair, nails, massage and esthetics. It also offers a menu of personalized skin therapies, body treatments, massage, anti-aging facials and customized packages. Highland Salons sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-30540) on Feb. 1, 2019. At the time of the filing, the Debtor disclosed $3,553,410 in assets and $1,019,255 in liabilities. The case is assigned to Judge David R. Jones. The Debtor tapped Law Office of Peter Johnson as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HILL-ROM HOLDINGS: S&P Rates New $425MM Sr. Unsecured Notes 'BB' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' rating to Hill-Rom Holdings Inc.'s (BB+/Stable/--) proposed $425 million unsecured notes due in 2027. The recovery rating is '5', indicating S&P's expectations for modest recovery (10%-30%; rounded estimate: 10%) in the event of a payment default. S&P expects the company to use the net proceeds to refinance its existing $425 million 5.75% senior unsecured notes due 2023. Hill-Rom Holdings Inc. is a leading manufacturer and provider of medical equipment, including connected smart beds, patient lifts, patient assessment and monitoring technologies, caregiver collaboration tools, respiratory care devices, and advanced operating room equipment. "Our 'BB+' issuer credit rating on Hillrom is unaffected by this leverage-neutral refinancing, and incorporates our view of the company's well-established brands, a favorable market position, and good product diversity, which is partially offset by intense competition and profitability that is below average relative to medical device peers," S&P said. "While we expect mergers and acquisitions (M&A) to contribute to Hill-Rom's growth strategy, we expect the company to maintain leverage between 3x and 4x." ISSUE RATINGS--RECOVERY ANALYSIS -- The company's capital structure post-refinancing will include the new $2.2 billion senior secured credit facilities (consisting of $1.2 billion revolver and $1 billion term loan A issued in August 2019), the new $425 million unsecured notes due in 2027, along with the existing $200 million securitization program, $296 million senior unsecured 5.00% notes due 2025, $13.6 million unsecured debentures due 2024, and $29.5 million unsecured debentures due 2027. -- S&P's simulated default scenario contemplates a default in 2024 stemming from competitive pressures and tightened constraints on hospital budgets. -- S&P assumes 85% of the available revolver is drawn and an increase in revolver borrowing costs resulting from LIBOR increases and credit deterioration. -- Given its leading market position, S&P believes Hillrom would likely reorganize in the event of default. -- S&P estimates that for the company to default, EBITDA would need to decline to about $310 million, which is its estimate of the company's fixed charges (interest, some of the debt amortization, and maintenance capital expenditures). -- S&P valued the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA, consistent with its treatment of peers. -- S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 6x to value the company. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $310 million -- EBITDA multiple: 6x -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value (after 5% admin. costs): $1.77 billion -- Valuation split in % (obligors/nonobligors with 65% equity pledge/nonobligors with 0% equity pledge): 83%/11%/6% -- Priority debt (securitization): $203 million -- Collateral value available to secured creditors: $1.39 billion -- Secured first-lien debt: $1.81 billion -- Total value available to unsecured claims: $174 million -- Unsecured claims: $1.2 billion -- Recovery expectations for unsecured claims: 10%-30%; rounded estimate: 10% Notes: All debt amounts include six months of prepetition interest. IFRESH INC: May Issue 2.3 Million Shares Under 2019 Equity Plan --------------------------------------------------------------- iFresh, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 2,293,000 shares of the Company's common stock, $0.0001 par value per share, of the Company that may be issued and sold under the iFresh, Inc. 2019 Equity Incentive Plan. A full-text copy of the regulatory filing is available for free at: https://is.gd/NKYpL9 About iFresh, Inc. iFresh Inc., headquartered in Long Island City, New York -- http://www.ifreshmarket.com/-- is an Asian American grocery supermarket chain and online grocer. iFresh currently has 10 retail supermarkets across New York, Massachusetts and Florida. In addition to retail supermarkets, iFresh operates two in-house wholesale businesses, Strong America Inc. and New York Mart Group, that offer more than 6,000 wholesale products and service to iFresh retail supermarkets and over 1,000 external customers including wholesale stores, retail supermarkets, and restaurants. iFresh Inc. reported a net loss of $12 million for the year ended March 31, 2019, compared to a net loss of $791,293 for the year ended March 31, 2018. As of June 30, 2019, the Company had $109.55 million in total assets, $110.91 million in total liabilities, and a total shareholders' deficiency of $1.35 million. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 28, 2019, citing that the Company incurred operating losses and did not meet the financial covenant required in its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMPACT GLASS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Impact Glass Services, LLC 3520 SW 20th Street Pembroke Park, FL 33023 Case No.: 19-22046 Business Description: Impact Glass Services, LLC -- https://www.impactglassmiami.com/ -- specializes in commercial and residential glass services. Since 2009, Impact Glass has been serving the glass needs for homeowners, condo associations, property managers, business owners and high end construction companies of South Florida. The Company offers glass repairs and replacement including sliding door repairs, electrostatic paint, water leaks repair, scratch removal, window installation, hardware replacement, and preventative maintenance plans. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. John K. Olson Debtor's Counsel: Richard R Robles, Esq. LAW OFFICES OF RICHARD R. ROBLES, P.A. 905 Brickell Bay Dr #228 Miami, FL 33131 Tel: (305) 755-9200 E-mail: rrobles@roblespa.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yussef Saieh Velez, managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb19-22046_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb19-22046.pdf IMPALA BORROWER: Fitch Affirms BB- Ratings on 1st Lien Term Loan ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB-' senior secured first lien term loan ratings assigned to Impala Borrower LLC and VFH Parent LLC, both of which are debt issuing subsidiaries of Virtu Financial LLC , following their announced $525 million upsizing of an existing facility. In addition, Fitch has withdrawn VFH's expected senior secured first lien notes rating of 'BB-(EXP)', as the issuance is not expected to take place. Impala and VFH, both wholly owned subsidiaries of Virtu, announced their intention to borrow an additional $525 million under the existing senior secured first lien term loan facility. Proceeds from the issuance are expected to be used to refinance the existing $500 million senior secured second lien notes due in 2022 and pay about $26 million in early redemption costs, making the current transaction very close to leverage-neutral for Virtu. Fitch expects to withdraw the 'B+' rating on VFH's currently outstanding $500 million senior secured second lien notes upon the completion of the tender offer. The ratings were withdrawn with the following reason: forthcoming debt issue/transaction carrying an expected rating is no longer expected to proceed as previously envisaged. KEY RATING DRIVERS IDRs AND SENIOR DEBT The affirmation of the senior secured term loan ratings reflect the limited impact of the debt issuance on Virtu's leverage profile, combined with Fitch's continued expectation for average recovery prospects for the instrument. Virtu's Issuer Default Rating (IDR) reflects its established market position as a technology-driven market maker across various venues, geographies and products, further enhanced by the acquisition of KCG Holdings, Inc. (KCG) in July 2017. Virtu also has good historic operating performance, a scalable business model, an experienced management team, and demonstrated execution against operational and financial objectives. Fitch believes that Virtu's market-neutral trading strategies in highly liquid products and extremely short holding periods minimize market and liquidity risks. Fitch also believes the firm's risk controls are robust, as evidenced by minimal instances of material historical operational losses. The Negative Outlook assigned to Virtu's IDR is unaffected by the refinancing transaction, and continues to reflect Fitch's view of elevated execution risk associated with the March 2019 acquisition of Investment Technology Group, Inc. (ITG) in terms of integration, achievement of envisioned synergies and deleveraging. Fitch believes these risks could result in leverage remaining above 2.5x on a gross debt to EBITDA basis, for an extended period of time, particularly in the event of a sustained market disruption. Fitch also notes recent financial underperformance and historical governance deficiencies at ITG, the latter of which resulted in recent settlements with the SEC related to events up until late 2016. These risks associated with the ITG acquisition are partially balanced against the potentially improved client execution franchise, reduced earnings volatility and improved geographic diversification as a result of the transaction. The announced debt refinancing transaction is expected to be largely leverage-neutral for Virtu, as the incremental $25 million increase in debt is considered immaterial. Pro forma for the run rate ITG EBITDA, cash flow leverage, as expressed by gross debt to adjusted EBITDA increased to 3.6x for the trailing-12-months ended Jun 30, 2019 from 1.5x for the 12 months ended Dec. 31, 2018, excluding any potential cost or capital synergies. Virtu expects to realize $114 million in net cash synergies by the end of 2019 and $167 million in the 18-24 months following the transaction close. Including the cost synergies scheduled to be realized by end-2019, pro forma cash flow leverage would be 3.2x. Virtu has also indicated it could potentially achieve capital synergies of $125 million, mostly in the form of reduced prudential capital requirements as a result of optimization of overlapping regulated broker-dealer subsidiaries. Should capital synergies be used to repay debt, Fitch estimates leverage would be 3.1x on a gross debt/adjusted EBITDA basis. Virtu has communicated a long-term leverage target of 2.00x-2.25x to be achieved by end-2020. RATING SENSITIVITIES IDRs AND SENIOR DEBT The secured term loan rating is primarily sensitive to changes in Virtu's IDR, and secondarily, to material changes in Virtu's capital structure and/or changes in Fitch's assessment of the recovery prospects for the debt instruments. Negative rating actions for the ISR could result from integration or execution challenges associated with the ITG acquisition that result in shortfalls in projected cost and capital synergies, an inability to reduce leverage towards or below 2.5x on a gross debt/adjusted EBITDA basis over the next 12-18 months, and a material deterioration of interest coverage, or adverse legal or regulatory actions against Virtu. A rating downgrade could also result from material operational or risk management failures, a failure to maintain Virtu's market position in the face of evolving market structures and technologies, and/or a material shift into trading less liquid products. Demonstrated progress in de-leveraging towards the company's publicly-articulated long-term target of 2.0x-2.25x on a gross debt/adjusted EBITDA basis, successful execution against stated business and financial objectives associated with the ITG acquisition, and a demonstrated ability to manage the potential conflict of interest between proprietary market making and client execution businesses could lead to the Rating Outlook being revised to Stable from Negative. Positive rating action, though likely limited to the 'BB' rating category, given the significant operational risk inherent in technology-driven trading, could be driven by consistent operating performance and minimal operational losses over a longer time period while maintaining cash flow leverage consistently at-or-below 2.0x on a gross debt/adjusted EBITDA basis. Increased funding flexibility, including demonstrated access to third party funding through market cycles, could also contribute to positive rating momentum. SUBSIDIARY AND AFFILIATED COMPANIES The ratings of VFH and Impala are expected to remain equalized with those of Virtu, reflecting the full ownership and unconditional guarantee on the senior secured debt issued by VFH and Impala. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS Existing ratings for Virtu are as follows: Virtu Financial LLC -- Long-term IDR 'BB-'. VFH Parent LLC -- Long-term IDR 'BB-'; -- Secured credit facility 'BB-'; -- Senior secured second lien notes 'B+' Impala Borrower LLC -- Long-term IDR 'BB-'; -- Secured credit facility 'BB-'. Orchestra Co-Issuer LLC -- Long-term IDR 'BB-' The Rating Outlook is Negative. IMPORT SPECIALTIES: U.S. Trustee Forms 3-Member Committee --------------------------------------------------------- The U.S. Trustee for Region 12 on Sept. 5 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Import Specialties Inc. The committee members are: (1) LSC Communications U.S. LLC 4101 Winfield Road Warrenville, IL 60555 Contact Person: Dan Pevonka Phone: 630-821-3108 Email: Dan.Pevonka@LSCcom.com (2) Newgistics, Inc. 7171 Southwest Parkway Building 300, Suite 400 Austin, TX 78735 Contact Person: Craig Juul Phone: 512-225-6015 Email: craig.juul@pb.com (3) Hyper Microsystems, Inc. 1501 Michael Drive Wood Dale, IL 60191 Contact Person: Gregory Yurovsky Phone: 847-499-7020 Email: gy@hypermicro.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Import Specialties Import Specialties Incorporated is a privately held company in Chaska, Minnesota that sells products using television, catalog, internet, and mail-order. Import Specialties Incorporated filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 19-42563) on Aug. 22, 2019. In the petition signed by Mark R. Platt, chief executive officer, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case has been assigned to Judge Kathleen H. Sanberg. John D. Lamey, III, Esq. at Lamey Law Firm, P.A., is the Debtor's counsel. INVERNESS VILLAGE: Tulsa Hills Buying Inverness Facility for $41M ----------------------------------------------------------------- Inverness Village asks the U.S. Bankruptcy Court for the Northern District of Oklahoma to authorize the bidding procedures in connection with the sale of the Inverness Village Retirement Community located in Tulsa, Oklahoma to Tulsa Hills Community, Inc. for $41 million, plus the assumption of all Residency Agreements of current residents, and the assumption of all entrance fee refund obligations owed to current and former residents under the applicable Residency Agreements with such former residents, subject to overbid. The Debtor is an Oklahoma not for profit corporation that owns the Inverness Facility. The Inverness Facility is a modern senior living community that was completed in 2003 that accommodates residents' needs based on their required level of care through its integrated independent living facility, assisted living facility, and skilled nursing facility. The Inverness Facility is located at 3800 West 71st Street, Tulsa, Creek County, Oklahoma, sits on approximately 190 acres, and includes various facilities. The Inverness Facility was constructed at a cost of approximately $97 million. Essentially all aspects of the Inverness Facility are managed by Asbury Communities, Inc., a non-profit, nonstock Maryland corporation, pursuant to a management services agreement. The Debtor's current Board of Directors are all experienced business professionals that have the necessary skill set to navigate the Debtor through its financial difficulties. In 2012 and 2013, Debtor borrowed in excess of $69 million pursuant to publicly traded bonds issued by the Oklahoma Development Finance Authority. The repayment of the Bonds is secured by a lien on substantially all the assets of the Debtor in favor of UMB Bank, N.A., as indenture trustee for the benefit of the bondholders. The amount owed by Debtor pursuant to the Bonds is approximately $65.3 million in principal, plus interest, costs and expenses. Commencing in January, 2018, the Debtor failed to make the required debt service payments due on the Bonds. Over the next ten months, the Debtor and the Bond Trustee engaged in a number of unsuccessful attempts to resolve the Debtor's payment defaults consensually. Ultimately, on Oct. 10, 2018, the Bond Trustee commenced litigation against the Debtor to collect the missed bond payments and, effective Dec. 20, 2018, the Debtor and the Bond Trustee entered into their Forbearance Agreement. Pursuant to the Forbearance Agreement and the Court order, the Prepetition Sale Process was to be managed by the Debtor's Board of Directors, and financial management of the Debtor was to be conducted by a Chief Restructuring Officer, Michael Thatcher. The Forbearance Agreement required the Debtor to retain investment banking firms to implement the Prepetition Sale Process. The Debtor selected B. Riley FBR, Inc. and RBC Capital Markets, LLC as its investment banker. After a seven-month thorough marketing and sale process, the Debtor, in consultation with its investment bankers and the Bond Trustee (as hereafter defined), have selected Tulsa Hills, as the sStalking Horse Bidder for the Inverness Facility. The Stalking Horse Bidder and the Debtor have entered into an Asset Purchase Agreement, dated July 22, 2019, for the Sale of the Inverness Facility, subject to higher or better bids and the approval of the Court. The consideration to be paid by the Stalking Horse Bidder pursuant to the APA is comprised of a number of components more particularly described in the APA, including a cash payment of $41 million, the assumption of all Residency Agreements of current residents, and the assumption of all entrance fee refund obligations owed to current and former residents under the applicable Residency Agreements with such former residents. The Debtor believes that the Stalking Horse Bidder has submitted a fair offer that represents an appropriate stalking horse offer for the Inverness Facility. Since the beginning of 2019, the Debtor has engaged investment bankers and conducted an active sale process for the Inverness Facility. More than 630 persons and entities were contacted by the Debtor's professionals and invited to participate in the sale process. Upon review of the 10 term sheets, two parties were determined to have submitted offers that were sufficient to warrant providing additional due diligence and the negotiation of definitive acquisition agreements with the Debtor. Of those two bidders, the Debtor selected the Stalking Horse Bidder as the party submitting the best offer for the Inverness Facility. The bankruptcy case was commenced in order to consummate the Sale. Notwithstanding the extensive and active sale process conducted prior to the commencement of Debtor’s bankruptcy case, any parties in interest, including all parties that were originally contacted by the Debtor to participate in the sale process, will be invited to submit offers that are higher or better than the offer submitted by Stalking Horse Bidder. In the event that it receives higher or better bids for the Inverness Facility, an auction will be held in accordance with the Bid Procedures, which will be the most efficient way to maximize the consideration to be paid for the Inverness Facility and protect the interests of the residents of the Inverness Facility. The Debtor proposes the following timeline for consummation of the Sale: (i) Five Days After Entry of the Bid Procedures Order: Deadline by which Debtor will file and notice all counter-parties to executory contracts and unexpired leases of the intent of the Stalking Horse Bidder to assume and assign such contracts and leases, and the related cure amounts, if any; (ii) Twenty Days After Entry of the Bid Procedures Order: Deadline for filing any objections to the Sale, including any objections to the assumption and assignment of executory contracts and unexpired leases, and cure amounts; (iii) Twenty Days After Entry of the Bid Procedures Order: Date by which Qualified Bids (as defined in the Bid Procedures) must be received, including a designation of all executory contracts and unexpired leases to be assumed by the bidder; (iv) Twenty-Five Days after entry of the Bid Procedures Order: Date of the Auction (if higher or better Qualified Bids are received); and (v) Approximately 27 Days after entry of the Bid Procedures Order: Date of Sale Hearing (or such other date as permitted by the Court's calendar). As part of the Debtor's bankruptcy case, the Stalking Horse Bid is subject to higher or better bids presented to the Debtor under the proposed Bid Procedures. To ensure that other parties have a sufficient opportunity to submit higher or better bids, in addition to the extensive Prepetition Sale Process that has already been completed, the Debtor has proposed a further marketing process during its bankruptcy case. The Stalking Horse Bid includes the following significant provisions: (a) A cash purchase price of $41 million; (b) The assumption of all Residency Agreements of current residents; (c) The assumption of all outstanding entrance fee refund obligations under Residency Agreements; and (d) The continuation of the operation of the Inverness Facility in the ordinary course by the Stalking Horse Bidder. The Debtor is proposing a marketing process, in addition to the seven-month Prepetition Sale Process, of up to approximately 25 days from the entry of the Bid Procedures Order to solicit competing bids. The salient terms of the Bidding Procedures are: a. Bid Deadline: 12:00 p.m. (CPT) on TBD, 2019 b. Initial Bid: In order to be considered as a Qualified Bid, any bids submitted by Potential Bidders must be at least equal to the value of the Stalking Horse Bid plus the sum of the Break-Up Fee, the maximum amount of the Expense Reimbursement, and $100,000. c. Deposit: 5% of the cash purchase price d. Auction: The Auction, if held, will be conducted on TBD, 2019, at the offices of Conner & Winters, 4000 One Williams Center, Tulsa, Oklahoma, or such other location as designated by the Debtor in a notice filed on the docket of the Bankruptcy Court. If the Debtor receives no Qualified Bid on or prior to the Bid Deadline, the Debtor may cancel the Auction and seek approval of the Stalking Horse Bid. e. Bid Increments: $100,000 f. Pursuant to Bankruptcy Code Section 363(k), the Bond Trustee, on behalf of the bondholders, is entitled, at its election, to credit bid the Bond Claim, which is in excess of $71,240,000. The Bid Procedures include a break-up fee and an expense reimbursement component for the Stalking Horse Bidder. The Break-up Fee is 3% of the Stalking Horse Bid or $1,230,000 based upon the cash amount of the Stalking Horse Bid of $41 million. The Expense Reimbursement is the repayment of the Stalking Horse Bidder's reasonable, actual, out-of-pocket expenses incurred in connection with the Stalking Horse Bid up to a maximum amount of $500,000. The Break-up Fee and Expense Reimbursement are payable only in the event the Debtor consummates a transaction for the Inverness Facility with a bidder other than the Stalking Horse Bidder and is only payable from the cash proceeds received from such transaction or from the financial or other restructuring of Debtor (such restructuring will require sufficient cash to pay the Break-up Fee and Expense Reimbursement). The Bond Trustee has consented to a carve-out from its lien on such cash proceeds for the payment of the Break-up Fee and Expense Reimbursement, if such amounts become due and payable to the Stalking Horse Bidder. The Debtor submits that a sale to the Successful Bidder should be free and clear of all Encumbrances, with any such Encumbrances attaching to the net sale proceeds, as and to the extent applicable. The Debtor's proposed assumption and assignment of the Assigned Contracts to the Successful Bidder in connection with a Sale meets the business judgment standard and satisfies the requirements of Section 365 of the Bankruptcy Code. Pursuant to the Motion, not later than five days after the entry of the Bid Procedures Order, the Debtor will serve each holder of a potential Assigned Contract the Cure Notice. The Counterparties will have until 20 days after the entry of the Bid Procedures Order to file an objection to the proposed cure amounts set forth in such notice. The Debtor submits that the Bid Procedures set forth an efficient method by which the Inverness Facility can be sold as a going concern and for the highest possible value. Accordingly, the Debtor respectfully requests entry of the Bid Procedures Order and the Sale Order. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Inverness_Village_9_Sales.pdf About Inverness Village Inverness Village -- https://www.invernessvillage.com/ -- is an Oklahoma not-for-profit corporation that operates the Inverness Village continuing care retirement community. The Inverness Facility is a modern senior living community that was completed in 2003 and accommodates residents' needs based on their required level of care through its integrated independent living facility, assisted living facility, and skilled nursing, and memory-care facilities. On July 22, 2019, Inverness Village sought Chapter 11 protection (Bankr. N.D. Okla. Case No. 19-11510) in Tulsa, Oklahoma. The Debtor disclosed $62.3 million in assets and $174.9 million in debt as of June 30, 2019. The Hon. Dana L. Rasure is the case judge. The Debtor tapped TOMLINS & PETERS, PLLC, as counsel; CONNER & WINTERS, LLP, as co-counsel; RBC CAPITAL MARKETS, LLC and B. RILEY FBR, INC., as investment bankers; and GLASSRATNER ADVISORY & CAPITAL GROUP, LLC, as financial advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. INVESTMENT GROUP: Oct. 23 Hearing on Disclosure Statement --------------------------------------------------------- A hearing will be held on October 23, 2019, at 1:30 p.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of reorganization filed by Investment Group, LLC. Objections or oppositions to the Disclosure Statement must be filed and served at least 14 days before the above-reference hearing. Class 1: San Bernardino County Tax Collector (for 305 South Waterman) are impaired. The value of the Property is $1.35 million. The total owed to the County for this Property is $75,491, an amount that is less than the value of the Property, thus the claim is wholly secured. The County will be paid its secured claim of $75,491 as an Initial Payment on or within 90 days of the Effective Date. Class 2: San Bernardino County Tax Collector (for 333 South Waterman) are impaired. The value of the Property is $2.05 million. The total owed to the County for this Property is $105,772, an amount that is less than the value of the Property, thus the claim is wholly secured. The County will be paid its secured claim of $ 105,772 as an Initial Payment on or within 90 days of the Effective Date. Property taxes for 2020 and forward will be paid by Debtor directly to the County as they come due. Class 3: Community Valley Bank are impaired. The CVB Claim of $2,93 7,244 will be paid in monthly installments with 8% interest per annum, amortized over 30 years. The Plan requires a payment of $21,553 per month for 83 months and a balloon payment for the remainder of the claim in month 84. Monthly payments will be due on the first day of each calendar month and will commence on the first day of the first month after the Effective Date. Class 4: TD Capital, LLC are impaired. The $281 ,493 secured portion of the T D-l Claim will be paid in full as a secured claim pursuant to section 1 in the Plan. The payment will be $3,352 per month for 7 years (84 months). This claim will not accrue interest. Payments will be due on the first day of each calendar month and will commence on the first day of the first month after the Effective Date. Class 5: MJ Enterprises, LLC are impaired. Pursuant to the Lien Order, after the property taxes, C VB Lien, and secured portion of TD-I Claim are deducted from the $3.4 million valuation, no equity remains, thus MJE holds an unsecured claim of $560,000. Therefore, the MJE Claim is wholly unsecured. The MJE Lien shall be void upon discharge. MJE is not entitled to make a section 1111 election to have its claim treated as fully secured. Because the lien is wholly unsecured, it is "of inconsequential value" and ineligible for the section Ill I(b)(2) election. 11 U.S.C. 1 111(b)(l)(B)(i); see, also, In re 500 Fifth Ave. Assocs., 148 B.R. 1010, 1016 (Bankr. S.D. N.Y. 1993) (prohibiting wholly unsecured junior lien holder from making section 1111 (b)(2) election); In re 620 Church St. Bldg. Corp., 299 U.S. 24, 26, 57 S. Ct. 88, 89 (1936) (ruling that claims that were wholly unsecured had "no value"). Class 6: San Bernardino City Clerk are impaired. The City Claim of $330 will be paid in full as an Initial Payment on or within 90 days of the Effective Date, at which time the City shall release its lien. Class 7: TD Capital, LLC are impaired. After deducting the property taxes, C VB Lien, and the secured portion of the TD- 1 Claim from the $3.4 million valuation, no equity remains in the Properties, thus TD holds an unsecured claim of $556,616.93. Therefore, the TD-2 Claim is wholly unsecured. The TD-2 Lien shall be void upon discharge. Class 8: Non-priority, Non-insider, Unsecured Allowed Claims are impaired. This class includes all allowed non-priority, non-insider unsecured claims, which Debtor contends total $36,780.12 These claims will be paid a total of $36,780. Class 8 claimants will receive 100% of their claims. This Class will not accrue interest. Each member of this class shall receive a single payment equal to 100% of the allowed claim as an Initial Payment on or within 90 days of the Effective Date. Class 9: Section 1111 (b)(l)(A) Recourse Claims are impaired. This Class will be paid a total of $20,000 ($10,000 each). This Class will not accrue interest. Each member of this Class shall receive a single payment of $ 10,000 as an Initial Payment on or within 90 days of the Effective Date. Class 10: Claims of Insiders are impaired. This Class includes the scheduled debt to Malakalou in the amount of $35,250. There are no other insiders. No claims from insiders have been filed, nor are payments to insiders scheduled. This Class will receive nothing in the Plan. The Debtor projects monthly net disposable income of $24,91 1 to fund the Plan. A full-text copy of the Disclosure Statement dated September 5, 2019, is available at https://tinyurl.com/y3gkpypb from PacerMonitor.com at no charge. Attorney for the Debtor: Todd Turoci, Esq. Julie Philippi, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 888-332-8362 Telephone 866-762-0618 Facsimile mail@theturocifirm.com About Investment Group Investment Group, LLC, is a lessor of real estate based in San Bernardino, California. Investment Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17175) on Aug. 24, 2018. In the petition signed by Sam Samarah, manager, the Debtor disclosed $262,053 in assets and $5,502,998 in liabilities. Judge Scott C. Clarkson presides over the case. The Turoci Firm serves as its legal counsel. IRON MOUNTAIN: S&P Rates New $800MM Senior Unsecured Notes 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Iron Mountain Inc.'s proposed $800 million senior unsecured notes due 2029. The company will use net proceeds to repay outstanding revolving credit facility borrowings and is leverage neutral. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) of principal in the event of a payment default. All of S&P's existing ratings on Iron Mountain remain unchanged. Its 'BB-' issuer credit rating on the company reflects its position as the global market leader in the records management business as well as its high leverage, acquisitive growth strategy, above-average capital intensity for a business services company, and shareholder-favoring dividend policies. The company benefits from low customer attrition, high switching costs, favorable EBITDA margins, and long-term storage contracts that provide stable and recurring revenue. These strengths are somewhat offset by the increasing secular trend toward digital storage that could negatively affect its long-term prospects. The stable outlook on Iron Mountain reflects S&P's view that the company will maintain a financial policy regarding its dividend and other investments that will enable it to reduce its adjusted debt to EBITDA closer to its financial policy target of 5.0x over the next few years. S&P expects the company to leverage its size, scale, and geographic diversity to increase its organic revenue by the low- to mid-single-digit percent area while maintaining a healthy adjusted EBITDA margin in the 40% area over the next 12 months. However, operational missteps, additional capital spending, or acquisitions that raise S&P's leverage expectations above 6x could lead the rating agency to lower its rating on Iron Mountain. JASMEN CORPORATION: Unsecureds to Get 15% in Quarterly Installments ------------------------------------------------------------------- Jasmen Corporation filed a Chapter 11 plan and accompanying disclosure statement. General Unsecured Class are impaired. The Debtor believes that Allowed General Unsecured Claims total $993,573.30. The Debtor proposes to satisfy this class by paying each Allowed General Unsecured Claim 15% of its Claim. Said payments shall be made in equal quarterly installments of $7,451.80 over 5 years. Class 1A: Secured claim of Bank of America, N.A. are impaired with a total claim of $25,405.71. Monthly payment of $596.65 beginning on November 1, 2019 and ending on Octobver 1, 2023. Class 1B: Secured claim of Branch Banking & Trust Company are impaired with a total claim of $636,084.81. Monthly payment of $1,245.84 beginning on November 1, 2019 and ending on October 1, 2023. Class 1C: Secured Claim of Celtic Bank Corporation are impaired with a total claim of $120,994.58. All amounts owed Celtic Bank shall be bifurcated and treated as a General Unsecured Claim in Class 3 herein. Class 1D: Secured claim of North Carolina Department of Revenue are impaired with a total claim of $8.30. All amounts owed to NCDOR shall be bifurcated and treated as a General Claim in Class 3 herein. Class 1E: Secured claim of Atlas Acquisition LLC are impaired with a total claim of $55,145.36. All amounts owed Atlas shall be bifurcated and treated as a General Unsecured Claim in Class 3 herein. Class 3: Taiseer Zarka's interest property of the Estate are impaired. Title to and ownership of all property of the estate will vest in the Debtor upon Confirmation of the Plan. The Debtor expects its net operating profit, before making an plan payments, to average $8,995.42, which will be available to make Plan payments. A full-text copy of the Disclosure Statement dated September 3, 2019, is available at https://tinyurl.com/y543gdhb from PacerMonitor.com at no charge. Based in Raleigh, North Carolina, Jasmen Corporation, dba TAZ's, filed a voluntary Chapter 11 Petition (Bankr. E.D.N.C. Case No. 19-00956) on March 4, 2019. The case is assigned to Hon. David M. Warren. The Debtor's counsel is Samantha Y. Moore, Esq., at Janvier Law Firm, PLLC, in Raleigh, North Carolina. At the time of filing, the Debtor had estimated sssets of $50,000 to $100,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Taiseer A. Zarka, owner. JOY ENTERPRISES: Files Chapter 11 Plan, Disclosure Statement ------------------------------------------------------------ Joy Enterprises, Inc., filed a Chapter 11 plan of reorganization and accompanying Disclosure Statement. Class 1 - This class shall consist of any and all expenses of administrative and priority claims allowed pursuant to 11 U.S.C. Section 507(a) including all amounts necessary to satisfy any and all obligations of the Debtor existing as of the effective date of the Plan, In addition, this class would consist of any Section 503(b)(9) claims. Class 2 - This class shall consist of the secured claims of the Internal Revenue Service; the Alabama Department of Revenue; the Alabama Department of Labor; the Florida Department of Revenue; the Mississippi Department of Revenue, and the City of Eufaula. Class 3 - This class shall consist of claims secured by both Estate assets (equipment) and real estate owned by related non-debtors, Mr. & Mrs. Mark Joy, and/or M Joy Real Estate, Inc. The members of this class would be Peoples Bank; Syen & Ramin Raheel, and 22nd State Bank. Class 4 - This class shall consist of claims secured by chattel assets of the corporate Debtor, e.g., a vehicle and equipment, Members of this class should be ALLY Bank; Ascentium Capital, and U.S. Bank, N.A. Class 5 - This class shall consist of all general, unsecured allowed debt with undisputed and allowed balances. Based upon either Proofs of Claim or amounts listed in Schedules this class is expected to consist of approximately fourteen (14) creditors the largest of which would be the U.S. Small Business Administration (SBA) which debt, although secured by assets, due to liens and balances owed creditors with superior liens or mortgage positions it is not believed any equity exists to which the claim of SBA would attach. The Debtor has a total assets worth $339,617.42. A full-text copy of the Disclosure Statement dated September 5, 2019, is available at https://tinyurl.com/yxnzom95 from PacerMonitor.com at no charge. Attorney for Debtor: C. H. Espy, Jr., Esq. ESPY, METCALF & ESPY, P.C P.O. Drawer 6504 Dothan Alabama 36 02-6504 Tel: (334) 793-6288 About Joy Enterprises Inc. Joy Enterprises Inc., a domestic corporation that operates Subway restaurants in Alabama, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 19-10092) on January 17, 2019. At the time of the filing, the Debtor disclosed $384,617 in assets and $4,684,019 in liabilities. The case has been assigned to Judge William R. Sawyer. Collier H. Espy, Jr., Esq., at Espy, Metcalf & Espy, P.C., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. KHRL GROUP: Willis & Wilkins Disclose Equity Holders ---------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Willis & Wilkins, L.L.P. submitted a verified statement to disclose that it is representing the equity security holders in the Chapter 11 cases of KHRL Group, LLC, Papa Grande Gourmet Foods, LLC. On August 26, 2019, Transpecos Banks, SSB filed a Motion to Compel the General Unsecured Creditors and Insiders to Comply with Federal Rule of Bankruptcy Procedure 2019 (Docket Text 293). On August 29, 2019, an Order was entered granting the Motion to Compel the General Unsecured Creditors and Insiders to Comply with Federal Rule of Bankruptcy 2019 (Docket Text No. 306). Kenneth D. Garcia and Hilda Carrillo Garcia are married and are the 100% undivided owners of KHRL Group, LLC and Papa Grande Gourmet Foods, LLC. On June 11, 2019, an Order Granting Appointment of Chapter 11 Trustee was entered (Docket Text No. 138). On June 18, 2019, an Application of the United States Trustee to Approve Appointment of William R. Patterson as Trustee was filed (Docket Text No. 147). On June 18, 2019, an Order Approving Appointment of Chapter 11 Trustee, William R. Patterson was made by this Court (Docket Text No. 152). On August 22, 2019, An Application to Employ James S. Wilkins, as Attorney for the Debtors, KHRL Group, LLC and Papa Grande Gourmet Foods, LLC was filed (Docket Text No. 287). On August 26, 2019, an Order Approving said Application for Employer was entered (Docket Text No. 292). Thereafter, on August 28, 2019, an Order Vacating the Order Approving Employment of Attorney was entered (Docket Text No. 301). In essence, the Court indicated that James S. Wilkins, could not represent KHRL Group, LL and Papa Grande Gourmet Foods, LLC but would be allowed to enter an appearance on behalf of the Equity Security Owners, Kenneth D. Garcia and Hilda Carrillo Garcia. On August 29, 2019, James S. Wilkins, entered an appearance on behalf of Kenneth D. Garcia and Hilda Carrillo Garcia (Docket Text No. 308). Kenneth D. Garcia and Hilda Carrillo Garcia, as Equity Security Owners, engaged James S. Wilkins to represent them pursuant to an employment contract. Pursuant to that contract, all funds paid to James S. Wilkins, will be paid by Kenneth D. Garcia and Hilda Carrillo Garcia, individually and that no funds of KHRL Group, LLC and Papa Grande Gourmet Foods, LLC have been, or will ever be used to pay the attorney’s fees of James S. Wilkins, P.C. James S. Wilkins to date, has received the total sum of $23,000.00 as a retainer fee in this matter. James S. Wilkins, P.C., has never represented any interest other than briefly representing the interest of KHRL Group, LLC and Papa Grande Gourmet Foods, LLC until his Order of Employment was vacated on August 28, 2019. Thereafter, James S. Wilkins, P.C. has represented the interests of Kenneth D. Garcia and Hilda Carrillo Garcia. At no time, has James S. Wilkins, P.C. ever represented the interests of any other claimant, creditor, committee, Trustee than what is disclosed. Counsel for Kenneth D. Garcia and Hilda Carrillo Garcia can be reached at: Willis & Wilkins, L.L.P. James S. Wilkins, Esq. 711 Navarro Street, Suite 711 San Antonio, TX 78205-1711 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/UrJp9v About KHRL Group Papa Grande Gourmet Foods LLC -- http://garciafoods.com/-- is a producer of a growing line of Mexican food products including tamales, fajitas, chorizo, shredded chicken, picadillo, carne guisada, carnitas, chili, refried beans and rice. Founded in 1956 by Andy Garcia, Papa Grande conducts business under the name Garcia Foods. KHRL Group, LLC owns the real estate used in the business. KHRL Group and Papa Grande filed voluntary Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 19-50390) on Feb. 25, 2019. At the time of filing, both Debtors estimated their assets and liabilities under $10 million. The Hon. Ronald B. King is the case judge. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the Debtors' counsel. KK SUB II: Files Chapter 11 Plan of Liquidation ----------------------------------------------- KK SUB II, LLC, filed a Chapter 11 plan of liquidation and accompanying Disclosure Statement. The source of funds to achieve consummation of and carry out the Plan shall be (i) $50,000 Exit Funding to be provided by Kashika "Annie" Aggarwal, KKSII's manager, and (ii) Debtor's Cash. Class 4 - Allowed Unsecured Claim of Sherilee Figueroa are impaired. The Allowed Class 4 Unsecured Claim of Sherilee Figueroa shall be paid $20,000.00 from the Exit Funding within fourteen (14) days of the Effective Date. Class 5 - Allowed General Unsecured Claims (Excluding Claims of Insiders) are impaired. The Allowed Class 5 General Unsecured Claims shall be entitled to the remainder of the exit funding and/or Debtor's Cash within ninety (90) days of the Effective Date, or as soon thereafter as such claims are allowed by Final Order. Class 6 - Allowed Unsecured Claims of Insiders and Affiliates are impaired. The Allowed Class 6 Unsecured Claims of Insiders and Affiliates shall be permitted to offset any amount due KKSII and shall otherwise receive no distribution or any property under the Plan on account of said Claim until Allowed Class 1, Class 2, Class 3, Class 4, and Class 5 Claims are paid as provided under the terms of this Plan. Class 7 - Allowed Claims and Interests of Equity Holders are impaired. The Holder of Allowed Class 7 Equity Interests shall receive no distribution under the Plan on account of said Interests until Allowed Class 1, Class 2, Class 3, Class 4, Class 5 and Class 6 Claims are paid as provided under the terms of this Plan. A full-text copy of the Disclosure Statement dated September 5, 2019, is available at https://tinyurl.com/y2zok3gz from PacerMonitor.com at no charge. Attorneys for KK SUB II, LLC: DEIRDRE C. BROWN, ESQ. MELISSA A. HASELDEN, ESQ. ANGELINE V. KELL, ESQ. Hoover Slovacek LLP 5051 Westheimer, Suite 1200 Houston, Texas 77056 Telephone: 713.977.8686 Facsimile: 713.977.5395 Email: brown@hooverslovacek.com haselden@hooverslovacek.com kell@hooverslovacek.com About KK Sub II LLC Based in Houston, Texas, KK Sub II LLC filed a voluntary petition under Chapter 11 of Title 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33366) on June 17, 2019, listing under $1 million in both assets and liabilities. Deirdre Carey Brown, Esq., at Hoover Slovacek LLP is the Debtor's counsel. KNB HOLDINGS: S&P Lowers ICR to 'B-'; Outlook Negative ------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based KNB Holdings Corp. to 'B-' from 'B', saying it expects profitability to remain weak through at least the first half of 2020 as additional tariffs take effect later this year. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'B-' from 'B'. The recovery rating remains '3', indicating S&P's expectation for meaningful (50%-70%, rounded estimate: 50%) recovery in the event of a payment default. The downgrade and negative outlook reflects the company's deteriorating operating performance due to tariffs, operational execution missteps, and the risk of further financial performance declines from ongoing macroeconomic headwinds. The negative outlook reflects the potential for a lower rating on KNB over the next 12 months if performance deteriorates further than expected, resulting in constrained liquidity or an unsustainable capital structure. "We could lower the rating if the company is unable to successfully mitigate potential additional tariffs, or if weaker sell-through leads to volume decline, resulting in sustained minimal or negative free cash flow that is insufficient to cover the required debt amortization payments, resulting in constrained liquidity. Furthermore, we could lower the rating if the company sustains leverage near or above the 10x area, such that we believe the capital structure is no longer sustainable," S&P said. "We could revise the outlook to stable if the company is able to achieve sales growth or improves margins, such that its absolute profitability improves and it generates at least $10 million of free cash flow on a sustained basis sufficient to cover debt amortization payments and maintain sufficient liquidity," the rating agency said. KP ENGINEERING: U.S. Trustee Forms 5-Member Committee ----------------------------------------------------- Henry Hobbs Jr., acting U.S. trustee for Region 7, on Sept. 6 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of KP Engineering, LP and KP Engineering, LLC. The committee members are: (1) Targa Pipeline Mid-Continent West Tex., LLC 101 West 7th Street, Suite 2300 Tulsa, OK 74119 Dustin Perry (918) 574-3855 dustinperry@targaresources.com (2) Saulsbury Industries 2951 East Interstate 20 Odessa, TX 79766 Michael Bridgman (432) 438-6368 mbridgman@saulsbury.com (3) Turner Industries P.O. Box 2750 Baton Rouge, LA 70821 Kirk Patrick (225) 214-2066 kpatrick@dps-law.com (4) Tetra Technologies 2455 I-45 North The Woodland, TX 77380 Kristy Woolsey (281) 364-2201 kwoolsey@tetratec.com (5) Dealers Electric Supply Co. P.O. Box 2676 Waco, TX 76702 Dana Petersen 254-756-7251 dpeter@dealerselectrical.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About KP Engineering KP Engineering, LP and KP Engineering, LLC -- https://www.kpe.com -- are primarily engaged in the business of designing and executing customized engineering, procurement, and construction projects for the refining, midstream, and chemical industries. As an EPC contractor, the companies generally enter into agreements with owners pursuant to which they will design a facility, procure the needed equipment and materials, and supervise construction of the facility. KP Engineering, LP and KP Engineering, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-34698) on Aug. 22, 2019. At the time of the filing, KP Engineering had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The cases have been assigned to Judge David R. Jones. KP Engineering tapped Hunton Andrews Kurth LLP and Okin Adams LLC as legal counsel; Claro Group LLC as restructuring advisor; and Omni Management Group, Inc. as claims and noticing agent. LAKEWAY PUBLISHERS: Hires Maneke Law Group as Special Counsel ------------------------------------------------------------- Lakeway Publishers, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ The Maneke Law Group, as special counsel to the Debtor. Lakeway Publishers requires Maneke Law Group to represent the estate with respect to collecting unpaid accounts receivable. Maneke Law Group will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeane Maneke, partner of The Maneke Law Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Maneke Law Group can be reached at: Jeane Maneke, Esq. THE MANEKE LAW GROUP 2345 Grand Blvd., Suite 1600 Kansas City, MO 64108 Tel: (816) 753-9000 About Lakeway Publishers Inc. Lakeway Publishers, Inc., is a multi-state publisher of newspapers, magazines and special publications. Lakeway owns and operates community newspapers and magazines in Tennessee, Missouri, Virginia, and Florida. Lakeway Publishers was incorporated in 1966 and is based in Morristown, Tenn. Lakeway Publishers, Inc., and affiliate Lakeway Publishers of Missouri, Inc. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 19-51163) on May 31, 2019. In the petitions signed by Jack R. Fishman, president, Lakeway Publishers, Inc., disclosed $20,884,027 in assets and $9,245,645 in liabilities while Lakeway Publishers of Missouri listed $7,047,972 in assets and $9,206,193 in liabilities. The Debtors tapped Quist, Fitzpatrick & Jarrard, PLLC, led by Ryan E. Jarrard, as bankruptcy counsel; Burnette Dobson & Pinchak, as special counsel; Maneke Law Group, as special counsel. LAWRENCE GENERAL: Fitch Withdraws BB on 2017/2014A Revenue Bonds ---------------------------------------------------------------- Fitch Ratings withdrawn and downgraded the ratings on the revenue bonds listed, issued by the Massachusetts Development Finance Agency on behalf of Lawrence General Hospital (LGH), to 'BB' from 'BB+'. The Rating Outlook is Negative. Fitch has withdrawn the ratings for the revenue bonds listed for commercial reasons. -- (Lawrence General Hospital Issue) revenue bonds series 2017; -- (Lawrence General Hospital Issue) revenue bonds series 2014A. SECURITY The bonds are secured by a pledge of the gross revenues of the obligated group, of which LGH's main hospital is the largest component, a first lien mortgage on LGH's hospital facility, and a debt service reserve fund. ANALYTICAL CONCLUSION The downgrade to 'BB' reflects a financial profile that is more consistent with a 'BB' rating, given LGH's weak revenue defensibility assessment and weak operating profile assessment. LGH's unrestricted liquidity position and adjusted leverage metrics are thin and more reflective of the middle of the 'BB' category. LGH had approximately 66 days cash on hand and 43.5% cash to debt at year-end fiscal 2018 (September 30 year-end). Approximately $20 million of new debt issued in 2017 weakened LGH's debt metrics, while growth in unrestricted cash and investments remained flat. LGH's operating performance has steadily improved through the four-year historical period. LGH's 4.5% operating EBITDA in fiscal 2018 (September 30 year-end) was the highest in the last four years, but remained consistent with the weaker operating risk assessment. The improved performance reflects cost cutting measures as well revenue growth driven by additional physicians, clinical expansions, and capital projects coming online. One-time costs related to the various construction projects, including a sizable information technology project that went live mid-year fiscal 2019, also weighed on the financial performance in the last four years. Over the four-year historical period, capital expenditures averaged 289.4% of depreciation. Fitch's stress scenario shows some financial flexibility at the current rating level. However, LGH has limited capacity for additional debt. KEY RATING DRIVERS Revenue Defensibility: 'wd'; Elevated Medicaid in Competitive Service Area LGH's revenue defensibility assessment is weak, with LGH's leading market share offset by a very high Medicaid load and weaker service area demographics. LGH has an approximately 60% inpatient market share in Lawrence and the surrounding areas on western edge of Essex County. Steward, the closest competitor, has an approximate 38% market share, and a sizable 20% of patients out-migrate for care, which reflects the presence of a number of high profile academic medical centers in the region. LGH's lack of a dominant market position, which Fitch defines as twice the nearest competitor for a single site hospital, is also consistent with a weak revenue defensibility. While Essex County has solid demographics, Lawrence's core service area has weaker population, income and employment trends. For example, the median income in Lawrence was $39,627, compared to $73,533 for Essex County (2017). The weaker demographics of LGH's core market are reflected in the payor mix, with Mediciad and Self-Pay an elevated 34% (2018) of gross revenues, well above Fitch's threshold of 25%. LGH receives supplemental funding and that totaled approximately $19 million in fiscal 2018. Operating Risk: 'wd'; Improving Trend in Performance; Heavy Capital Spending Since posting a 2.2% operating EBITDA margin in fiscal 2015, LGH has improved its operating EBITDA margin each year. The 4.5% operating EBITDA margin in fiscal 2018 was improved year over year. Interim fiscal 2019 results show further improvement, with most volumes increasing as new operating rooms opened in fiscal 2018 became fully ramped, recently recruited physicians continued to improve productivity, and other revenue growth initiatives, such as a clinical expansion in the demographically strong Andover area. Capital spending has remained materially above depreciation over this time, averaging just over 300% over the last four audited years. LGH's average age of plant is good as well at approximately 10 years. LGH is nearing the end of an electronic medical record replacement project that is costing approximately $24 million, with spending expected to occur through 2020. Approximately $14.5 million is being funded through the 2017 bond issue and the rest of the costs are being covered through operations. During this period additional routine capital expenditures are expected to be approximately $4 to $6 million a year, $5.5 million of which are being funded by the 2017 bond issue. Financial Profile: 'wd'; Thinner Adjusted Leverage Metrics LGH's financial profile remains consistent with a non-investment grade credit through Fitch's moderate stress scenario. At year-end fiscal 2018, LGH's cash to adjusted debt was 37.1%, and Fitch's forward look shows this figure remaining relatively stable through the stress scenario. Asymmetric Additional Risk Considerations No asymmetric risks considerations were applied in this rating determination. RATING SENSITIVITIES Rating Sensitivities are not applicable as the rating has been withdrawn. CREDIT PROFILE LGH is a 189-licensed bed non-profit hospital located in Lawrence, MA approximately 25 miles north of Boston. The obligated group includes LGH and Lawrence General Hospital Charitable Trust, which is the hospital's foundation and fundraising enterprise. Non-obligated entities operate physician practices, a management services company, an imaging center, and a qualified low income community business. LGH and its affiliates had total revenue of approximately $262.5 million in fiscal 2018. Fitch uses the consolidated system's financial statements, which includes all affiliates for analysis. The OG the obligated group represented 97% of total system revenues and nearly 95% of total system assets. LE JARDIN HOUSE: $546K Sale of Bay Harbor Island Unit Approved -------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized Le Jardin House, LLC's sale of the real property located at 1150 102nd Street, Bay Harbor Island, Florida, Unit 30, to Francisco Gobbi Gallardo Casanova and Ana Lucia Galvao De Franca Casanova and/or assigns for $546,000. A hearing on the Motion was held on Aug. 20, 2019 at 11:30 a.m. The sale is free and clear of all liens, claims, encumbrances and interests. The Debtor is authorized to file and record the Condominium Documents free and clear of all liens, claims, encumbrances and interests. Notwithstanding the foregoing: (a) an executed Special Warranty Deed with respect to the Subject Unit; (b) a bill of sale; (c) a closing statement; (d) a closing affidavit, and (e) a copy of the Final Sale Order, will be the only documents the Debtor is required to deliver to the 301 Buyer to convey clean and marketable title. At closing, the Debtor is authorized to and will pay, without further order of the Court: (a) all amounts necessary to satisfy all ad valorem real property tax liens on the Subject Unit, if any; (b) the estate's prorated portion of 2019 ad valorem real property taxes on the Subject Unit, if any; (c) $95% of the net proceeds from closing to Titan in partial satisfaction of the First Mortgage; (d) $2,484.30 to DevStar in settlement of the DevStar Claim; (d) all reasonable and customary closing expenses including all fees claimed due to any buyer's cooperating broker; (e) all reasonable and customary closing expenses including all fees and attorneys' fees due to any closing agent or other professional assisting in the Debtor in the closing; (f) all applicable transfer stamps and other local, municipal, county, state or federal fees; and (g) any other items that the Debtor determines, in the sound exercise of his business judgment, are usual and customary closing expenses necessary to effectuate the sale and transfer of the Subject Unit to the 301 Buyer free and clear of all liens, claims, encumbrances and interests. At closing, Titan is directed to execute all reasonably requested documents necessary to release its liens on the Subject Unit. At closing, DevStar is directed to execute all documents necessary to release its liens on the Subject Unit. The Debtor is further authorized, if it so chooses, to permit the closing agent to make the above authorized disbursements at closing and remit the net proceeds to the estate, with such receipts and disbursements to be recorded in the estate's accounting records as if the estate received the entirety of the sale proceeds and subsequently disbursed same and the Debtor will file a HUD Settlement Statement from closing with the requisite monthly operating report and account for all disbursements made at Closing. The Debtor will send the final HUD Settlement Statement to Titan for approval prior to Closing. If a dispute arises with respect to any aspect of the HUD Settlement Statement, Titan and the Debtor will endeavor to resolve such issues amicably and if unable to do so may seek intervention by the Court. The provisions of Bankruptcy Rule 6004(h) will not apply to stay consummation of the sale of the estate's right, title and interest in the Property. The Final Sale Order will be effective and enforceable immediately upon entry. About Le Jardin House Le Jardin House, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Le Jardin is the fee simple owner of a property located at 1150 102nd St., Bay Harbor Island, Fla., valued by the company at $26.21 million. Le Jardin House sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19182) on July 11, 2019. At the time of the filing, the Debtor disclosed $27.49 million in assets and $7.167 milllion in liabilities. The case is assigned to Judge Robert A. Mark. Edelboim Lieberman Revah Oshinsky PLLC is the Debtor's bankruptcy counsel. LEGACY JH762: JPMorgan Objects to Disclosure Statement ------------------------------------------------------ JPMorgan Chase Bank, National Association, objects to the approval of the Disclosure Statement explaining the Chapter 11 Plan of Legacy JH762, LLC. JPMorgan Chase Bank, National Association, objects to approval of the Disclosure Statement due to the fact that the disclosure statement fails to provide adequate information within the meaning of 11 USC 1125(a)(1) to allow creditor the opportunity to understand how it will be treated in the proposed Chapter 11 plan of reorganization and how to vote a ballot on the chapter 11 plan or reorganization. Attorney for Secured Creditor: Steven G. Powrozek, Esq. Shapiro, Fishman & Gache, LLP 4630 Woodland Corporate Blvd., Suite 100 Tampa, FL 33614 Tel: 813-367-5813 Fax: (813) 880-8800 Email: spowrozek@logs.com About Legacy JH762 LLC Legacy JH762, LLC owns three real properties in Pinehurst, N.C. and Jupiter, Fla., having a total comparable sale value of $5.1 million. Legacy JH762 filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16308) on May 23, 2019. In the petition signed by James W. Hall, managing member, the Debtor estimated $5,100,100 in assets and $3,456,044 in liabilities. David L. Merrill, Esq., at The Associates, represents the Debtor as counsel. LEGACY RESERVES: Committee Objects to Disclosure Statement ---------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Legacy Reserves Inc. and its affiliated debtors objects to the Debtors' Motion for Entry of an Order Approving the Adequacy of the Disclosure Statement, Approving the Solicitation and Voting Procedures With Respect to Confirmation of the Proposed Joint Chapter 11 Plan of Reorganization For Legacy Reserves Inc. and its Debtor Affiliates, Approving the Forms of Ballots and Notices in Connection Therewith, Approving the Rights Offering Materials, Scheduling Certain Dates with Respect Thereto, and Granting Related Relief. The Committee points out that the Disclosure Statement fails to provide sufficient information necessary for impaired Holders of Class 5 Notes Claims to make an informed decision when voting on the Plan or considering participation in the Rights Offering. The Committee asserts that the Disclosure Statement fails to provide parties in interest with any of the details behind the Committee's objection to PWP's retention, including the Debtors' inability to retain PWP due to potentially disabling conflicts because of its connections with the Plan Sponsors, to enable creditors to evaluate any bias in PWP's preparation of the Valuation Analysis. The Committee complains that the Disclosure Statement fails to contain adequate information regarding the Debtors' valuation. According to the Committee, the Disclosure Statement contains a number of other inaccuracies, incomplete statements of fact, or otherwise misleading information. The Committee points out that the Disclosure Statement fails to provide adequate information under Bankruptcy Code section 1125 because it contains inaccuracies and omits critical information. The Committee asserts that the Debtors must cure the defects embodied in the Plan before continuing with approval of the Disclosure Statement and solicitation of votes to accept or reject a plan. The Committee complains that the Plan fails to satisfy this requirement with respect to Class 5 Notes Claims as the Plan confers significant benefits upon the Noteholder Backstop Parties that are not available to all other Holders of Class 5 Claims. According to the Committee, the Plan proposes to provide the Noteholder Backstop Parties, holders of Class 5 Notes Claims, with significant corporate governance benefits over the Reorganized Debtors that are not available to other holders of Class 5 Notes Claims. The Committee points out that the Debtors would be economically ambivalent to their creditors' desires to manipulate their taxes associated with the debt obligations. The Committee has previously asked the Court to schedule an emergency hearing because of a "genuine emergency" as the the Debtors, GSO, the Ad Hoc Group of Senior Noteholders and their respective financial advisors are not providing prompt discovery responses and have sought to limit the timing of discovery in a manner that prevents the Committee from providing a fulsome response to the Disclosure Statement. The Committee also asked the Court to continue the hearing on the approval of the Disclosure Statement to a later date. Counsel for the Official Committee of Unsecured Creditors: Hugh M. Ray, III, Esq. William J. Hotze, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP Two Houston Center 909 Fannin, Suite 2000 Houston, TX 77010-1028 Telephone: (713) 276-7600 Email: hugh.ray@pillsburylaw.com william.hotze@pillsburylaw.com -- and -- Robert J. Stark, Esq. Bennett S. Silverberg, Esq. Andrew M. Carty, Esq. Uchechi Egeonuigwe, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Telephone: 212-209-4800 Email: rstark@brownrudnick.com bsilverberg@brownrudnick.com acarty@brownrudnick.com uegeonuigwe@brownrudnick.com -- and -- Jeffrey L. Jonas, Esq. James Stoll, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: 617-856-8200 Email: jjonas@brownrudnick.com About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. At the time of the filing, the Debtors had estimated assets of between $500,000,001 and $1 billion and liabilities of between $1,000,000,001 and $10 billion. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEGACY RESERVES: Disclosure Statement Hearing Continued to Sept. 16 ------------------------------------------------------------------- A hearing was held on Sept. 10, 2019, to consider approval of the disclosure statement explaining Legacy Reserves Inc., et al.'s joint Chapter 11 plan of reorganization. At the hearing, James Ducayet, Esq., on behalf of the Debtor, proffered testimony for James Daniel Westcott. The hearing on the entry of an order approving the disclosure statement and setting deadlines is continued to Sept. 16, at 8:45 a.m. Evidentiary hearing is set for motion on Sept. 26, at 10:00 a.m. Prior to the hearing, the Debtors revised their disclosure statement twice. On Aug. 18, the Debtor disclosed that they are engaged in active discussions with potential agents for such an Alternative Exit Facility. A full-text copy of that Disclosure Statement is available at https://tinyurl.com/y4wqbvvu from PacerMonitor.com at no charge. The projected Plan recoveries under the Aug. 18 Disclosure Statement related to the receipt of New Common Stock under the terms of the Plan were projected using the estimated range of Equity Value (as defined in the Valuation Analysis) of $365 million to $565 million. On Sept. 9, the Debtor further revised the Disclosure Statement, a full-text copy of which is available at https://tinyurl.com/y4697spm from PacerMonitor.com at no charge. That Disclosure Statement clarified that pursuant to the settlement embodied in the Global RSA, the lenders under the Term Loan Credit Agreement have agreed to allocate a portion of their recovery to Holders of Allowed General Unsecured Claims and Holders of Allowed Senior Notes. Senior Notes in the amount of $464.6 million (all Senior Notes held by Holders other than Legacy Reserves LP) will be exchanged for the Notes Claims Shares allocated under the Plan, and all Senior Notes held by Legacy Reserves LP will be cancelled pursuant to the Plan and Legacy Reserves LP will not receive an allocation of Notes Claim Shares. The Debtors also filed a Stockholders' Agreement, a full-text copy of which is available at https://tinyurl.com/y56q4fzr from PacerMonitor.com at no charge, as an exhibit to the Disclosure Statement. About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. At the time of the filing, the Debtors had estimated assets of between $500,000,001 and $1 billion and liabilities of between $1,000,000,001 and $10 billion. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEGACY RESERVES: Polsinelli Represents Equity Holders ----------------------------------------------------- In the Chapter 11 cases of Legacy Reserves, Inc., et al., the law firm of Polsinelli PC and Polsinelli, LLP submitted a verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure that they are representing the Official Committee of Equity Security Holders. As of September 6, 2019, members of the Equity Holders and their disclosable economic interests are: (1) William L. Eddleman Jr. 2309 Southgate Blvd. Houston, TX 50,000 shares owned with the following acquired in past year: * Q4 2018: Net buying/selling of 0 shares; total trading of 0 shares * Q1 2019: Net buying of 1,150 shares; total trading of 1,150 shares. * Q2 2019: Net buying of 2688 shares; total trading of 7,312 shares. * Q3 2019: Net buying of 45,000 shares; total trading of 45,000 shares. (2) James Morrison 1530 PB Lane, #M4919 Wichita Falls, TX 76302-2612 4,000 shares owned with the following acquired in past year: * Q4 2018: Net buying/selling of 0 shares; total trading of 0 shares * Q1 2019: Net buying/selling of 0 shares; total trading of 0 shares * Q2 2019: Net buying/selling of 0 shares; total trading of 0 shares * Q3 2019: Net buying of 4,000 shares; total trading of 4,000 shares. (3) Stephen Tsotsoros 300 Lakeview Ave. Milford, DE 19963 28,000 shares owned with the following acquired in past year: * Q4 2018: Net buying of 28,000 shares; total trading of 28,0000 shares * Q1 2019: Net buying/selling of 0 shares; total trading of 0 shares * Q2 2019: Net buying/selling of 0 shares; total trading of 0 shares * Q3 2019: Net buying/selling of 0 shares; total trading of 0 shares Counsel for the Committee Of Equity Security Holders can be reached at: POLSINELLI PC Trey A. Monsour, Esq. 1000 Louisiana Street Fifty-Third Floor Houston, TX 77002 E-mail: tmonsour@polsinelli.com - and - POLSINELLI, LLP Randye B. Soref, Esq. Tanya Behnam, Esq. 2049 Centuyry Park East, Suite 2900 Los Angeles, CA 90067 Telephone: (310) 556-1801 Facsimile: (310) 556-1802 E-mail: rsoref@polsinelli.com tbehnam@polsinelli.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/NO81s4 & https://is.gd/Yurpgy. About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18,2019. At the time of the filing, the Debtors had estimated assets of between $500 million and $1 billion and liabilities of between $1 billion and $10 billion. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LGO TRANSPORT: Seeks to Hire David Oase as Accountant ----------------------------------------------------- LGO Transport and Produce LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ David Oase, PC, as accountant to the Debtor. LGO Transport requires David Oase to render accounting services to the Debtor and its estate. David Oase will be paid at the hourly rate of $125. David Oase will also be reimbursed for reasonable out-of-pocket expenses incurred. David Oase, partner of David Oase, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David Oase can be reached at: David Oase DAVID OASE, PC 7802 E Escalante Rd. Tucson, AZ 85730-3402 Tel: (520) 790-2738 About LGO Transport and Produce LGO Transport and Produce LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 19-05423) on May 2, 2019, estimating under $1 million in both assets and liabilities. The Law Office of Eric Ollason, led by Eric Ollason, is the Debtor's counsel. LIP INC: Case Summary & 12 Unsecured Creditors ---------------------------------------------- Three affiliates that have filed separate voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- LIP, Inc. (Lead Case) 19-05784 dba Mellow Mushroom Vanderbilt 317 Main Street, Suite 100 Franklin, TN 37064 LIP II, Inc. 19-05787 LIP III, Inc. 19-05788 Business Description: LIP, Inc. and its subsidiaries are privately held companies that operate in the restaurant industry. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Marian F Harrison Debtors' Counsel: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 615-933-5850 Fax: 615-777-3765 E-mail: griffin@dhnashville.com - and - R. Alex Payne, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 629-777-6529 Fax: 615-777-3765 E-mail: alex@dhnashville.com LIP, Inc.'s Estimated Assets: $100,000 to $500,000 LIP, Inc.'s Estimated Liabilities: $1 million to $10 million The petitions were signed by Mark Clark, president. A full-text copy of LIP, Inc.'s petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/tnmb19-05784.pdf MAGEE BENEVOLENT: Unsecureds to Get Paid From Suit Recoveries ------------------------------------------------------------- Magee Benevolent Association, d/b/a Magee General Hospital, filed a Chapter 11 plan and accompanying disclosure statement. Class 2: Priority Claims. Priority claims, if any, will be paid within sixty (60) months from the date of the filing of the petition herein, together with statutory interest thereon. Class 3: Secured Claims of Bulger Family Trust. The Trust is allegedly secured by an interest in the Medical office building (MOB), although it is not clear that the Trust is actually adequately perfected in any collateral. Class 4: Secured Claims of Trustmark National Bank. In order to pay this secured claim of Trustmark, the Debtor will grant Trustmark post-confirmation liens upon the same collateral that it currently holds as collateral, and will amortize the $1,450,000 over a 20-year period, with interest at 4.5% per annum, with monthly payments to begin upon the "Effective Date" of the Plan of Reorganization. Class 5: Secured Claims of Charles Pruitt, Ill, M.D. Dr. Pruitt has secured claims to the extent there is any "equity" in the collateral he allegedly holds as security for his loans once Trustmark is paid in full. Class 6: General Unsecured Creditors. The prospect of general unsecured creditors receiving any meaningful distribution is nonexistent. However, to the extent there are any avoidance actions that result in recoveries, those proceeds (net of cost of prosecution) will be paid to the general unsecured creditors and, if net operating profits allow, a small distribution will be made to the general unsecured creditors on the first, second and third anniversary dates of the Effective Date of the Plan. Class 7: Equity Interest. The Debtor is a non-profit organization and there are no equity interest holders in it. The Debtor's assets, at the time of the filing of the case, total $16,805,553.99. A full-text copy of the Disclosure Statement dated September 3, 2019, is available at https://tinyurl.com/y2d96a2r from PacerMonitor.com at no charge. Of Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Fax: 601-427-0050 Email: cmgeno@cmgenolaw.com About Magee General Hospital Magee General Hospital serves as a general medical and surgical facility in Magee, Mississippi. The Hospital offers medical services in cardiology, audiology, dentistry, general surgery, internal medicine, oncology, emergency care, and many other medical services. Magee General Hospital filed a petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 18-03283) on Aug. 24, 2018. In the petition signed by CEO Sean Johnson, the Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Katharine M. Samson. The Law Offices of Craig M. Geno, PLLC, led by Craig M. Geno, is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 24, 2018. The committee tapped Arnall Golden Gregory LLP as its legal counsel, and McCraney, Montagnet, Quin & Noble, PLLC as its local counsel. MALLINCKRODT PLC: Sells BioVectra to H.I.G. for $250 Million ------------------------------------------------------------ Mallinckrodt plc (NYSE: MNK), a global biopharmaceutical company, has entered into a definitive agreement to sell its wholly owned subsidiary BioVectra Inc. to an affiliate of H.I.G. Capital, a global private equity investment firm, for approximately $250 million, including fixed consideration of $175 million, comprised of an upfront payment of $135 million and a long-term note for $40 million, and contingent payments of up to $75 million, enabling Mallinckrodt to capture future BioVectra growth potential. BioVectra is a contract development and manufacturing organization (CDMO) whose global client base includes many of the top biopharmaceutical companies in the world. The company has a unique mix of capabilities, with core growth engines in complex chemistry, biologics and drug development. BioVectra will continue to supply an active pharmaceutical ingredient supporting Mallinckrodt's specialty brands business under a long-term arrangement. The transaction is anticipated to include all of BioVectra's sites in Prince Edward Island and Nova Scotia, Canada, as well as its employee base. "This transaction continues to advance Mallinckrodt's strategic focus on branded, high-growth biopharmaceuticals by monetizing a non-core business," said Mark Trudeau, President and Chief Executive Officer of Mallinckrodt. "While we recognize the longer-term growth potential for BioVectra, we believe that the structure of this deal enables us to participate in the future success of the business, and therefore we see this sale as the best option for both Mallinckrodt and BioVectra moving forward." "We are excited to support BioVectra's exceptional leadership and highly dedicated employees," said Mike Gallagher, Managing Director at H.I.G. Capital. "BioVectra demonstrates a tremendous ability to generate robust organic growth and utilizes a broad set of technical capabilities to deliver outstanding service and quality. They are completing major capital expenditure programs to significantly expand capacity and the company is well positioned to capitalize on growing demand for their services." The transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions. It is not anticipated that the sale will have any material tax impact to Mallinckrodt. The company intends to use the proceeds from this divestiture consistent with its previously disclosed capital allocation priorities. Goldman Sachs & Co. LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to Mallinckrodt in connection with the transaction. Wells Fargo Securities LLC served as financial advisor and McDermott Will & Emery LLP served as legal advisor to H.I.G. Capital. About BioVectra BioVectra is a CDMO that serves global pharmaceutical and biotech companies with full-service cGMP outsourcing solutions for intermediates and active pharmaceutical ingredients (APIs). An innovative and reliable service partner with a strong regulatory history, BioVectra has over 45 years of experience specializing in: About H.I.G. Capital H.I.G. is a leading global private equity and alternative assets investment firm with more than $34 billion of equity capital under management. Based in Miami, and with offices in New York, Boston, Chicago, Dallas, Los Angeles, San Francisco, and Atlanta in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris, Bogotá, Rio de Janeiro and São Paulo, H.I.G. specializes in providing both debt and equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/value-added approach: H.I.G.'s equity funds invest in management buyouts, recapitalizations and corporate carve-outs of both profitable as well as underperforming manufacturing and service businesses. H.I.G.'s debt funds invest in senior, unitranche and junior debt financing to companies across the size spectrum, both on a primary (direct origination) basis, as well as in the secondary markets. H.I.G. is also a leading CLO manager, through its WhiteHorse family of vehicles, and manages a publicly traded BDC, WhiteHorse Finance. H.I.G.'s real estate funds invest in value-added properties, which can benefit from improved asset management practices. Since its founding in 1993, H.I.G. has invested in and managed more than 300 companies worldwide. The firm's current portfolio includes more than 100 companies with combined sales in excess of $30 billion. For more information, please refer to the H.I.G. website at www.higcapital.com. About Mallinckrodt Mallinckrodt PLC (NYSE:MNK) -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Mallinckrodt PLC reported net income of $161.7 million on $1.614 billion of revenue in the six months ended June 28, 2019, compared with a net loss of $2.4 million on $1.581 billion of revenue in the six months ended June 29, 2018. The Company's balance sheet at June 28, 2019, showed $10.22 billion in assets, including $241.1 million in cash, against $7.147 billion of liabilities. * * * In September 2019, the Company reportedly hired law firm Latham & Watkins LLP and consulting firm AlixPartners LLP to advise the Company on options, including a potential bankruptcy filing. The development comes as opioid makers in the United States, including Mallinckrodt, face pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. MALLINCKRODT PLC: Settles 2 Ohio Counties' Opioid Suits for $24MM ----------------------------------------------------------------- Mallinckrodt plc (NYSE: MNK), along with its wholly owned subsidiaries Mallinckrodt LLC and SpecGx LLC, on Sept. 6, 2019, announced that it has reached a settlement in principle with Cuyahoga and Summit Counties in Ohio in connection with lawsuits pending in multidistrict opioid litigation (MDL) in the U.S. District Court for the Northern District of Ohio: The County of Cuyahoga, et al. v. Purdue Pharma, L.P., et al., Case No. 17-OP-45004; and The County of Summit, et al. v. Purdue Pharma, L.P., et al., Case No. 18-OP-45090 (collectively, the "Track 1 Cases"). If finalized, the settlement will fully resolve the Track 1 Cases against all named Mallinckrodt entities that are currently scheduled to go to trial in October 2019 in the MDL. The Track 1 Cases assert various claims related to the opioid business operated by SpecGx LLC. Under the agreement, Mallinckrodt will pay a total sum of $24 million in cash and donate $6 million in generic products, including addiction treatment products, and all named Mallinckrodt entities will be dismissed with prejudice from the lawsuit. The value of the settlement should not be extrapolated to any other opioid-related cases or claims. "Mallinckrodt is pleased we were able to reach a settlement in principle with the counties that made sense for all parties," said Mark Casey, General Counsel of Mallinckrodt. "Resolving the Track 1 Cases gives us the necessary time to continue to work towards a global resolution of the opioid lawsuits." About Mallinckrodt Mallinckrodt PLC (NYSE:MNK) -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Mallinckrodt PLC reported net income of $161.7 million on $1.614 billion of revenue in the six months ended June 28, 2019, compared with a net loss of $2.4 million on $1.581 billion of revenue in the six months ended June 29, 2018. The Company's balance sheet at June 28, 2019, showed $10.22 billion in assets, including $241.1 million in cash, against $7.147 billion of liabilities. * * * In September 2019, the Company reportedly hired law firm Latham & Watkins LLP and consulting firm AlixPartners LLP to advise the Company on options, including a potential bankruptcy filing. The development comes as opioid makers in the United States, including Mallinckrodt, face pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. MATTDOG INC: Unsecureds to Get $37K Over 72 Months Under Plan ------------------------------------------------------------- Mattdog, Inc., filed a Chapter 11 plan and accompanying disclosure statement. Class 4 - General Unsecured Claims are impaired and will be paid in the amount of $37,456 over a 72-month term to be paid commencing the month subsequent to the Effective Date in monthly payments of: $609.83 for Year 1 $894.08 for Year 2 $443.33 for Year 3 $593.00 for Year 4 $226.50 for Year 5 $354.66 for Year 6 Class 1 Secured Claim of TD Bank, N.A. are impaired. The secured claim of TD Bank, N.A. in the amount of $26,196.70 shall be paid over a sixty (60) month term at 6.5% interest in monthly installment payments including principle and interest of $512.57 to be paid commencing the month after the Effective Date. Class 2 Secured Claim of Itria Ventures, LLC are impaired. The secured claim of Itria Ventures, LLC will be the subject of a Motion to Modify to reclassify the claim as a General Unsecured Claim. Class 3 Unsecured Priority Claim of Bricktown Plaza Associates are impaired. Payment in the amount of ($33,996.00) over a seventy-two (72) month term in monthly payments of $472.16 commencing on the month subsequent to the Effective Date. Class 5 Kent Bierly, Sole Shareholder are impaired. Paid to the extent available after payment of all other creditor claims. The Plan will be funded by the proceeds to be derived from the future income from the operation of the business. A full-text copy of the Disclosure Statement dated September 4, 2019, is available at https://tinyurl.com/y4bwe8fh from PacerMonitor.com at no charge. Attorney for the Debtor: Eugene D. Roth, Esq. VALLEY PARK EAST 2520 HIGHWAY 35, SUITE 307 MANASQUAN, NEW JERSEY 08736 Tel: (732) 292-9288 About Mattdog, Inc. Mattdog, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-14805) on March 8, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Michael B. Kaplan. The Debtor hired Eugene D. Roth, Esq., as its bankruptcy attorney. MB REALTY: Seeks to Hire Richard Jare as Attorney ------------------------------------------------- MB Realty Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Richard Jare, Esq., as attorney to the Debtor. MB Realty requires Richard Jare to: a. review the file, counsel the Debtor at the Initial Debtor Interview and further work to develop Initial Debtor Interview forms, further development and further work to complete the disclosure statement and review claims filed in the case; b. advise and represent the Debtor in Possession within the present Chapter 11 case c. obtain employment of professionals as necessary for the proper administration of the estate and case; d. communicate with and negotiate as necessary with the creditors and other parties in interest in the case; e. obtain Court authority for assumption of a lease and other actions necessary to the administration of the estate; f. obtain confirmation of a Plan of Reorganization; and g. provide all other actions necessary for the proper administration of the present case. Richard Jare will be paid at the hourly rate of $350. Richard Jare will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Jare, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Richard Jare can be reached at: Richard Jare, Esq. 6440 Carolinda Drive Granite Bay, CA 95746 Tel: (916) 409-6600 Fax: (916) 676-0511 About MB Realty Inc. MB Realty Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 19-25054) on August 12, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Richard Jare, Esq. MG 1226 REALTY: Seeks to Hires Rabbi Shmuel as Special Counsel -------------------------------------------------------------- MG 1226 Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Rabbi Shmuel Taub, Esq., as special real estate counsel to the Debtor. MG 1226 Realty requires Rabbi Shmuel to prepare for and conduct the Debtor's real estate closing. Rabbi Shmuel will be paid a flat fee of $2,000 to $2,500. Rabbi Shmuel, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rabbi Shmuel can be reached at: Rabbi Shmuel, Esq. 1466 60th St Brooklyn, NY 11219 Tel: (718) 633-5378 About MG 1226 Realty MG 1226 Realty, LLC, sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-42121) on April 9, 2019. In the petition was signed by Mendel Gold, sole member, the Debtor estimated assets and liabilities in the range of $500,001 to $1 million. The Debtor tapped Joshua R. Bronstein, Esq., at Law Offices of Josua R. Bronstein & Associates, PLLC, as counsel. MICHAEL HANCOCK: $20K Sale of Petal Property to Miller Approved --------------------------------------------------------------- Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Michael Sean Hancock's sale of the real property located at 137 Miller Road., Petal, Mississippi to Eddie Miller for $20,000. The sale is free and clear of all interests. The liens of First Southern Bank are attached to the net sales proceeds of the sale and the claim of First Southern Bank will be paid in full. The Debtor will file a Report of Sale with the Court. Any proceeds from the sale of the Property will be placed in a United States Trustee authorized DIP bank account, and such proceeds will not be disbursed until further order of the Court. Within seven days after the sale of the Property closes, pursuant to Fed R. Bankr. P. 6004(f)(1), the Debtor will file on the Court docket a Report of Sale with a copy of the settlement statement, bill of sale, and/or auctioneer's report. Good cause exists to authorize the sale without subjecting the order to a stay of execution, as permitted under Rules 7062 and 6004(h) of the Federal Rules of Bankruptcy Procedure. Michael Sean Hancock sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 18-51989) on Oct. 11, 2018. The Debtor tapped Jarrett Little, Esq., at Lentz & Little, PA, as counsel. MITE LLC: Oct. 30 Hearing on Disclosure Statement ------------------------------------------------- The hearing to consider the approval of the Disclosure Statement explaining the Chapter 11 Plan of Mite, LLC, will be held in Courtroom 3D of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770, October 30, 2019 at 10:00 a.m. October 8, 2019, is fixed as the last day for filing and serving written objections to the Disclosure Statement. About Mite, LLC Mite, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 18-19966) on July 27, 2018. In the petition signed by I. David Bacharach, managing member, the Debtor estimated under $50,000 assets and under $1 million in liabilities. The Debtor is represented by David J. Kaminow, Esq., at Inman Kaminow, P.C. MJW FILMS: Diamond Family Objects to Disclosure Statement --------------------------------------------------------- Diamond Family Holding, LLP, a Creditor, objects to J Wick Productions, LLC's Disclosure Statement in Support of its Plan of Reorganization. The Creditor complains that the Debtors' Disclosure Statement does not satisfy the disclosure standards set forth in Section 1125. The Creditor asserts that the Disclosure Statement fails to take this into consideration or provide for treatment in the event the Motion for Relief is successful. The Creditor points out that the Debtors must provide "ample evidence to demonstrate that the Plan has a reasonable probability of success." According to the Creditor, the debtor has failed to provide any documentation which would tend to support the financial predications made in the Disclosure Statement. The Creditor points out that the Debtor has failed to file its June Operating Report. Given this and in combination with the issues set forth above, the Creditor cannot determine if the Plan is capable of being adequately funded. Attorneys for Diamond Family Holdings, LLP: Adam B. Nach, Esq. Helen K. Santilli, Esq. LANE & NACH, P.C. 2001 E. Campbell Avenue, Suite 103 Phoenix, AZ 85016 Tel: (602) 258-6000 Fax: (602) 258-6003 Email: adam.nach@lane-nach.com helen.santilli@lane-nach.com About MJW Films and JW Films MJW Films, LLC and J Wick Productions, LLC are movie production companies based in Gilbert, Arizona. MJW Films and J Wick filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the petitions signed by John Glassgow, designated representative, the Debtors estimated $1 million to $10 million in both assets and liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C., represents the Debtors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2018. The committee is represented by May, Potenza, Baran & Gillespie PC. MJW FILMS: Michael Singer Objects to Disclosure Statement --------------------------------------------------------- Secured Creditor Michael Singer objects to Debtor J Wick Productions, LLC's Disclosure Statement in Support of its Plan of Reorganization. Singer points out that the Disclosure Statement does not contain adequate information to allow creditors to make an informed decision about the Debtor's proposed Chapter 11 Plan of Reorganization Dated July 2019. Singer complains that the Disclosure Statement fails to provide any description and analysis of the alter ego claims asserted against J Wick and MJW. According to Singer, the Disclosure Statement fails to provide any specifics as to the nature, extent and status of all pending litigation embroiling J Wick's royalties. Singer asserts that the Disclosure Statement also fails to reference or analyze in any way EB's Motion for Reconsideration of the July 3, 2019 Order which is required in order to have any accurate understanding of the potential administrative claims against the estate. Singer points out that the Disclosure Statement fails to provide sufficient financial information supporting Plan feasibility. Singer complains that the Disclosure Statement fails to identify the fact there has been objection(s) raised to J Wick's retention of substitute counsel. Attorneys for Secured Creditor, Michael Singer: STEVEN S. DAVIS, ESQ. MICHELMAN & ROBINSON, LLP 10880 WILSHIRE BLVD., 19TH FLOOR LOS ANGELES, CA 90024 PH: (310) 299-5500 FAX: (310) 299-5600 E-MAIL: SDAVIS@MRLLP.COM -- and -- HOWARD I. CAMHI, ESQ. ERVIN COHEN & JESSUP LLP 9401 WILSHIRE BLVD., 9th FLOOR BEVERLY HILLS, CALIFORNIA 90212-2974 TELEPHONE (310) 273-6333 FACSIMILE (310) 859-2325 PH: (310) 273-6333 FAX: (310) 859-2325 E-MAIL: HCAMHI@ECJLAW.COM About MJW Films and JW Films MJW Films, LLC and J Wick Productions, LLC are movie production companies based in Gilbert, Arizona. MJW Films and J Wick filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the petitions signed by John Glassgow, designated representative, the Debtors estimated $1 million to $10 million in both assets and liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C., represents the Debtors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2018. The committee is represented by May, Potenza, Baran & Gillespie PC. MJW FILMS: RMS Family Objects to Disclosure Statement ----------------------------------------------------- RMS Family, LLC, joins in Diamond Family Holdings, LLP's Objection to J Wick Productions, LLC's Disclosure Statement in Support of Plan of Reorganization. RMS points out that the proposed Disclosure Statement acknowledges that the claim of RMS is disputed, but does not address the resolution of that dispute or the impact of any adverse resolution of the claim upon the administration of Debtor's Estate. Attorneys for Movant RMS Family, LLC: Wesley S. Loy, Esq. Broening Oberg Woods & Wilson PROFESSIONAL CORPORATION 1122 EAST JEFFERSON POST OFFICE BOX 20527 PHOENIX, ARIZONA 85036 TELEPHONE: (602) 271-7700 Email: wsl@bowwlaw.com About MJW Films and JW Films MJW Films, LLC and J Wick Productions, LLC are movie production companies based in Gilbert, Arizona. MJW Films and J Wick filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the petitions signed by John Glassgow, designated representative, the Debtors estimated $1 million to $10 million in both assets and liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C., represents the Debtors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2018. The committee is represented by May, Potenza, Baran & Gillespie PC. MOHIN ENTERPRISES: Seeks to Hire Broege Neumann as Attorney ----------------------------------------------------------- Mohin Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege Neumann Fischer & Shaver LLC, as attorney to the Debtor. Mohin Enterprises requires Broege Neumann to: a) advise the Debtor as to its duties as a debtor-in- possession under the Bankruptcy Code, including, without limitation, the obligation to open debtor-in-possession bank accounts, file monthly operating reports with the Bankruptcy Court and the office of the U.S. Trustee, pay quarterly fees to the U.S. Trustee, maintain adequate insurance on all assets of the bankruptcy estate, pay all post-petition taxes when due and file timely returns thereof; b) represent the Debtor at the 341(a) hearing and at any meetings between applicant and creditors or creditors committees; c) assist the Debtor in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers or other professionals whose services applicant may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; d) defend any motions made by secured creditors to enable the Debtor to retain the use of assets needed for an effective reorganization; e) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; f) file and prosecute motions to expunge or reduce claims which the Debtor disputes; g) represent the Debtor in the Bankruptcy Court at such hearings as may require the Debtor's presence or participation to protect the interest of applicant and the bankruptcy estate; h) formulate, negotiate, prepare and file of a disclosure statement and plan of reorganization, or liquidation, which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; i) represent the Debtor at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and responding to any objections to same filed by creditors or other parties in interest; j) assist the Debtor in discharging its obligations in consummating any plan of reorganization which is confirmed; k) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code and prosecuting applications for authorization to use any such assets; and l) provide such other varied legal advice and services as may be needed by applicant in the operation of its business or in connection with the Chapter 11 proceedings. Broege Neumann will be paid at these hourly rates: Timothy P. Neumann $600 Peter J. Broege $590 Associates $275 Paralegals $100 Broege Neumann will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy P. Neumann, partner of Broege Neumann Fischer & Shaver, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Broege Neumann can be reached at: Timothy P. Neumann, Esq. BROEGE NEUMANN FISCHER & SHAVER, L.L.C. 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 E-mail: tneumann@bnfsbankruptcy.com About Mohin Enterprises Mohin Enterprises, Inc., operates a 7-Eleaven franchise in Monmouth County, New Jersey. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-25690) on Aug. 13, 2019. Judge Christine M. Gravelle oversees the Debtor's bankruptcy case. BROEGE, NEUMANN, FISCHER & SHAVER LLC is counsel to the Debtor. NATIONAL MERCHANDISING: Hires Donlin Recano as Claims Agent ----------------------------------------------------------- National Merchandising Services, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Nevada to employ Donlin Recano & Company, Inc., as claims and noticing agent to the Debtors. National Merchandising requires Donlin Recano to: a) prepare and serve required notices and documents in the Chapter 11 case in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and the Court including: (i) notice of the commencement of the Chapter 11 cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; (ii) notice of any claims bar date; (iii) notices of transfers of claims; (iv) notices of objections to claims and objections to transfers of claims; (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d); (vi) notice of the effective date of any plan; (vii) notice of hearing on motions filed by the Office of the United States Trustee for the District of Delaware (the '"U.S. Trustee'"); (viii) any motion to convert, dismiss, appoint a trustee, or appoint an examiner filed by the U.S. Trustee's office; and (ix) all other notices, orders, pleadings, publications, and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the Chapter 11 cases; b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs (collectively, the "Schedules"), listing the Debtors' Known creditors and the amounts owed thereto; c) maintain (i) a list of all potential creditors, equity holders, and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002 and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk; d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information, or the lack thereof, in cases where the Schedules indicate no debt due to the subject party, on a customized proof of claim form provided to potential creditors; e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f) for all notices, motions, orders, or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes: (i) either a copy of the notice served or the docket number(s) and title of the pleadings served; (ii) a list of persons to whom it was mailed, in alphabetical order, with their addresses; (iii) the manner of service; and (iv) the date served; g) process all proofs of claim received, including those received by the Clerk, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; h) maintain the official claims register for each Debtor (collectively, the "Claims Registers") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned; (ii) the date received; (iii) the name and address of the claimant and agent, if applicable, who filed the claim; (iv) the amount asserted; (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.); (vi) the applicable Debtor; and (vii) any disposition of the claim; i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; j) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); k) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review, upon the Clerk's request; l) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register; m) assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a case website and call center; n. if these Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's Office within three (3) days of the notice to Donlin Recano of entry of the order converting these Chapter 11 Cases; o. thirty (30) days prior to the close of these Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing Donlin Recano and terminating the services of Donlin Recano upon completion of its duties and responsibilities and upon the closing of these Chapter 11 Cases; p. within seven (7) days of notice to Donlin Recano of entry of an order closing these Chapter 11 Cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of these Chapter 11 Cases; and q. at the close of these Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064; or (ii) such other location as may be requested by the Clerk's Office. Donlin will be paid at these hourly rates: Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 Donlin will be paid a retainer in the amount of $10,000. Donlin Recano will also be reimbursed for reasonable out-of-pocket expenses incurred. Nellwyn Voorhies, executive director of Donlin Recano & Company, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Donlin Recano can be reached at: Nellwyn Voorhies DONLIN RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Toll Free Tel: (800) 591-8236 About National Merchandising Services National Merchandising Services, LLC -- http://www.natlm.com/-- is a nationwide provider of flexible merchandising solutions for the consumer packaged goods industry in all classes of trade. In addition to a wide range of innovative products and retail services, the Company also provides customizable web-based real time reporting capabilities including live operator assisted reporting for daily reporting of today's situation for fast optimization of opportunities at the retail level. The Company also provides POP/POS store fulfillment shipping and warehousing using UPS logistics nationwide. National Merchandising Services, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-15172) on August 10, 2019. The Hon. August B. Landis presides over the case. GARMAN TURNER GORDON LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $2,317,092 in assets and $290,683 in liabilities. The petition was signed by Edward S. Burdekin, president and CEO. NATURAL PRODUCTS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Sept. 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Natural Product Association. About Natural Products Association Founded in 1936, Natural Products Association -- www.npanational.org -- is a nonprofit organization dedicated to the natural products industry. It is a trade association for dietary supplements, natural health & sports nutrition, medical and functional foods, probiotics, and natural personal/home care products. Natural Products Association filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-11849) on Aug. 19, 2019. Hon. John T. Dorsey presides over the case. The Debtor listed $1 million to $10 million in estimated assets and estimated liabilities. Squire Patton Boggs (US) LLP is the Debtor's general bankruptcy counsel. Cicero & Cole, LLP, is the Debtor's Delaware bankruptcy counsel. GlassRatner Advisory & Capital Group, LLC, is the financial advisor. NAUGHTON PLUMBING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Three affiliates that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Naughton Plumbing Sales Co., Inc. (Lead Case) 19-11441 1140 West Prince Road Tucson, AZ 85705 FWN Investments, LLC 19-11443 Naughton Construction, LLC 19-11444 Business Description: Naughton Plumbing Sales Co., Inc. -- http://www.naughtons.com/-- specializes in the retail & wholesale distribution and sale of plumbing, heating, evaporative cooling, air conditioning, electrical, hardware, and lawn & garden supplies. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court District of Arizona (Tucson) Debtors' Counsel: Gerald K. Smith, Esq. John C. Smith, Esq. Will Sherman, Esq. SMITH & SMITH PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 844-8070 E-mail: gerald@smithandsmithpllc.com john@smithandsmithpllc.com will@smithandsmithpllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Frank W. Naughton, president. Naughton Plumbing 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/azb19-11441.pdf NAVICURE INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Navicure Inc. and revised the outlook to stable from positive. The rating affirmation came after the company announced a change in ownership as existing sponsors. Bain Capital will sell its majority stake to EQT Partners and Canada Pension Plan Investment Board (CPPIB) in a transaction valued at $2.7 billion. The transaction will be funded through a mix of newly issued debt of about $1.1 billion, rollover equity of about $400 million, and a new equity infusion of about $1.2 billion. Existing debt will be repaid. Meanwhile, S&P assigned a 'B-' issue-level rating to the first-lien term loan. The recovery rating on this debt is '3'. S&P does not rate the second-lien term loan. S&P said, "The outlook revision reflects our expectation that the additional net debt as a result of the transaction will increase adjusted leverage to over 12x in 2019. This is in contrast to the previously projected leverage of below 8.0x for 2019. At the same time, despite the leverage spike in 2019, we affirmed the rating because we expect the company's leverage to improve to 10x in 2020 primarily from EBITDA growth. We expect further deleveraging to be limited because we believe the company will focus on growth, which will likely include acquisition activity and reinvesting in the business rather than reducing debt. We also expect the company to maintain adequate liquidity sources sufficient to cover its interest payments and annual amortization of about $8 million. We estimate free cash flow in the range of $17 million to $20 million in 2020 due to growth in EBITDA, increase in interest expense, minimal working capital, and capex requirements." "The stable outlook reflects our expectations that despite EBITDA growth and steady cash flow generation, the company's higher leverage due to the transaction will keep it at a level comparable to similarly rated peers. Moreover, the rating also reflects the aggressive financial policies and objectives by the financial sponsor." "We could lower the ratings if the company's growth is far lower than we expect. We believe the most likely factors that could hurt its bookings or ability to achieve price increases are focused around competitive forces. Should EBITDA margin erode more than 400 basis points, we believe this may result in leverage above 15x and nearly zero free cash flow. Another path to lower rating is if the company pursues large debt-financed acquisitions or a large dividend recapitalization resulting in meaningfully higher interest payments and eroding cash flow generation to negligible level." "We could raise the rating if the company increases bookings and prices higher than what we include in our base case, and that we believe it is committed to maintaining adjusted leverage below 8x and generate free cash flow to debt above 3%." NOSCE TE IPSUM: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: Nosce Te Ipsum, Inc. PO Box 363347 San Juan, PR 00936 Case No.: 19-05155 Business Description: Nosce Te Ipsum, Inc. classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a 5-story building with office and commercial spaces for lease, and adjacent parking lot structure in Guaynabo, Puerto Rico valued by the Company at $7 million. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Andrew Jimenez Cancel, Esq. ANDREW JIMENEZ LAW OFFICES PO Box 9023654 San Juan, PR 00902-3654 Tel: (787) 638-4778 E-mail: ajimenez@ajlawoffices.com Total Assets: $7,046,991 Total Liabilities: $5,210,939 The petition was signed by Maria De Los A. Ubarri, general manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/prb19-05155.pdf NRG ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR ------------------------------------------------------------ S&P Global Ratings revised the outlook on NRG Energy Inc. to positive from stable, as well as affirmed its 'BB' issuer rating on the company and all issue-level ratings on its debt. S&P said, "Our outlook revision reflects NRG Energy Inc.'s improved credit metrics, as reflected in its net debt-to-EBITDA ratio and adjusted funds from operations (FFO) to debt ratios of just above 3.0x and about 28%-29%, respectively. Through its business transformation plan, NRG has successfully cut costs and improved its operational flexibility while enhancing its resilience in the face of weaker power pricing. We anticipate these cost cuts will likely be maintained and will permanently and positively affect credit metrics. NRG has also sold certain assets and used the proceeds to accelerate deleveraging, which we see as favorable for credit quality. While the sale of NRG Yield (now Clearway Energy) and the company's South Central portfolio negatively affected scale and contractedness, the company has moved to a capital-lite integrated wholesale generation and retail load model that appears to be lowering overall cash flow volatility." "The positive outlook reflects our expectation of continued declines in leverage based on incremental margin improvements and cost cutting. The company has successfully reduced its operating leverage, which better positions it to withstand variability in pricing. We expect debt at about EBITDA at about 3.0x on an adjusted basis during 2019. The positive outlook also incorporates our view that the less capital-intensive retail business will continue to provide a countercyclical hedge should wholesale margins decline while also generating solid cash flow conversion, which the company will use to eventually maintain net debt to EBITDA below 3.0x." "While operational improvements and asset sales may be the primary reasons for an upgrade, we would also look at secularly improved capacity markets or continued scarcity events in ERCOT. Specifically, we would raise ratings if adjusted debt to EBITDA declines and remains below 3.0x, or if adjusted FFO to debt increases above 28% on a sustained basis and free cash flow generation continues to be high even under a sustained $2.5-$2.75/mmBtu gas environment. We will likely monitor performance through 2019 and could raise the rating by year end." "We could revise the outlook to stable if NRG's corporate level FFO-to-debt measures decline consistently below 22% or debt to EBITDA increases and remains over 3.5x. This could stem from a reversal of improvement in NRG's key markets, from operational performance that doesn't live up to expectations, or from recessionary conditions that affect both wholesale and rail power volumes." NUTRITION CARE: Discloses More Info on Intercompany Transactions ---------------------------------------------------------------- Nutrition Care, Inc., filed an amended small business Chapter 11 plan and accompanying amended disclosure statement to disclose more description of its business and its history. Frances Management Services Corp. (FM), a related entity, owns a real property located at Bayamon, Puerto Rico and Francisca Resto Montanez (FRM), its stockholder, owns a real property located at Toa Baja, Puerto Rico. Prior to filing the petition, the Debtor operated in the premises belonging to FM under a lease contract. The property of FRM was leased to an unrelated party and the rent proceeds were assigned to FM for collection and administration, including payments to secured creditor. Banco Popular de Puerto Rico (BPPR) had rent assignment contracts from FM and FRM. The Debtor had an unsecured line of credit with BPPR. Due to recession and changes in the industries where Debtor operates, the income declined substantially. At a certain point, BPPR began to withdraw its monthly installments from whichever one of Debtor's accounts had balance available. The funds withdrawn by BPPR to satisfy obligations of related parties FM and FRM, resulted in the commingling of loans and cash flow deficiencies that ended in the instant bankruptcy filing. BPPR's transfers resulted in related party transactions between Debtor, FM and FRM, also a guarantor to the loans with BPPR. Additional intercompany transfers were reflected in Debtor's and Debtor's principal's books and records at the time of the bankruptcy filing. Nevertheless, the purported related parties transactions occurred years before Debtor's bankruptcy filing and were, inexplicably, never updated by Debtor's previous accountant. After the natural disaster created by Hurricane Maria during September 2017, the lease contract for the property owned by FRM was cancelled by the lessee under a clause of the lease contract. After that major natural disaster, Debtor began operations as soon as practical and, during February 2018, moved its operations to FRM's property, where it currently operates. As part of the agreement, Debtor pays the insurance for the property, maintenance, real property taxes and is awaiting an agreement by and between FRM and BPPR to complete a written lease agreement. FRM paid, from her owns funds, for major necessary repairs and reconditioning of the property, in order to comply with the Joint Commissions operating requirements for Debtor. FRM as president and principal of debtor manage the daily business affairs and since March 2018 receives a monthly gross salary of $3,000.00. Class 1 Contingent, Disputed and Unliquidated Claim of PR Treasury are impaired. This class will receive a $240.00 lump sum payment to be made on the effective date of the Amended Plan. The lump sum represents 0.56% of the claimed amount. Class 2 Unsecured convenience class of creditors pursuant to 11 U.S.C. Section 1122 for claims that are equal to or under $3,000.00 are impaired. This class will receive a lump sum of $25.00 distributed on pro rata basis of the allowed claims and to be made on the effective date of the Amended Plan. The lump sum represents 0.56% of the allowed amount in this class. Class 3 Unsecured convenience class of creditors pursuant to 11 U.S.C. Section 1122 for claims that are equal to or over $3,001.00 are impaired. This class will receive a payment of $4,735.00, distributed in two lump sums of $2,367.50 each. Each lump sum will be distributed in a pro rata basis of the allowed claims. The first lump sum of $2,367.50 will be made on the effective date of the Amended Plan and the second lump sum of $2,367.50 will be made on the 9th month of the effective date of the Amended Plan. The sum of these lump sum represents 0.63% of the allowed amount in this class. Class 4 Equity interest holders are impaired. Equity interest Holders will receive no distribution. Payments and distributions under the Amended Plan will be funded by the on-going operations of Debtor's business. A full-text copy of the Second Amended Disclosure Statement dated September 4, 2019, is available at https://tinyurl.com/y4l6juab from PacerMonitor.com at no charge. Attorneys for Debtor: Myrna L. Ruiz-Olmo, Esq. MRO Attorneys at Law, LLC PO Box 367819 San Juan, PR 00936-7819 Tel. 787-237-7440 Email: mro@prbankruptcy.com About Nutrition Care Nutrition Care, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-00394) on Jan. 29, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Enrique S. Lamoutte Inclan presides over the case. Tomas F. Blanco Perez, Esq., at MRO Attorneys at Law, LLC, is the Debtor's bankruptcy counsel. OAKLEY GRADING: Trustee Hires Bartlett & Bartlett as Accountant --------------------------------------------------------------- Theo D. Mann, the Chapter 11 Trustee of Oakley Grading and Pipeline, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Bartlett & Bartlett, CPA's, PC, as accountant to the Trustee. Oakley Grading requires Bartlett & Bartlett to: a. assist in the preparation and filing of necessary tax returns; and b. provide other accounting services as may be required by the Trustee from time to time. Bartlett & Bartlett will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chris Barnett, partner of Bartlett & Bartlett, CPA's, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bartlett & Bartlett can be reached at: Chris Barnett BARTLETT & BARTLETT CPA's PC 17 Jefferson Place Newnan, GA 30263 Tel: (770) 253-0091 Fax: (770) 502-1017 About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for Debtor. The Chapter 11 Trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. ODYSSEY CHARTER: S&P Alters Outlook to Pos. on Enrollment Growth ---------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'BB' long-term rating on the Capital Trust Agency, Fla.'s series 2017A tax-exempt revenue bonds, issued for Odyssey Charter School Inc. "The outlook revision reflects our view of Odyssey Charter School Inc.'s solid enrollment growth trends and improved finances in recent years," said S&P credit analyst Shivani Singh. Despite debt plans that S&P has incorporated into its pro forma ratios, it considers the organization's overall credit profile as demonstrating characteristics commensurate with some higher rated peers. Odyssey Charter School Inc. is planning to issue approximately $11 million of new-money bonds in 2019 (not to be rated by S&P) for various capital projects at its two campus locations, which the rating agency has incorporated into its analysis. This will be S&P's final review following a request from management to withdraw its rating. "The positive outlook reflects our expectation that there is a one-in-three chance of a better credit profile if enrollment continues growing, academics remain satisfactory, and overall financial metrics, specifically unrestricted days' cash on hand and lease-adjusted MADS coverage, remain in line with 'BB+' peers," S&P said. OECONNECTION LLC: S&P Affirms B- ICR After Sponsor-To-Sponsor Deal ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on OEConnection LLC, which has plans to raise $607 million of first- and second-lien debt to partially fund its sale to Genstar Capital from Providence Equity. The rating agency also assigned its 'B-' issue-level rating and '3' recovery rating to OEConnection's proposed first-lien credit facility and 'CCC' issue-level rating and '6' recovery rating to the company's proposed second-lien credit facility. S&P will withdraw its ratings on OEConnection's existing debt once that has been refinanced. The affirmation reflects S&P's view of the company's high risk tolerance reflected in pro forma leverage at about 10x (up from about 7x currently) and its expectation that continued revenue and EBITDA growth from expansion of existing customer relationships and good retention rates (average 95% historically) will allow it to improve leverage to the low-8x area within 12 months of close and generate FOCF to debt in the low single digits in 2019 and 2020. S&P believes the company has a track record of EBITDA expansion and deleveraging as evidenced by adjusted debt to EBITDA of about 7.5x at Dec. 31, 2018 down from about 9x in 2017. The stable outlook reflects S&P's expectation that OEConnection will support its debt burden with continued organic growth above U.S. GDP growth, EBITDA margin expansion, and full integration of the Clifford Thames and Bluegrasscoms acquisitions over the next year. While S&P believes the company will prioritize investments in product development, acquisitions, and shareholder returns over debt repayment over the longer term, the rating agency expects it to deleverage to the low-8x area by the end of 2020 through EBITDA growth (from 10x pro forma for deal close). "We could lower the ratings if operational performance and EBITDA margins deteriorate because of increased competition from aftermarket parts, greater than expected dealer churn, or diminished ability to implement price increases, leading to annual free operating cash flow generation at breakeven levels and elevated leverage exceeding 10x. Such scenarios could lead us to believe the capital structure is unsustainable," S&P said. "Ratings upside is unlikely over the next 12 months because of the company's elevated leverage. We could raise the rating if the company continues its revenue growth trajectory driven by price increases and dealer network expansion, and EBITDA margin improves from cost saving initiatives already in place, such that leverage is below 7x on a sustained basis," the rating agency said. OMNIMAX INTERNATIONAL: S&P Cuts ICR to 'CCC'; Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based metal and vinyl products producer Omnimax Holdings Inc. to 'CCC' from 'CCC+', saying the company could face a liquidity crisis within the next year given its $385 million senior secured notes due August 2020 and no definitive refinancing plans. S&P also lowered its issue-level rating on Omnimax's $385 million 12% senior secured notes due August 2020 to 'CCC' from 'CCC+'. The rating agency revised its liquidity assessment to weak from less than adequate as it believes liquidity sources will not exceed uses over the next 12 months. The downgrade reflects S&P's view that Omnimax could face a near-term liquidity crisis or consider a distressed exchange or redemption, which the rating agency considers a default, within the next 12 months. The negative outlook reflects S&P's expectation that liquidity will continue to deteriorate over the next year leading to a restructuring or default. It also estimates that 2019 leverage will remain above 9x and EBITDA interest coverage below 1x. "We could lower our ratings on Omnimax if a default, distressed exchange, or redemption appears to be inevitable within the next six months, absent an unforeseen positive development such as a refinancing," S&P said. "We could revise our outlook on Omnimax to stable or raise the rating if we believe the company is no longer likely to pursue a distressed exchange, and we consider its liquidity position to be adequate. This would include finalizing plans to refinance its $385 million senior notes by February 2020," the rating agency said. OXBOW CARBON: S&P Affirms BB- Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' issuer credit rating on U.S.–based petroleum and calcined coke processor and distributor Oxbow Carbon LLC and its 'BB' issue-level rating on the company's $325 million revolving credit facility, $225 million first-lien term loan A, and $450 million first-lien term loan B. S&P said, "We expect global GDP growth to slow to 3.3% in 2019 before reviving to 3.6% in 2020. We believe sales in the U.S. automotive industry, a key consumer of aluminum, will continue to slowly decline over the next few years. Aluminum spot prices have fallen nearly 20% since their peak in 2018. Calcined petroleum coke (CPC), a key input in manufacturing aluminum, made up more than 60% of Oxbow's EBITDA in 2018. In addition, China has imposed a 25% tariff on U.S. CPC, which will decrease Oxbow's competitiveness in the Chinese market. Oxbow generated about 10% of CPC sales from China. We expect Oxbow's CPC volumes sold to decline 10%-15% in 2019. Volume contraction and lower CPC prices will resulting in a 28% decline, year over year, in EBITDA." "The stable outlook on Oxbow reflects our expectation that the company will offset reduced demand and lower calcined coke prices with debt repayment and smaller dividends. We expect the company's adjusted leverage will be 3.5x by the end of 2019 before improving in 2020, when we expect aluminum prices to rise." "We could lower the rating on Oxbow if weakness in the global petroleum, calcined coke, and energy end-markets cause weaker-than-expected cash flows that result in leverage exceeding 4x on a sustained basis or interest coverage dropping to less than 3x. Under this scenario, we expect the price of calcined coke to decline by 15%-20% from current levels, or to see significantly lower demand for petcoke due to unfavorable trade policies or stronger competition from Chinese producers." "We could raise the rating on Oxbow if the company's adjusted leverage is sustained at less than 3x. Under this scenario, we would expect to see that the trade tensions between the U.S. and China would moderate or end, and that the threat of global recession would recede. We would also expect Oxbow's gross margins to strengthen by at least 100 basis points from current levels." PEABODY ENERGY: S&P Affirms 'BB-' ICR on Debt-Neutral Issuance -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Peabody Energy Corp. Peabody, a U.S.-based coal producer, is issuing a new $900 million term loan B due 2026 and $500 million senior unsecured notes due 2027. In this debt-neutral transaction, the company will use the proceeds from the new issue to repay its $395 million outstanding term loan and tender $1 billion outstanding senior secured notes. Meanwhile, S&P assigned a 'BB+' issue-level ratings on Peabody's proposed $900 million term loan B and upsized revolving credit facility (RCF) with a '1' recovery rating (95% rounded estimate). It also assigned a 'B+' issue-level rating to the new $500 million unsecured notes with a '5' recovery rating (20% rounded estimate). High contracted domestic volumes provide some cash flow certainty, but declining demand and price realizations will likely continue to erode margins across all U.S. mining regions. S&P assumes Peabody will ease production across all mining complexes in the U.S. in response to declining demand, resulting in an approximately 9%-10% drop in domestic volumes sold in 2019. Furthermore, the rating agency assumes average price realizations will continue to decline in 2019 and 2020 by approximately 5%-6% per year, affected by the Kayenta and Somerville mine closures in 2019 and demand weakness across regions. S&P expects Peabody's Australian operations will generate 40%-50% of revenues in 2019 and 2020. S&P assumes stable thermal export volumes and lower export met coal volumes due to the North Goonyella mine idling and Millennium mine closure, partially offset by Shoal Creek mine production (acquired in December 2018). In 2019 and 2020, the rating agency expects lower Newcastle and hard coking coal price realizations. The stable outlook reflects S&P's expectation that Peabody will generate $150 million-$200 million of FOCF under declining domestic demand and prices, production suspension from North Goonyella, and expected mine closures in 2019. S&P anticipates EBITDA margins will contract in 2019 and 2020 to about 20%-21% due to lower volumes sold and under its lower international thermal and met coal working price assumptions. The rating agency expects the company will operate at adjusted leverage of 2.5x-3.0x in the next 12 months. "We could lower the rating if we expect leverage to exceed 3.0x on a sustained basis, given Peabody's target of maintaining reported debt below $1.4 billion. This scenario would be associated with a 25%-30% decline of the hard coking coal price from our baseline assumptions in 2020, leading to EBITDA margin dropping below 16%-17%," S&P said. "We could raise the rating if we expect Peabody to maintain adjusted leverage below 2x. This scenario is associated with 35%-40% higher expected EBITDA in 2019 and 2020, resulting from higher export realizations or increased met coal production," the rating agency said. PG&E CORP: Exit Plan to Cap Wildfire Liabilities at $18 Billion --------------------------------------------------------------- California utility giant PG&E Corporation has filed a proposed bankruptcy-exit plan that intends to cap the wildfire liabilities that forced it into bankruptcy at about $18 billion -- less than half of what victims and insurers have said they're owed. The Plan provides that: * Up to $8.5 billion ("Subrogation Claims Cap") will be distributed to address wildfire claims that arises from subrogation, assignment or otherwise in connection with payments made or to be made by an insurer on account of damages or losses relating to any wildfire. * $1.0 billion will be distributed to public entities, namely, (a) the North Bay public entities; (b) the Town of Paradise; (c) the County of Butte; (d) the Paradise Park and Recreation District; (e) the County of Yuba; and (f) the Calaveras County Water District, to satisfy their wildfire claims. * Other wildfire claims will be capped at $8.4 billion ("Other Wildfire Claims Cap"). A trust will be established to resolve all Subrogation Wildfire Claims, and another trust will be established to settle Other Wildfire Claims. General unsecured claims against PG&E and utility Pacific Gas are unimpaired under the Plan. Funded debt claims against PG&E and the utility will also be paid in full. PG&E has not yet filed the explanatory disclosure statement -- an outline that describes in plain term how creditors and interest holders will be treated. PG&E and its operating subsidiary Pacific Gas & Electric Company sought Chapter 11 protection to seek an orderly, fair, and expeditious process to assess and resolve PG&E's potential liabilities resulting from the 2017 and 2018 Northern California wildfires that left more than 100 people dead and caused billions of dollars in property damage. PG&E said at the time of the bankruptcy filing that potential exposure with respect to the wildfires could exceed $30 billion. Jason Wells, the company's chief financial officer, told Bloomberg, "We currently believe that the caps being outlined in our plan of reorganization are sufficient to satisfy the claims against the company." Mr. Wells, according to Bloomberg, did say the company could refile its reorganization plan after the courts involved in the wildfire cases determine as PG&E's liabilities. As widely reported, insurers have claimed that they are owed $18 billion, while attorneys for wildfire victims have said that victims' claims could top $40 billion. PG&E said it plans to raise a combination of debt and equity to cover its liabilities. A copy of the Plan is available for free at: http://bankrupt.com/misc/PGE_3841_Exit_Plan.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. PG&E CORP: Says Plan Fairly Compensates Wildfire Victims -------------------------------------------------------- PG&E Corporation and Pacific Gas and Electric Company on Sept. 9, 2019, filed a joint Chapter 11 Plan of Reorganization in the U.S. Bankruptcy Court for the Northern District of California. This Plan is another step in a multi-step process as PG&E works to compensate wildfire victims and emerge from Chapter 11 while continuing to improve safety and operational performance for its customers. The Plan will be updated as developments require. "Under the Plan we filed [Mon]day, we will meet our commitment to fairly compensate wildfire victims and we will emerge from Chapter 11 financially sound and able to continue meeting California's clean energy goals," said Bill Johnson, PG&E Corporation's Chief Executive Officer and President. "Throughout this process, we remain focused on the guiding principles of safely and reliably delivering energy to our customers, further reducing the risk of wildfires, and continuing to support the state's clean energy goals. I am confident that we can, and will, provide better service to our customers and communities, and our Plan of Reorganization is another step in this process." As contemplated by the Plan, PG&E is on track to achieve confirmation of the Plan in advance of the June 30, 2020, deadline set forth in Assembly Bill 1054 for participation in the newly-established state wildfire fund. The Plan filed on Sept. 9 proposes a rate-neutral framework that fairly compensates wildfire victims and other stakeholders, prioritizes the interests of our customers and communities, and meets PG&E's legal obligations. It is comprised of, among other things, the following: -- Compensation of wildfire victims and certain limited public entities from a trust funded for their benefit in an amount to be determined by the Bankruptcy Court not to exceed $8.4 billion; -- Compensation of insurance subrogation claimants from a trust funded for their benefit in an amount to be determined by the Bankruptcy Court not to exceed $8.5 billion; -- Payment of $1 billion in full settlement of the claims of certain public entities relating to the wildfires, as previously announced; -- Payment in full, with interest, of all prepetition funded debt obligations, all prepetition trade claims and employee-related claims; -- Assumption of all power purchase agreements and community choice aggregation servicing agreements; -- Assumption of all pension obligations, other employee obligations, and collective bargaining agreements with labor; -- Future participation in the state wildfire fund established by Assembly Bill 1054; and -- Satisfaction of the requirements of Assembly Bill 1054. PG&E's Chapter 11 emergence financing is expected to include a substantial equity financing component, which could include a rights offering to existing shareholders or one or more offerings in the capital markets. PG&E intends to work with financial institutions over the next several weeks to obtain up to $14 billion of total equity financing commitments. All proceeds of the equity commitments will be used to pay wildfire victims and help fund PG&E's contributions to the state wildfire fund. The Plan filed on Sept. 9 is subject to confirmation by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code, and to the occurrence of the effective date in accordance with the conditions set forth in the Plan. Treatment of Claims and Interests According to papers filed in Court, the Plan classifies and treats claims as follows: 1. Administrative Expense Claims. a. Description: Costs and expenses of administering the chapter 11 cases, including claims related to debtor-in-possession financing. b. Treatment: Paid in full on the Plan Effective Date. 2. Priority Tax and Other Priority Claims. a. Description: Tax and other claims entitled to priority in payment under the Bankruptcy Code. b. Treatment: Paid in full on the Plan Effective Date, including any applicable postpetition interest. 3. Funded Debt Claims. a. Description: All prepetition claims based on loans, bonds, or similar borrowed money claims outstanding as of the Petition Date. b. Treatment: All Funded Debt Claims will be paid in full, in cash on the Plan Effective Date, including the payment of accrued and unpaid prepetition interest at the non-default contract rate, plus postpetition interest at the federal judgment rate. The Debtors believe that under the documents governing the Funded Debt Claims and applicable law, no make-whole premiums or similar amounts are payable upon payment of the Funded Debt Claims as provided in the Plan. Accordingly, payment of the Funded Debt Claims does not include the payment of any make- whole premiums or similar amounts. Notwithstanding the foregoing, if it is determined that any holder of a Funded Debt Claim is entitled to payment of a make-whole premium or similar amount or that postpetition interest is payable at a rate other than the federal judgment rate, the treatment of such claim shall be modified in a manner to render the claim unimpaired. c. Impairment and Voting: Unimpaired; Not entitled to vote on the Plan. 4. General Unsecured Claims. a. Description: All prepetition unsecured claims (other than Funded Debt Claims, unliquidated Wildfire Claims held by individuals and certain limited public entities, Subrogation Wildfire Claims, settled Public Entities Wildfire Claims, claims related to the Ghost Ship Fire, Workers' Compensation Claims, and 2001 Utility Exchange Claims). Includes all prepetition trade claims, prepetition litigation claims (other than Wildfire-based litigation claims), and unpaid and liquidated Wildfire Claims that are the subject of prepetition settlement agreements. b. Treatment: Paid in full on the Plan Effective Date, including any applicable postpetition interest at the federal judgment rate. c. Impairment and Voting: Unimpaired; Not entitled to vote on the Plan. 5. Wildfire Claims. a. Description: All Wildfire Claims, including claims for personal injury, wrongful death, or property damage, arising out of the Butte Fire (2015), the North Bay Wildfires (2017), and the Camp Fire (2018) (other than Subrogation Wildfire Claims and Wildfire Claims held by the Public Entities that have settled with the Debtors). This includes all Wildfire Claims by both uninsured and underinsured claimants. b. Treatment: In accordance with the California Assembly Bill 1054 ("AB 1054"), on the Plan Effective Date, the Debtors will fund a trust with cash, bonds, or equity securities (or any combination of such cash, bonds, and equity securities) having a value equal to the amount estimated by the Court as the Debtors' aggregate liability with respect to such Wildfire Claims. c. Channeling Injunction: All such Wildfire Claims shall be assumed, resolved, and paid solely by the trust and from the trust’s assets in accordance with claims resolution procedures to be adopted by the trust (and which will be described in the Disclosure Statement). Holders of such Wildfire Claims shall have no recourse to the Debtors, the Reorganized Debtors, or their assets and properties. d. Impairment and Voting: Impaired; Holders of such Wildfire Claims are entitled to vote on the Plan. 6. Subrogation Wildfire Claims. a. Description: All Wildfire Claims arising out of the Butte Fire (2015), the North Bay Wildfires (2017), and the Camp Fire (2018) held by insurers or similar entities in connection with payments made to others on account of damages or losses arising from such wildfires. b. Treatment: In accordance with AB 1054, on the Plan Effective Date, the Debtors will fund a trust with cash, bonds, or equity securities (or any combination of such cash, bonds, and equity securities) having a value equal to the amount estimated by the Court as the Debtors’ aggregate liability with respect to the Subrogation Wildfire Claims. c. Channeling Injunction: All Subrogation Wildfire Claims shall be assumed, resolved, and paid solely by the trust and from the trust’s assets in accordance with claims resolution procedures to be adopted by the trust (and which will be described in the Disclosure Statement). Holders of Subrogation Wildfire Claims shall have no recourse to the Debtors, the Reorganized Debtors, or their assets and properties. d. Impairment and Voting: Impaired; Holders of Subrogation Wildfire Claims are entitled to vote on the Plan. 7. Public Entities Wildfire Claims. a. Description: Claims held by those Public Entities that entered into Plan Support Agreements with the Debtors that, among other things, settled their claims relating to the Butte Fire (2015), the North Bay Wildfires (2017), and the Camp Fire (2018). b. Treatment: Payment of the settlement amount of $1 billion in cash, plus the establishment of a fund in the amount of $10 million to reimburse the Public Entities for legal fees and costs associated with any third party claims relating to the wildfires that may be brought against the Public Entities. c. Impairment and Voting: Impaired; Public Entities are entitled to vote on the Plan. 8. Ghost Ship Fire Claims. a. Description: Any claims arising from the Ghost Ship Fire. b. Treatment: Each holder of a Ghost Ship Fire Claim shall be entitled to pursue its claim against the Reorganized Debtors. c. Impairment and Voting: Unimpaired; Not entitled to vote on the Plan. 9. Subordinated Debt Claims. a. Description: Any claims subordinated under section 510(b) of the Bankruptcy Code arising from rescission of a purchase or sale of a debt security of the Debtors, or for damages arising from the purchase or sale of such a debt security, including any related claims for reimbursement, contribution or indemnification. b. Treatment: Paid in full on the Plan Effective Date. c. Impairment and Voting: Unimpaired; Not entitled to vote on the Plan. 10. PG&E Corporation Common Stock. a. Description: The publicly traded common stock of PG&E Corporation (parent, holding company), and claims subordinated under section 510 of the Bankruptcy Code arising from rescission of a purchase or sale of such common stock, or for damages arising from the purchase or sale of such common stock, including any related claims for reimbursement, contribution or indemnification (collectively, "PG&E Common Interests"). b. Treatment: Each holder of a PG&E Common Interest shall retain such PG&E Common Interest, subject to dilution from any common stock or securities linked to common stock issued under the Plan. If a rights offering is implemented in connection with the implementation of the Plan, holders of PG&E Common Interests shall have the right to participate in the rights offering. c. Impairment and Voting: Impaired; Holders of PG&E Common Interests are entitled to vote on the Plan. Certain Plan Implementation Provisions. 1. AB 1054. The Reorganized Debtors will participate in the go-forward wildfire fund established under AB 1054, and will make the following required contributions to the fund on the Plan Effective Date: a. Approximately $4.8 billion initial contribution; and b. Approximately $193 million initial annual contribution. 2. Assumption of Certain Executory Contracts; Employee Obligations. a. On the Plan Effective Date, all power purchase agreements and community choice aggregation servicing agreements will be assumed; b. On the Plan Effective Date, all collective bargaining agreements will be assumed; c. All allowed pension and employee claims and obligations will be paid in full; and d. All allowed workers' compensation claims will be paid in full in the ordinary course. 3. CPUC Approvals. Confirmation of the Plan is conditioned on obtaining all CPUC approvals required under AB 1054 and section 1129(a)(6) of the Bankruptcy Code, including: a. Satisfactory provisions pertaining to authorized return on equity and regulated capital structure; b. A disposition of proposals for certain potential changes to PG&E's corporate structure and authorizations to operate as a utility; c. Satisfactory resolution of claims for monetary fines or penalties for prepetition conduct; d. Approval (or exemption from approval) of the financing structure and securities to be issued under the Plan; e. Approval of any hedges executed by the Utility in consultation with the CPUC staff; f. The Utility’s governance structure; and g. Any approvals or determination with respect to the Plan and related documents that may be required by AB 1054. 4. Conditions to Occurrence of Plan Effective Date. In addition to certain other conditions, the occurrence of the Plan Effective Date is conditioned on the following: a. The Debtors' aggregate liability with respect to Wildfire Claims held by individuals and public entities that have not settled with the Debtors as estimated by the Court shall not exceed $8.4 billion; and b. The Debtors' aggregate liability with respect to Subrogation Wildfire Claims as estimated by the Court shall not exceed $8.5 billion. It shall not be a condition to the occurrence of the Plan Effective Date that wildfire recovery or similar bonds be available to fund the Plan or that legislation authorizing such bonds shall have been enacted. The Plan contemplates that the Debtors will emerge from chapter 11 with sufficient liquidity to support their ongoing operations. The Plan will be funded through various sources, including: a. A new equity offering or offerings; b. The issuance or incurrence of new debt at both the PG&E Corp. and Utility levels; and c. If available (but not required), wildfire recovery or similar bonds. In connection with this, the Debtors intend to enter into Backstop Commitment Letters with various financial institutions, to backstop, if necessary, an equity offering of up to $14 billion on the terms set forth in the Plan. The Backstop Parties include: Backstop Party Commitment -------------- ---------- Abrams Capital Partners I, L.P. $22,461,000 Riva Capital Partners V, L.P. $100,000,000 Whitecrest Partners, LP $39,671,000 Knighthead Capital Management, LLC $1,000,000,000 The Debtors intend to solicit and expect to receive additional Backstop Commitment Letters aggregating up to $14 billion. In addition, the Debtors have engaged in discussions with several money center banks that have indicated that the Debtors have ample access to deep pools of both debt and equity capital in order to finance their emergence from chapter 11. Several of these financial institutions have expressed high levels of confidence in their ability to raise in excess of $30 billion of both debt and equity capital to satisfy claims, refinance indebtedness, and address other bankruptcy related and post emergence uses. A full-text copy of the Chapter 11 Plan dated September 9, 2019, is available at https://tinyurl.com/y4oarc7h from PrimeClerk.com at no charge. "It's an extremely disappointing development," Cecily Dumas, Esq., one of the lawyers representing fire victims in the bankruptcy case, told the Wall Street Journal. "We are not surprised that it is not an acceptable plan, but we are disappointed that it's worse than expected." The Debtors said the Plan will not become effective unless (a) their aggregate liability with respect to Wildfire Claims held by individuals (and public entities that have not settled with the Debtors), as estimated by the Court, does not exceed $8.4 billion, and (b) their aggregate liability with respect to Subrogation Wildfire Claims, as estimated by the Court, does not exceed $8.5 billion. 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. PRESTIGE WORLDWIDE: Hires Dworken & Bernstein as Special Counsel ---------------------------------------------------------------- Prestige Worldwide Furniture LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Dworken & Bernstein Co., L.P.A., as special counsel to the Debtor. Prestige Worldwide requires Dworken & Bernstein to represent the Debtor in a law suit involving the Debtor and Creditor Northwest Bank. Dworken & Bernstein will be paid at the hourly rate of $350. Dworken & Bernstein will also be reimbursed for reasonable out-of-pocket expenses incurred. Erik L. Walter partner of Dworken & Bernstein Co., L.P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Dworken & Bernstein can be reached at: Erik L. Walter, Esq. DWORKEN & BERNSTEIN CO., L.P.A. 60 South Park Place Painesville, OH 44113 Tel: (440) 946-7656 About Prestige Worldwide Furniture Prestige Worldwide Furniture, LLC, is an owner and operator of furniture stores in Mentor, Ohio. Prestige Worldwide Furniture sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-15022) on Aug. 14, 2019. In the petition signed by Tom Muniak, managing member, the Debtor disclosed assets totaling $1,014,084, and its liabilities totaling $1,909,645. Judge Arthur I. Harris oversees the Debtor's case. Glenn E. Forbes, Esq., at FORBES LAW LLC, is the Debtor's bankruptcy counsel; and Dworken & Bernstein Co., L.P.A., is special counsel. PRESTIGE WORLDWIDE: Seeks to Hire Forbes Law as Counsel ------------------------------------------------------- Prestige Worldwide Furniture, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Forbes Law LLC, as counsel to the Debtor. Prestige Worldwide requires Forbes Law to: a. advise the Debtor as to its rights, duties and powers as a Debtor in Possession; b. prepare and file the Statements, Schedules, Plans and other documents and pleadings necessary to be filed by the Debtor in this case; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. Forbes Law will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Glenn E. Forbes, partner of Forbes Law LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Forbes Law can be reached at: Glenn E. Forbes, Esq. FORBES LAW LLC 166 Main Street Painesville, OH 44077 Tel: (440) 357-6211 E-mail: bankruptcy@geflaw.net About Prestige Worldwide Furniture Prestige Worldwide Furniture, LLC, is an owner and operator of furniture stores in Mentor, Ohio. Prestige Worldwide Furniture sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-15022) on Aug. 14, 2019. In the petition signed by Tom Muniak, managing member, the Debtor disclosed assets totaling $1,014,084, and its liabilities totaling $1,909,645. Judge Arthur I. Harris oversees the Debtor's case. Glenn E. Forbes, Esq., at FORBES LAW LLC, is the Debtor's bankruptcy counsel; and Dworken & Bernstein Co., L.P.A., is special counsel. PUERTO RICO: Final Bond Insurers Join PREPA Deal ------------------------------------------------ Two holdout bond insurers have joined a previously announced deal to restructure more than $8 billion of revenue bonds issued by Puerto Rico Electric Power Authority, the Commonwealth of Puerto Rico's bankrupt electric utility. The Financial Oversight and Management Board for Puerto Rico on Sept. 9, 2019 announced that, together with the Puerto Rico Fiscal Agency and Financial Advisory Authority (FAFAA) and the Puerto Rico Electric Power Authority (PREPA), it reached an agreement with bond insurers Syncora Guarantee Inc. and National Public Finance Guarantee Corp. to join the Definitive Restructuring Support Agreement (RSA) with certain PREPA bondholders and Assured Guaranty Corp. reached earlier this year. The addition of Syncora and National to the RSA provides significant certainty to the restructuring not only of PREPA’s bonds, but to the transformation of PREPA to a modern, efficient power utility able to deliver clean, reliable and affordable energy to the people and businesses of Puerto Rico. The agreement with the bond insurers does not change the economic terms of the RSA. The RSA has now been joined by holders of approximately 90% of uninsured bonds and all PREPA bond insurers. According to Reuters, the action by NPFGC and Syncora to join the RSA moves PREPA closer to exiting a form of bankruptcy filed in July 2017. Under the deal, investors would exchange their PREPA bonds at 67.5 cents on the dollar for new Tranche A bonds and 10 cents on the dollar for new Tranche B bonds. The latter would be contingent on full payment of Tranche A bonds and future electricity demand on the island. PREPA would pay off the new bonds through a special charge levied on its customers. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by Puerto Rico and other instrumentalities. White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative Capital LP. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed an official committee of retirees and an official committee of unsecured creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. RELGOLD LLC: Seeks to Hire Shafer Glazer as Special Counsel ----------------------------------------------------------- Relgold, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Shafer Glazer LLP, as special appellate and litigation counsel to the Debtor. The Debtor hired Shafer Glazer to obtain a Temporary Restraining Order and move by Order to Show Cause to vacate the default judgment. Unfortunately, the relief was denied by order dated July 5, 2019. The Debtor intends to appeal. On July 17, 2019, a Notice of Appeal was duly filed and served by Shafer Glazer. The Debtor requires Shafer Glazer to prosecute an appeal and to represent the Debtor in any related litigation. Shafer Glazer will be paid at these hourly rates: Partners $300 Of Counsel $300 Associates $300 Paralegals $150 Legal Assistants $150 Shafer Glazer received a prepetition retainer from the Debtor in the amount of $19,531.92 from the Debtor's management company. Shafer Glazer will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard Shafer, partner of Shafer Glazer LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Shafer Glazer can be reached at: Howard Shafer, Esq. SHAFER GLAZER LLP 125 Maiden Lane, 16th Floor New York, NY 10038 Tel: (212) 267-0011 About Relgold, LLC Relgold LLP classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Relgold LLP filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 19-12318) on July 18, 2019. In the petition signed by Leonard Goldberg, managing member, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Dawn Kirby, Esq. at Kirby Aisner & Curley LLP serves as the Debtor's counsel. ROBERTS PROPERTY: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: Roberts Property & Holdings, LLC P.O. Box 3038 Ocala, FL 34478 Case No.: 19-03409 Business Description: Roberts Property & Holdings, LLC is engaged in renting and leasing real estate properties. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Richard A. Perry, Esq. RICHARD A. PERRY, P.A. 820 East Fort King Street Ocala, FL 34471 Tel: 352-732-2299 Fax: 13524584297 E-mail: richard@rapocala.com Total Assets: $1,523,169 Total Liabilities: $2,646,740 The petition was signed by Louie F. Wise, III, manager of Kendall Holdings, LLC as manager of Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-03409.pdf ROCK CREEK: Seeks to Hire McNamee Hosea as Counsel -------------------------------------------------- Rock Creek Baptist Church of the District of Columbia seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., as counsel to the Debtor. Rock Creek requires McNamee Hosea to: a) prepare and file documents required by the court; b) counsel the Debtor in connection with the formulation, negotiation and promulgation of plans of reorganization and related documents; c) advise the Debtor concerning, and assisting in the negotiation and documentation of financing agreements, debt restructurings and related transactions; d) review the validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; e) prepare all necessary and appropriate applications, motions, pleadings, draft orders, notices, and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 case; and f) perform all other legal services that the Firm is qualified to handle for or on behalf of the Debtor that may be necessary or desirable in this Chapter 11case and the Debtor's business. McNamee Hosea will be paid at these hourly rates: Senior Partners $500 Associates & Partners $325 to $375 Paralegals $85 to $125 McNamee Hosea will also be reimbursed for reasonable out-of-pocket expenses incurred. Janet M. Nesse, partner of McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McNamee Hosea can be reached at: Janet M. Nesse, Esq. Steven L. Goldberg, Esq. MCNAMEE HOSEA JERNIGAN KIM GREENAN & LYNCH, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: jnesse@mhlawyers.com sgoldberg@mhlawyers.com About Rock Creek Baptist Church of the District of Columbia Rock Creek Baptist Church of the District of Columbia, based in Upper Marlboro, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-16565) on May 14, 2019. The Hon. Lori S. Simpson presides over the case. The Debtor hires The Weiss Law Group, LLC, and McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Jeffrey L. Mitchell, Sr., pastor. RODRIGUEZ CANO: Case Summary & 17 Unsecured Creditors ----------------------------------------------------- Debtor: Rodriguez Cano, Inc. d/b/a Aloma Kids Academy 3416 Aloma Avenue Winter Park, FL 32792 Case No.: 19-05890 Business Description: Rodriguez Cano, Inc. is a provider of child day care services. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Aldo G Bartolone, Jr., Esq. BARTOLONE LAW, PLLC 1030 North Orange Avenue, Suite 300 Orlando, FL 32801 Tel: (407) 294-4440 Fax: (407) 287-5544 E-mail: aldo@bartolonelaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Margarita Rodriguez, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-05890.pdf RUNNIN L FARMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Runnin L Farms, LLC f/k/a Runnin L Farms, Inc. 231 Mardis Point Road Joppa, AL 35087 Case No.: 19-82716 Business Description: Runnin L Farms, LLC is a privately held company in the general freight trucking business. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Hon. Clifton R. Jessup Jr. Debtor's Counsel: Tazewell Shepard, Esq. TAZEWELL, SHEPARD & MORRIS, P.C. 303 Williams Avenue, Suite 1411 Huntsville, AL 35801 Tel: 256 512-9924 E-mail: taze@ssmattorneys.com - and - Tazewell Taylor Shepard, IV, Esq. SPARKMAN, SHEPARD & MORRIS, P.C. P.O. Box 19045 Huntsville, AL 35804 Tel: 256-512-9924 Fax: 256-512-9837 E-mail: ty@ssmattorneys.com taze@ssmattorneys.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donald Barry Lindsey, authorized representative of the Debtor. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alnb19-82716_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/alnb19-82716.pdf SENIOR CARE: PM Management's Transfer of Assets to Comal Approved ----------------------------------------------------------------- Judge Stacy G.C. Jernigan of U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the Operations Transfer Agreement ("OTA") by and between PM Management – New Braunfels NC, LLC ("Transferor"), an affiliate of Senior Care Centers, LLC, and Comal Health Care Center Ltd. Co. ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "Sundance Inn Health Center," located at 2034 Sundance Parkway, New Braunfels, Texas ("Facility") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances. Notwithstanding anything to the contrary, the transfer of the Assets pursuant to the Amended Order will not be free and clear of (a) the liens of Love Funding Corp., which will remain in place and continue to attach to the transferred Assets, or (b) claims related to executory contracts or unexpired leases that are assumed and assigned to the New Operator. New Operator is not being assigned the Transferors' Medicare Provider Agreements with the Secretary of the United States Department of Health and Human Services, acting through its designated component, the Centers for Medicare & Medicaid Services or the Medicaid provider agreements with the Texas Health and Human Services Commission, and liabilities arising under the Provider Agreements will remain as the liabilities of the Debtors. Although the New Operator is not being assigned the Provider Agreements, for the sake of clarity, to the extent owned by the Transferor, the New Operator is being assigned the Facility's Medicaid contracted bed allotments, to the extent allowed by applicable law. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc., are, or may be, located at the Facility. Notwithstanding any other term or provision of the Amended Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Love Funding's first priority liens on the assets of the Love Funding Debtors that are not being transferred pursuant to this Amended Order, including the cash and accounts receivable of the Love Funding Debtors will remain in place. If, 90 days after Closing, the loans from Love Funding secured by the assets of the Love Funding Debtors have been assumed by another borrower or borrowers, and those loans are not in default, then, at that time or such later time that any defaults have been cured by another borrower or borrowers, Love Funding's lien on the assets of the Love Funding Debtors will be released. Notwithstanding any other provision in the Amended Order, the Motion, the OTAs, or the Transaction Documents, year 2018 ad valorem personal property taxes owed on the affected locations will be paid by the Transferor to the relevant taxing authorities on or before Sept. 30, 2019 with interest that has accrued at the state statutory rate of 1% per month. Further, the amount of the ad valorem personal property taxes on the affected locations accruing between Jan. 1, 2019 and the Effective Time (as defined in the OTA) will be paid by the Transferor to the Saddleback Park Valley, LLC/Saddleback Sundance, LLC on or before Sept. 30, 2019, and Park Valley Capital Funding, LLC/First Comal Capital Funding, LLC will receive a credit at closing for the amount of the Personal Property Tax against the Purchase Price as defined in that certain Agreement for Purchase and Sale of Assets between Sellers and Buyers The remaining ad valorem property taxes for the 2019 tax year will remain attached to the assets and become the responsibility of the New Operator. The holders of liens that secure year 2019 ad valorem property taxes will retain all state law collection and lien enforcement rights and are not enjoined from pursuing collection of all amounts owed for tax year 2019 against the New Operator in the event the 2019 ad valorem property taxes are not paid prior to the state law delinquency date. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, this Amended Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The amended Order is intended to be, and in respects will be, a final order regarding the relief granted therein, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc. as its financial advisor. SENIOR CARE: PM Management's Transfer of Assets to Park Valley OK'd ------------------------------------------------------------------- Judge Stacy G.C. Jernigan of U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the Operations Transfer Agreement ("OTA") by and between PM Management – Park Valley NC, LLC ("Transferor"), an affiliate of Senior Care Centers, LLC, and Park Valley Health Care Center Ltd. Co. ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "Park Valley Inn Health Center," located at 17751 Park Valley, Round Rock, Texas ("Facility") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances. Notwithstanding anything to the contrary, the transfer of the Assets pursuant to the Amended Order will not be free and clear of (a) the liens of Love Funding Corp., which will remain in place and continue to attach to the transferred Assets, or (b) claims related to executory contracts or unexpired leases that are assumed and assigned to the New Operator. New Operator is not being assigned the Transferors' Medicare Provider Agreements with the Secretary of the United States Department of Health and Human Services, acting through its designated component, the Centers for Medicare & Medicaid Services or the Medicaid provider agreements with the Texas Health and Human Services Commission, and liabilities arising under the Provider Agreements will remain as the liabilities of the Debtors. Although the New Operator is not being assigned the Provider Agreements, for the sake of clarity, to the extent owned by the Transferor, the New Operator is being assigned the Facility's Medicaid contracted bed allotments, to the extent allowed by applicable law. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc., are, or may be, located at the Facility. Notwithstanding any other term or provision of the Amended Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Love Funding's first priority liens on the assets of the Love Funding Debtors that are not being transferred pursuant to this Amended Order, including the cash and accounts receivable of the Love Funding Debtors will remain in place. If, 90 days after Closing, the loans from Love Funding secured by the assets of the Love Funding Debtors have been assumed by another borrower or borrowers, and those loans are not in default, then, at that time or such later time that any defaults have been cured by another borrower or borrowers, Love Funding's lien on the assets of the Love Funding Debtors will be released. Notwithstanding any other provision in the Amended Order, the Motion, the OTAs, or the Transaction Documents, year 2018 ad valorem personal property taxes owed on the affected locations will be paid by the Transferor to the relevant taxing authorities on or before Sept. 30, 2019 with interest that has accrued at the state statutory rate of 1% per month. Further, the amount of the ad valorem personal property taxes on the affected locations accruing between Jan. 1, 2019 and the Effective Time (as defined in the OTA) will be paid by the Transferor to the Saddleback Park Valley, LLC/Saddleback Sundance, LLC on or before Sept. 30, 2019, and Park Valley Capital Funding, LLC/First Comal Capital Funding, LLC will receive a credit at closing for the amount of the Personal Property Tax against the Purchase Price as defined in that certain Agreement for Purchase and Sale of Assets between Sellers and Buyers The remaining ad valorem property taxes for the 2019 tax year will remain attached to the assets and become the responsibility of the New Operator. The holders of liens that secure year 2019 ad valorem property taxes will retain all state law collection and lien enforcement rights and are not enjoined from pursuing collection of all amounts owed for tax year 2019 against the New Operator in the event the 2019 ad valorem property taxes are not paid prior to the state law delinquency date. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, this Amended Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The amended Order is intended to be, and in respects will be, a final order regarding the relief granted therein, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc. as its financial advisor. SHRI VITTHAL: Seeks to Hire Broege Neumann as Attorney ------------------------------------------------------ Shri Vitthal, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege Neumann Fischer & Shaver LLC, as attorney to the Debtor. Shri Vitthal requires Broege Neumann to: a) advise the Debtor as to its duties as a debtor-in- possession under the Bankruptcy Code, including, without limitation, the obligation to open debtor-in-possession bank accounts, file monthly operating reports with the Bankruptcy Court and the office of the U.S. Trustee, pay quarterly fees to the U.S. Trustee, maintain adequate insurance on all assets of the bankruptcy estate, pay all post-petition taxes when due and file timely returns thereof; b) represent the Debtor at the 341(a) hearing and at any meetings between applicant and creditors or creditors committees; c) assist the Debtor in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers or other professionals whose services applicant may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; d) defend any motions made by secured creditors to enable the Debtor to retain the use of assets needed for an effective reorganization; e) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; f) file and prosecute motions to expunge or reduce claims which the Debtor disputes; g) represent the Debtor in the Bankruptcy Court at such hearings as may require the Debtor's presence or participation to protect the interest of applicant and the bankruptcy estate; h) formulate, negotiate, prepare and file of a disclosure statement and plan of reorganization, or liquidation, which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; i) represent the Debtor at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and responding to any objections to same filed by creditors or other parties in interest; j) assist the Debtor in discharging its obligations in consummating any plan of reorganization which is confirmed; k) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code and prosecuting applications for authorization to use any such assets; and l) provide such other varied legal advice and services as may be needed by applicant in the operation of its business or in connection with the Chapter 11 proceedings. Broege Neumann will be paid at these hourly rates: Timothy P. Neumann $600 Peter J. Broege $595 David E. Shaver $425 Associates $275 Paralegals $100 Broege Neumann will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy P. Neumann, partner of Broege Neumann Fischer & Shaver, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Broege Neumann can be reached at: Timothy P. Neumann, Esq. BROEGE NEUMANN FISCHER & SHAVER, L.L.C. 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 E-mail: tneumann@bnfsbankruptcy.com About Shri Vitthal Shri Vitthal, Inc., operates a 7-Eleven franchise in Monmouth County, New Jersey. It sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-25689) on Aug. 13, 2019. The Hon. Christine M. Gravelle is the case judge. Timothy P. Neumann, Esq., at BROEGE, NEUMANN, FISCHER & SHAVER LLC, serves as counsel to the Debtor. SKY-SKAN INC: Unsecureds to Get 85% Shares of Reorganized Debtor ---------------------------------------------------------------- Sky-Skan Incorporated filed an amended Chapter 11 plan and accompanying amended Disclosure Statement. Class 5: General Unsecured Claims Class are impaired. The Debtor will distribute to holders of Allowed Claims in this Class 85% of the outstanding and issued unrestricted stock of the Reorganized Debtor. The Shares will be distributed on the later of 30 days from the Effective Date or 30 days from the date such Claims are allowed by the Court, on a pro rata basis. Class 1: IRS Secured Claims Class are impaired. The Allowed Claim in this Class will be paid in full, with interest at statutory rate (presently 4%) per annum, in installments that will conclude no later than five (5) years from November 1, 2017 and beginning on that date which is 30 days after the entry of the Confirmation Order on the Court's computerized docket by the Clerk of the Court, or the first business day thereafter. Class 2: Contingent Coastal Capital, LLC Secured Claims Class are impaired. Since that litigation will not be resolved before Confirmation, the Debtor has projected for Plan payments to Coastal in the amount of $600,000 over six (6) years, reflecting interest at the Prime Rate (4.5%) plus 1% per annum to show that the Plan is feasible even in a worst-case scenario. The Debtor will begin making payments on the 30th day from the date this claim is determined to be an Allowed Secured Claim in whole or in part. Class 3: Administrative Expense Claims Class are impaired. Estimated Allowed Amount: $226,616 Projected Dividend Payment: $226,616, plus interest at the rate of 4% per annum. The Debtor has no unpaid post-petition administrative claims other than professionals. The Allowed Claims in this Class will be paid by the Debtor in full. Class 4: Priority Tax Claims Class are impaired. The Claims in this Class are allowed and shall be paid in full, plus interest at the statutory rate (presently 7% per annum) from November 1, 2017, via equal installments, beginning on the 30th day from the Effective Date, then quarterly thereafter (i.e., on January 1, April 1, July 1, and October 1), and concluding on or before November 1, 2022. Class 6: Subordinated General Unsecured Claims Class are impaired. Allowed Claims in this Class consist of the claims held or asserted by Coastal and if and to the extent that the Bankruptcy Court determines that all or some of the Coastal Claims should be subordinated to the claims of other unsecured, non-priority creditors. The dividend rights of any creditor holding an Allowed Claim in this Class shall be junior, inferior and subordinate to those of creditors holding Allowed Claims in Classes 1, 2, 3, 4, 5 and 8 to the extent of any dividends payable by the Reorganized Debtor to such other Classes as the Bankruptcy Court may designate in the Order. The Debtor will make payments to holders of Allowed Claims in this Class. Class 8: Department of Labor Claims Class are impaired. Allowed claims of $152,416.55 will be paid out to 23 participants in this Class. The Department of Labor filed a claim on behalf of these employees and the Debtor will pay these claims in full, through the Debtor’s 401(k) plan custodian on a pro rata basis over sixty (60) months beginning on the Effective Date. The Financial Projections assume the Debtor's income will increase by three (3%) percent per year and its expenses by two (2%) percent per year. A full-text copy of the Amended Disclosure Statement dated September 4, 2019, is available at https://tinyurl.com/y46pdldj from PacerMonitor.com at no charge. Attorney for Debtor: Peter N. Tamposi, Esq. Tamposi Law Group, P.C. 159 Main St. Nashua, NH 03060 PH: (603) 204-5513 Email: peter@tlgnh.com About Sky-Skan Inc. Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed by Steven T. Savage, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is the financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SMGR LLC: $305K Sale of Murphy's Bradenton Property Approved ------------------------------------------------------------ Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized SMGR, LLC's sale of affiliate Murphy & Rajan Investments, LLC's real property located at 5711 17th Street, Bradenton, Florida, Property ID # 1842300251, to Franciszka Ozog and Tomasz Potepa for $305,000, subject to higher and better competing offers. The sale is to close by Sept. 15, 2019 A hearing on the Motion was held on July 1, 2019. The sale is to close by Aug. 30, 2019. The Debtor will have 14 days from the entry of the Order to consider any higher and better competing offers under the same terms of the contract with Purchasers (i.e., all cash and "as is"). If the Debtor receives a higher and better offer under the same terms of the contract with Purchasers, the Debtor will be authorized to execute any documents necessary to consummate the sale of the Real Property with a new purchaser. The liens of any secured creditors will attach to the proceeds from the sale. The Debtor is authorized to pay all broker's fees, outstanding real estate taxes due on the Real Property, and all ordinary and necessary closing expenses normally attributed to a seller of real estate at closing. Pursuant to 11 U.S.C. Sections 1146 and 105(a), the sale will be exempt from any transfer tax, stamp tax or other similar tax and Debtor is not required to pay documentary stamps or similar tax associated with the transaction. The remainder of the proceeds from the sale will be paid directly to Valley National Bank at closing. To the extent that the amount of the net sale proceeds exceeds $260,000 (the value of Valley National Bank's secured claim on the Real Property pursuant to the Court’s Order Granting Verified Motion to Determine Secured Status of Valley National Bank, the Debtor reserves the right to assert that it is entitled to such excess proceeds. Valley National Bank also reserves the right to assert that it is entitled to such excess proceeds. The Debtor must provide a copy of the closing statement on the sale of the property to the office of the United States Trustee within 14 days after the closing date. The 14-day stay required under Bankruptcy Rule Section 6004(h) will be waived. About SMGR LLC SMGR, LLC, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-06846) on Aug. 16, 2018. In the petition signed by Sean Murphy, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. On Oct. 22, 2018, the Court directed the joint administration of Chapter 11 cases of the Debtor and affiliates 4504 30th Street West, LLC, Murphy & Rajan Investments, LLC, Elite Vinyl Products, Inc., Arrow Fence Systems, Inc., Pelican Vinyl Products, LLC. SMGR LLC: Hires Lomanginocre LLC as Real Estate Broker ------------------------------------------------------ SMGR LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Lomanginocre, LLC, as real estate to the Debtor. SMGR LLC requires Lomanginocre LLC to market and sell real property owned by co-Debtor, Murphy & Rajan Investments, LLC, located at 4050 West King Street, Cocoa, Florida 32926, in Brevard County, Florida. Lomanginocre LLC will be paid a commission of 6% of the sales price. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lomanginocre LLC can be reached at: LOMANGINOCRE, LLC 7716 Rutillio Court New Port Richey, FL 34653 Tel: (727) 510-9676 E-mail: JB@LomanginoCRE.com, About SMGR LLC SMGR, LLC, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-06846) on Aug. 16, 2018. In the petition signed by Sean Murphy, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. On Oct. 22, 2018, the Court approved the joint administration of Chapter 11 cases of the Debtor and affiliates 4504 30th Street West, LLC, Murphy & Rajan Investments, LLC, Elite Vinyl Products, Inc., Arrow Fence Systems, Inc., Pelican Vinyl Products, LLC. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed. SPECIALTY BUILDING: S&P Alters Outlook to Neg., Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B' issuer credit rating on U.S.-based building material distributor Specialty Building Products Holdings LLC. At the same time, S&P affirmed the 'B' issue-level rating on the senior secured term loan. The outlook revision to negative from stable reflects S&P's view of the increased risk that leverage could remain elevated and stay above 8x, due to the impact of debt-financed acquisitions and lower earnings owing to higher operating expenses and acquisition related costs. S&P's negative rating outlook on Specialty reflects the heightened risk that adjusted leverage and EBITDA interest coverage might remain above 8x and below 1.5x, respectively, for a prolonged period, thereby indicating a lower rating. Over the next 12 months, S&P expects leverage to be in the 7x-8x range, as incremental earnings from acquisitions are added to consolidated EBITDA levels, and EBITDA interest coverage to be between 1.5x and 1.7x. S&P said, "We might lower the ratings over the next 12 months if Specialty's adjusted leverage remains about 8x or EBITDA interest coverage remains below 1.5x. Such a scenario could materialize if demand is weaker than expected or there is unexpected high cost inflation, causing margins to compress by over 100 basis points. We might also lower our ratings if the company adopts a more aggressive financial policy, such as dividend payouts or debt-financed acquisitions, keeping leverage above 8x." "We might revise the outlook to stable over the next year if higher-than-expected earnings and cash flow cause adjusted leverage to improve, trending toward 6x-7x." STRATEGIC MATERIALS: S&P Cuts ICR to 'CCC+' on Cash Flow Deficits ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Houston-based glass and plastic recycling company Strategic Materials Holding Corp. (SMI) to 'CCC+' from 'B', its issue-level rating on its first-lien credit facilities to 'CCC+' from 'B', and its issue-level rating on its second-lien term loan to 'CCC-' from 'CCC+'. S&P's recovery ratings are unchanged. Declining domestic demand and high cash requirements could pressure liquidity further over the next 12 months. The downgrade follows SMI's year-to-date negative cash flow generation and subsequent draw on its revolving credit facility (RCF) to fund ongoing operations, which increased its adjusted leverage to more than 7.5x as of June 30, 2019. SMI's sales volumes continue to be weaker than expected due to declining demand for glass containers in North America, sluggish housing starts in the U.S., and the negative effect of abnormal weather conditions on the agricultural industry. Although the recent revenue impact of lower demand has been partially offset by price increases. The company's EBITDA margins have remained somewhat resilient because of previous cost-cutting initiatives and its variable-cost management, however, greater working capital use and high capex have restricted free operating cash flow (FOCF) and pressured liquidity. The negative outlook reflects the SMI's reduced liquidity and the risk that protracted weak end-market demand could limit the company's ability to significantly improve financial performance and generate sufficient discretionary cash flow to service its debt requirements. S&P said, "We could lower the rating on SMI if the company is unable to improve profitability and generate sufficient discretionary cash flow such that we believe a default scenario is likely in the next 12 months. This could occur if greater-than-expected or sustained negative free cash flow further impairs liquidity and we believed the company would be unable to extend or repay its short-term sponsor loan. We could also lower the rating if we believed a covenant violation was increasingly likely." "An upgrade is unlikely within the next 12 months given our expectation for high leverage and liquidity constraints. Nevertheless, we could revise our outlook to stable or raise our ratings on SMI if stronger-than-expected operating performance leads to greater cash flow generation and improved liquidity, allowing the company to fund operations, pay down its RCF borrowings, and repay its short-term sponsor loan, thereby demonstrating the long-term sustainability of its capital structure." SYNERGY GLOBAL: Concert Promoter Liquidating in Chapter 7 --------------------------------------------------------- Synergy Global Entertainment Inc., the independent concert promotion company started by John Reese, has filed for Chapter 7 bankruptcy protection. The filing reveals the company owes $8.4 million to its creditors and has about $1 million in assets, including $54,000 in cash. A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled for Oct. 9, 2019. According to Billboard.com, Mr. Reese was hoping to expand in 2019, taking his model for building singe-genre sponsor-driven festivals, often in tandem with artists like Travis Barker from Blink 182 and Fat Mike from NOFX and EDM act Excision. SGE brought in $15 million in 2017 and grew by more than 30% in 2018, with $20 million in gross sales from events like MusInk and Lost Lands. The company recorded nearly $17 million in gross revenue for last eight months of the year. But, according to reports, the company this year was hit with large losses from the 25-date Disrupt Festival Tour, a summer amphitheater run headlined by The Used, Thrice, and Sum 41. The cancellation of the Mad Decent Block Party Festival, headlined by Billie Eilish, Major Lazer and Miguel at Gillette Stadium in Foxborough, Massachusetts also hit the company hard. "It is with deep regret and after exhaustive efforts to save the business, SGE is now closed," Mr. Reese said, according to THEPRP. "After 15 years as a successful festival promoter, SGE was hit by a perfect storm of adverse market conditions and a massive drop in ticket sales and RPT (Revenue Per Ticket) since late April of this year compared to historical ticket sales metrics. As a result of these issues, the negative economic impact for SGE became untenable." About Synergy Global Synergy Global Entertainment is a concert promotion company, known for major music festivals such as Ozzfest Meets Knotfest and the Rockstar Disrupt Festival. It was founded by Southern California promoter John Reese. Synergy Global Entertainment filed for Chapter 7 bankruptcy (Bankr. C.D. Cal. Case No. 19-13371) on Aug. 29, 2019. The Debtor's attorney: Harlene Miller Harlene Miller Law, Aplc Tel: 949-756-1313 E-mail: harlene@harlenemillerlaw.com The Chapter 7 Trustee is: Karen S Naylor (TR) 4343 Von Karman Avenue, Suite 300 Newport Beach, CA 92660 T.A.J. REALTY: Seeks to Hire Meridian Investment as Realtor ----------------------------------------------------------- T.A.J. Realty Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Meridian Investment Sales, as realtor to the Debtor. T.A.J. Realty requires Meridian Investment to market and sell the Debtor's real property located at 140 Glen Street, Brooklyn NY 11208. Meridian Investment will be paid a commission of 6% of the sales price. Rich Velotta, partner of Meridian Investment Sales, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Meridian Investment can be reached at: Rich Velotta MERIDIAN INVESTMENT SALES 800 Third Avenue, 38th Floor New York, NY 10022 Tel: (212) 468-5924 E-mail: rchardv@meridiancapital.com About T.A.J. Realty Group T.A.J. Realty Group, LLC, a privately held real estate company in Astoria, New York, sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-41789) on March 27, 2019. As of the Petition Date, the Debtor estimated assets of at least $50,000 and liabilities between $1 million and $10 million. Judge Nancy Hershey Lord is assigned the Debtor's case. Bruce Feinstein, Esq., at LAW OFFICES OF BRUCE FEINSTEIN, is the Debtor's counsel. TIDE MILL: Case Summary & Unsecured Creditor -------------------------------------------- Debtor: Tide Mill LLC 16701 Melford Blvd, Ste 400 Bowie, MD 20715 Case No.: 19-22014 Business Description: Tide Mill LLC is a privately held company in Bowie, Maryland. Chapter 11 Petition Date: September 9, 2019 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Wendelin I. Lipp Debtor's Counsel: Augustus T. Curtis, Esq. COHEN, BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 Fax: (301) 881-8350 E-mail: augie.curtis@cohenbaldinger.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Register, managing member. The Debtor lists Rialto Capital Advisors as its sole unsecured creditor holding a claim of $44,604. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb19-22014.pdf TRIBE BUYER: Moody's Lowers CFR to B3, Outlook Stable ----------------------------------------------------- Moody's Investors Service downgraded Tribe Buyer LLC's ratings, including its Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. At the same time, Moody's downgraded the instrument ratings on Tradesmen's senior secured first lien revolving credit facility and senior secured first lien term loan to B3 from B2. The outlook is stable. The downgrades reflect Moody's expectation for further deterioration in Tradesmen's earnings and credit metrics over the next 12 months as a result of sluggish end-market demand, wage inflation and continued difficulties in its CLC business acquired in 2017. Spending by the company's non-residential construction market clients is expected to remain soft, which along with the company's elevated near-term investment needs in workers compensation provisions and sales staff will sustain recent earnings declines over the next six months. As a result, leverage (Moody's adjusted debt/EBITDA) is expected to approach 7.0x and free cash is expected to decline to less than 2% of debt over the next 12-18 months. Downgrades: Issuer: Tribe Buyer LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured First Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured First Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Tribe Buyer LLC Outlook, Remains Stable RATINGS RATIONALE Tradesmen's B3 CFR is constrained by its elevated financial leverage with debt-to-EBITDA of 6.3x (incorporating Moody's adjustments and as of June 2019), limited scale, narrow end market focus, and high degree of competitive and cyclical risk. As a staffing services provider to small-to-medium sized contractors in the nonresidential construction sector, Tradesmen's cyclical swings tend to be more severe than a typical decline in construction spending. Moody's anticipates that the company's earnings will continue to decline, weakening credit metrics and liquidity over the next 12 to 18 months. While the company's large geographic footprint supports its market position and ability to attract and retain talent, the associated fixed charges limits its flexibility to quickly respond to shifts in demand. The company also faces an increased need to address the sizeable workers compensation charge and expand its sales staff, which Moody's views as a necessary expense to remain competitive, and will offset the benefits from its cost rationalization initiatives. Nonetheless, free cash flow is expected to remain positive, which combined with availability under its revolver facility and a lack of near-term maturities provides key support for the rating. The rating also benefits from Tradesman's strong market position as one of the largest service providers in most of the regional markets it serves. The company also has a flexible cost structure than can be adjusted if client spending weakens. Tradesmen's end-markets exposes the company's field personnel to safety events and can lead to unforeseen liability in the event of an increase in the frequency or severity of claims. The stable outlook reflects Moody's expectation that declines in private non-residential construction customer spending, particularly in commercial and office construction, will stabilize based on broader macro-economic factors, which along with cost rationalization will help Tradesmen generate positive free cash flow and maintain adequate liquidity. The ratings could be downgraded if revenue and earnings continue to decline, Debt/EBITDA is sustained above 7.0x or Free cash flow falls below 1% of debt. Although unlikely in near term, the rating could be upgraded if the outlook for non-residential construction sector improves such that Tradesmen returns to normalized levels of revenue and earnings growth, Debt/EBITDA is sustained below 5.0x and free cash flow as a proportion of debt approaches 5%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Tradesmen, based in Cleveland, OH and owned by affiliates of The Blackstone Group L.P., provides agency-based skilled craftsmen staffing services to the small to medium sized nonresidential construction industry in North America (mostly the U.S.). Revenue for the last twelve months to June 2019 is $749 million. TRIBE BUYER: S&P Lowers ICR to 'B-' on Weak Operating Performance ----------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Tribe Buyer LLC (dba Tradesmen International LLC) to 'B-' from 'B' and the issue-level rating on the company's first-lien debt to 'B-' from 'B'. The recovery rating remains '3', reflecting S&P's expectation of average (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The downgrade reflects S&P's view that Tradesmen will sustain higher leverage and lower cash flows over the next 18 months, driven by weaker than expected operating performance. Reported EBITDA (excluding a one-time $18.1 million noncash charge related to a workers' compensation reserve adjustment for past claims) declined 26% during the first six months of 2019, reflecting lower demand in nonresidential construction, lower gross profit reflecting a tight labor market, and poor management execution by the prior management team related to the integration of the Construction Labor Contractors (CLC) acquisition. S&P forecasts adjusted leverage around 7.5x and adjusted DCF to debt around 3% over the next 18 months, which compares unfavorably to the rating agency's previous expectations of 5.5x and 7%, respectively. The stable outlook reflects S&P's expectation that Tradesmen will continue to generate modestly positive DCF and maintain adequate sources of liquidity over the next 12 months. S&P forecasts adjusted leverage around 7.5x and adjusted DCF to debt about 3% over the next 12-18 months. "We could lower the rating during the next 12 months if credit metrics continue to deteriorate and sustained, such that leverage increased to around 8x and DCF to debt declined below 3%. At these levels, we estimate liquidity would be constrained and Tradesmen could not cover its debt obligations with cash flow generation," S&P said. This could occur because of accelerated declines in the commercial construction industry and increased competition result in large client losses, or a U.S. economic downturn, according to the rating agency. "Although unlikely over the next 12 months, we could raise the rating if leverage declined below 6x on a sustained basis and DCF to debt increased to the high-single–digit percentage area, from improved operating performance from the commercial construction industry and debt reduction," S&P said. TRIBECA AESTHETIC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Tribeca Aesthetic Medical Solutions, LLC, according to court dockets. About Tribeca Aesthetic Medical Solutions Tribeca Aesthetic Medical Solutions, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-20582) on Aug. 7, 2019. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The case has been assigned to Judge Laurel M. Isicoff. The Debtor is represented by Shraiberg Landau & Page PA. UNIQUE TOOL: U.S. Trustee Forms 5-Member Committee -------------------------------------------------- The U.S. Trustee for Region 9 on Sept. 5 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Unique Tool & Manufacturing Co., Inc. The committee members are: (1) Lawrence Gardner Associates, Inc. c/o Lawrence Gardner 250 Stephenson Highway, Suite 100 Troy, MI 48083 Phone: (248) 269-9510 Fax: (248) 588-0122 LGA123456@aol.com (2) B & B Box Company c/o Gregory B. Hammer 26490 Southpoint Road Perrysburg, OH 43551 Phone: (419) 872-5600 Fax: (419) 872-5700 greg@b-n-bbox.com (3) Precise Engineering c/o Chad Nyboen 4675 40th Street Grand Rapids, MI 49512 Phone: (616) 957-0398 Fax: (616) 957-0484 cnyboen@huizengagroup.com (4) Cardinal Staffing of Michigan c/o Joseph Young 1688 Woodlands Drive Maumee, OH 43537 Phone: (419) 893-5400 Fax: (419) 893-8596 jyoung@cardinalstaffing.com (5) Midwest Die Supply Co. c/o Michael R. Sullivan 6240 American Road Toledo, OH 43612 Phone: (419) 729-7141 Fax: (419) 729-7144 mksllvns2@aol.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Unique Tool Unique Tool & Manufacturing Co. -- http://www.uniquetool.com/-- is a custom metal stamping company formed in 1963, which supplies stampings to the satellite, communications, electrical, appliance, refrigeration and automotive industries throughout the United States, Canada and Mexico. It specializes in tool and die manufacturing, brazing, welding, plating and more. Unique Tool & Manufacturing sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-32356) on July 26, 2019, . At the time of the filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Mary Ann Whipple is the case judge. Diller and Rice, LLC is the Debtor's legal counsel. UNITI GROUP: Fitch Maintains B IDR on Rating Watch Negative ----------------------------------------------------------- Fitch Ratings has maintained the 'B' Long-Term Issuer Default Rating of Uniti Group Inc. on Rating Watch Negative. In addition, Fitch has maintained the RWN on the debt ratings on Uniti Group L.P.'s senior secured revolver, term loan and notes rated 'BB'/'RR1' and senior unsecured notes rated 'B-'/'RR5'. A 'B' Long-Term IDR has been assigned to Uniti Fiber Holdings, Inc. and 'B-'/'RR5' rating has been assigned to its senior unsecured 4% exchangeable notes due 2024. The IDR and notes are on RWN. KEY RATING DRIVERS Capital Market Uncertainty Higher: Fitch believes the adverse decision against Windstream introduces some uncertainty regarding Uniti's ability to access the debt and equity markets at reasonable cost. With respect to its earliest major maturity, Uniti obtained an amendment in June 2019 to extend the majority of its revolving credit facility (RCF), to April 2022 from April 2020. Uniti has alternatives should it prove necessary to improve liquidity and, as part of amendments to its credit facility, has reduced its common dividend materially but still within REIT-required distribution levels. If there were disruptions in Windstream's payment under the master lease prior to its assumption or rejection, Uniti would consider further reductions in capital spending and its dividend, including the payment of dividends in shares to the extent allowed under Internal Revenue Service rules regarding Real Estate Investment Trusts (REITs). Slight Rise in Leverage: Acquisitions in 2018 and 2019 have affected Uniti's leverage. For 2019, Fitch expects gross leverage to approximate 6.5x assuming no reduction to the master lease. For acquisitions completed or expected to be completed, leverage incorporates EBITDA only from the date of acquisition. Once the overhang of the Windstream bankruptcy process is behind the company, Fitch expects Uniti to finance future transactions such that gross leverage will remain relatively stable and should remain in the high-5x range, moving to approximately 6x over the longer term. Cash Flow: Once the acceptance of the master lease is known (or consensual renegotiation completed) and approved by the judge, Fitch expects Uniti's cash flows to be very stable, owing to the fixed nature of long-term lease payments from Windstream, and the contractual nature of revenue streams in Uniti's Fiber and Tower businesses. The master lease with Windstream currently produces slightly more than $650 million in cash revenue annually. As highlighted by the MIP and TPx sale-leaseback transactions, Fitch believes similar master lease-based transactions are possible, as are acquisitions of communications infrastructure. Tenant Concentration: The Windstream Holdings master lease provides approximately 63% of Uniti's expected 2019 revenue. At the time of the spinoff, nearly all revenue was from Windstream Holdings. In Fitch's view, the improved diversification is a positive for the company's credit profile, and combined with Fitch's view of the strength of the master lease and its necessity to Windstream's continued operations, Uniti's IDR could be higher than Windstream's IDR. U.S. bankruptcy courts have repeatedly upheld the unitary, indivisible nature of well-structured master leases. Additionally, Uniti's master lease is important to Windstream's operations. These two factors provide a material degree of protection against a Windstream initiated rejection of the master lease in a Windstream bankruptcy, thereby protecting Uniti's cash flows in connection with the master lease. In Fitch's view, there is a greater risk that the level of rent could be renegotiated to a lower level on a mutually economic basis than the lease unilaterally being rejected by Windstream. Major customer verticals outside of Windstream consist of the large wireless carriers, national cable operators, government agencies and education. Leased Assets Importance to Windstream: Uniti's master lease is with Windstream Holdings, which is subordinate to Windstream Services. However, Fitch believes Uniti's assets are essential to Windstream Services as a carrier of last resort in certain markets and the master lease is a priority payment, as a default on the lease could cause Windstream Holdings to lose control of the leased assets. Fitch also believes Windstream Holdings is very unlikely to reject the master lease, owing to its indivisible nature. Uniti believes the likelihood of rejection of the master lease is remote, and there is no provision requiring renegotiation. However, Fitch believes that the outcome of the bankruptcy case is unknown. The company is currently in mediation with Windstream, and may renegotiate the master lease providing it obtains economic benefits in return for a reduction in the master lease. The company's secured debt covenants prevent a renegotiation that would cause secured leverage to be above 5.0x, and Uniti has stated it has no intention to enter into an agreement that will violate its debt covenants. Acquisitions: In 2018 and 2019, Uniti completed several transactions and there are no major transactions pending. The most recent transaction, with Macquarie Infrastructure Partners (MIP), completed in September 2019 is expected to lead to initial annualized rent of $20.3 million. Uniti funded the transaction with $175 million of cash, and upfront lease payments from MIP of $144 million. Geographic Diversification: The company's geographic diversification is solid, given Windstream Holdings' geographically diverse operations and the expanded footprint provided by acquisitions since the spinoff. DERIVATION SUMMARY As the only fiber-based telecommunications REIT, Uniti currently has no direct peers. Uniti is a telecom REIT that was formed through the spin-off of a significant portion of Windstream Services, LLC's fiber optic and copper assets. Windstream retained the electronics necessary to continue as a telecommunications services provider. Fitch believes Uniti's operations are geographically diverse, spread across more than 30 states, and the assets under the master lease with Windstream Holdings provide adequate scale. Other close comparable telecommunications REITs are tower companies including American Tower (BBB/Stable), Crown Castle (BBB/Stable) and SBA Communications (not rated). The tower companies lease space on towers and ground space to wireless carriers and are a key part of the wireless industry infrastructure. However, the primary difference is that the tower companies operate on a shared infrastructure basis (multiple tenants) whereas a substantial portion of Uniti's revenues are derived on an exclusive basis under sale-leaseback transactions. Uniti's leverage is higher than American Tower or Crown Castle but lower than SBA. In the Uniti Fiber segment, the most direct comparable company would be Zayo Group Holdings (not rated), a company that operates with moderately lower leverage than Uniti. While expanding primarily through acquisitions, Uniti Fiber has relatively small scale. The business models of Uniti Fiber and Zayo are unlike the wireline business of communications services providers such as AT&T (A-/Stable), Verizon (A-/Stable) or CenturyLink (BB/Stable). Uniti Fiber and Zayo are providers of infrastructure, which may be used by communications service providers to provide retail services (wireless, voice, data, internet). Increasingly, Crown Castle is becoming a larger participant in the fiber infrastructure business through a series of acquisitions. The large communications services providers do self-provision, and may use a fiber infrastructure provider to augment their networks. Communications services providers may sell dark fiber and connectivity services on a wholesale basis, but Fitch believes they have more of a focus on selling retail services to consumers and businesses, as well as solutions to business customers. Uniti's fiber acquisitions since the spin-off are a key credit consideration as they have reduced the concentration of revenues and EBITDA from the Windstream Holdings master lease. While Windstream's EBITDAR coverage of the master lease payment remains strong, in a stress situation where the potential exists for a renegotiation and reduction in terms (in return for certain economic offsets by Windstream), the other sources of EBITDA provide protection to Uniti. Customers in the fiber business include wireless carriers, enterprises and governments. Fitch believes aspects of Uniti's credit profile are similar to cases in the gaming industry where there are single tenant or concentrated leases between operating companies (OpCos) and their respective REITs (PropCos). Both Uniti and gaming REITs benefit from triple net leases. Fitch believes that the PropCos are better positioned as rents may continue uninterrupted through the tenant's bankruptcy because such rents are an operating expense and unlikely to be rejected as a result of the master lease structure. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Fitch estimates Uniti's revenue will grow in the mid-single digits in 2019 primarily due to acquisitions and in the low-single digits annually over 2020-2022; -- Fitch expects EBITDA margins to remain in the high 70% range, although modestly lower than the 79% achieved in 2018; -- Fitch has not assumed a rent reduction under the Windstream master lease, owing to the uncertainty regarding the outcome of mediation as well as the bankruptcy process. --Acquisitions that have been completed are included in the forecast; there are no major acquisitions pending or included in the forecast; -- Uniti will target long-term net leverage in the mid-5x range to 6x range; Fitch expects gross leverage to be in the high-5x range to 6x longer term. Leverage is anticipated to come down modestly as dark fiber and small cell projects are completed and the contracted revenues come on-line; -- Fitch expects net success-based capital spending of approximately $265 million in 2019, including integration and maintenance capex, in line with company public net success-based capex guidance on spending for Uniti Fiber and Uniti Towers; -- Recovery Rating: The recovery analysis assumes that Uniti would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Uniti's going concern EBITDA is based on Fitch's expectations for 2019 results, reduced by a rent reset at level whereby Windstream's EBITDA covers the lease payment by just over 1.6x (similar to actual 2016 and 2017 levels), and there are no immediate EBITDA generating benefits received by Uniti in return for the reduction. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the valuation of the company. This leads to a post-reorganization EBITDA estimate of $705 million. Enterprise value multiple - Post-reorganization valuation uses a 6.0x multiple. The 6.0x multiple reflects the high margin, large contractual backlog of revenues, and high asset value of the fiber networks. Fitch uses this multiple for fiber-based infrastructure companies, for which there have been historical transaction multiples in the high single digit range. Zayo Group Holdings, a fiber provider, is going private at a multiple exceeding 10x. Other communications infrastructure companies, such as tower operators, trade at EV multiples exceeding 20x, and the major geostationary satellite providers trade at EV multiples in the mid- to high-single digits. The tower companies have lower asset risk and higher growth prospects leading to multiples in excess of 20x. Both satellite operators and tower operators have low churn as switching costs are high for customers (to avoid service disruptions). The recovery analysis produces a Recovery Rating of 'RR1' for the secured debt, reflecting strong recovery prospects (100%); the 'RR5' for the senior unsecured debt reflects the lower recovery prospects of the unsecured debt, given its position in the capital structure. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- The Negative Watch could be removed if there is clarity on Windstream's capital structure and master lease such that Uniti will not be materially affected; -- An upgrade from the current level could occur if gross debt leverage is expected to be sustained below 6.5x, FFO-adjusted leverage is sustained below 7.0x and/or FFO fixed-charge coverage is 2.3x or higher. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Prolonged, uncertain access to the capital markets; -- Gross debt leverage is expected to be sustained in the high 6x range or higher, FFO-adjusted leverage is sustained in the low to mid 7x range and/or FFO fixed-charge coverage is 2.0x or lower; -- Fitch has assumed the company will issue equity in 2019 (similar to past policies), as well as sell its Latin American tower business, to partially fund completed and expected acquisitions. Material delays in concluding these transactions could lead to a negative action; -- In addition, if Windstream's rent coverage (EBITDAR - capex)/rents approaches 1.2x, a negative rating action could occur, but Fitch will also take into account Uniti's level of revenue and EBITDA diversification at that time. LIQUIDITY AND DEBT STRUCTURE Moderate Liquidity: Uniti depends on its cash balance for liquidity, which was $299 million at June 30, 2019, given it has less than $1 million of availability on its $575.9 million revolving credit facility (RCF, due 2022). Prior to an amendment in June 2019, the company's revolving credit facility totaled $750 million and was due in April 2020. The June 2019, the company obtained an amendment to extend $575.9 million in commitments to April 2022 from April 2020. The company paid down a total of $174 million of the revolving loans and terminated the related commitments. The amendment also increased the margin to a range of 3.75% to 4.25%. The revolver repayments were funded by Uniti Fiber Holding's issuance of $345 million of 4% senior unsecured exchangeable notes in June 2019. The notes mature in June 2024 and the company has the option of settling the notes in cash stock or a combination of both. The notes rank pari passu with Uniti's senior unsecured notes. Under an amendment to its credit facility, a provision was put in place limiting the payment of future cash dividends to an amount that does not exceed 90% of REIT taxable income (without regard to the dividends paid deduction and excluding any net capital gains) while Windstream is in bankruptcy, or under certain other conditions. In the 2018 tax year, the company paid approximately $435 million in dividends, and in 2019, Fitch estimates Uniti's dividends will approximate $140 million, inclusive of a dividend in January of approximately $110 million related to the 2019 tax year. The company is currently paying at a rate lower than allowed by the amendment. Another provision increased the pricing on the term loan facility to LIBOR plus 500 bps, an increase of 200 bps, and this will be in effect through the remaining term of the facility (Oct. 24, 2022). Capital Spending: In 2019, Fitch estimates net capex will approximate $265 million, including integration and maintenance capex (net capex consists of gross capex less up-front payments from customers); gross capex in 2018 was $424 million. Certain 2018 acquisitions were included in gross capital spending. Covenants: The principal financial covenants in the company's credit agreement require Uniti to maintain a consolidated secured leverage ratio of 5.0x. The company can also obtain incremental term loan borrowings or increased commitments in an unlimited amount as long as on a pro forma basis the consolidated secured leverage ratio does not exceed 4x. Maturities: Uniti has no major maturities until 2022 when the revolver and $2.1 billion term loan matures. Other: Uniti has an at-the-market (ATM) common stock offering program that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capex in the tower or fiber operating businesses as well as to finance small transactions. However, the program was suspended following the June 2019 expiration of its shelf registration. REIT-required distributions reduce Uniti's FCF, although the company has been able to reduce the dividend to relatively low levels to maintain financial flexibility. Capital intensity varies by business unit; in the leasing business, capital intensity is virtually non-existent as capex is the responsibility of the tenant. In the Fiber and Tower segments intensity is high, as the company is in the process of completing projects in the Fiber segment and has an ongoing build program in the tower business. SUMMARY OF FINANCIAL ADJUSTMENTS Historically, Fitch gave Uniti's preferred stock 50% equity credit. The preferred stock converted to common stock in July 2019. USA DRILLING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of U.S.A. Drilling Company, Inc. as of Sept. 9, according to a court docket. About U.S.A. Drilling Company U.S.A. Drilling Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10825) on Aug. 8, 2019. At the time of the filing, U.S.A. Drilling Company had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Joan A. Lloyd. U.S.A. Drilling Company is represented by Robert C. Chaudoin, Esq., at Harlin Parker. VEA INVESTMENTS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of VEA Investments LLC, according to court dockets. About VEA Investments VEA Investments LLC owns seven properties in Orlando, Fla., having a total current value of $1.67 million. VEA Investments LLC filed a petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. M.D. Fla. Case No. 19-04148) on June 25, 2019. In the petition signed by Viviana M. Tejada Cruz, managing member, VEA Investments estimated $1,677,350 in assets and $1,602,591 in liabilities. Jeffrey Ainsworth, Esq. at Bransonlaw, PLLC, represents VEA Investments as counsel. VERITY HEALTH: Oct. 2 Hearing on Disclosure Statement ----------------------------------------------------- The hearing to consider approval of the Disclosure Statement explaining the Chapter 11 plan of liquidation of Verity Health System of California, Inc., et al., will be on October 2, 2019 at 10:00 a.m. (Pacific Time). The objections to the Disclosure Statement will be on September 18, 2019. The deadline to file replies to the Disclosure Statement objections will be on September 25, 2019. The Debtors request that a hearing on confirmation of the Plan be scheduled for November 21, 2019 at 10:00 a.m. (Pacific Time), and set the deadline to file objections to confirmation of a plan no later than November 7, 2019. Class 2: Secured 2005 Revenue Bond Claims are impaired. The Secured Series A, G and H Revenue Bonds Claims shall be paid cash on the Effective Date by the Debtors in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $259,445,000. Class 3: Secured 2015 Notes Claims are impaired. The Secured 2015 Revenue Notes Claims shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $160,000,000. Class 4: Secured 2017 Revenue Note Claims are impaired. The Secured 2017 Revenue Note Claims shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $42,000,000. Class 5: Secured MOB I Financing Claims are impaired. The Secured MOB I Financing Claims shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $46,363,095.90. Class 6: Secured MOB II Financing Claims are impaired. The Secured MOB II Financing Claims shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $20,061,919.48. Class 7: Secured Mechanics Lien Claims are impaired. Each Allowed Secured Mechanics Lien Claim shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of the Allowed Claim. Class 8: PBGC Claims are impaired. On the Effective Date, or as soon as reasonably practicable thereafter, the PBGC shall be the Holder of a Claim in an amount equal to 100% of a single Allowed General Unsecured Claim. The PBGC shall receive Trust Beneficial Interests and become a Trust Beneficiary, in satisfaction of its Allowed Class 8 Claim. Class 9: RPHE Claims are impaired. On the Effective Date, or as soon as reasonably practicable thereafter, the RPHE shall receive Trust Beneficial Interests and become a Trust Beneficiary in full and final satisfaction of its Allowed Class 9 Claim. Class 10: General Unsecured Claims are impaired. Each holder of an Allowed General Unsecured Claim shall receive a Trust Beneficial Interest and become a Trust Beneficiary in full and final satisfaction of its Allowed Class 10 Claim. Class 11: Convenience Claims are impaired. Each Holder of an Allowed Convenience Claim, or an Allowed General Unsecured Claim that has been voluntarily reduced and converted to an Allowed Convenience Claim, shall receive on the Effective Date or as soon thereafter as practical after the Claim has become an Allowed Convenience Claim, in full and final satisfaction of such Allowed Claim, Cash in an amount equal to four percent (4%) of its Allowed Convenience Claim. Class 12: Insured Claims are impaired. Each Holder of an Insured Claim shall receive, on account of its Insured Claim, relief from the automatic stay under § 362 and the injunctions provided under the Plan for the sole and limited purpose of permitting such Holder to seek its recovery, if any, as determined and Allowed by an order or judgment by a court of competent jurisdiction or under a settlement or compromise of such Holder’s Insured Claim from the applicable and available Insurance Policies maintained by or for the benefit of any of the Debtors. Class 13: 2016 Data Breach Claims are impaired. Each holder of an Allowed 2016 Data Breach Claim shall receive access to credit monitoring services at the sole cost of the Debtors for a period of two (2) years following the Effective Date. Class 14: Subordinated General Unsecured Claims are impaired. Holders of Allowed Subordinated General Unsecured Claims shall not receive any recovery from the Debtors on or after the Effective Date. Class 15: Interests are impaired. Holders of Allowed Interests shall not receive any recovery from the Debtors under the Plan. The funding for distributions shall primarily be from the net proceeds from the SCC Sale already received and the anticipated net proceeds from the closing of the SGM Sale, as well as receipt of certain receivables and fees after the Effective Date and the net proceeds of Causes of Action including Avoidance Actions to be pursued by the Liquidating Trust. A full-text copy of the Disclosure Statement dated September 3, 2019, is available at https://tinyurl.com/yxftvjlz from PacerMonitor.com at no charge. About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 17, 2018. VISTRA ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Vistra Energy Corp. to positive from stable. S&P also affirmed its 'BB' issuer credit rating on Vistra and all issue-level ratings on wholly owned subsidiary Vistra Energy Operations Co. S&P said its current business and financial risk assessments for Vistra Energy Inc. are fair and significant, respectively. Compared to the financial measures that the company projects, S&P's financial ratios -- as reflected in adjusted debt to EBITDA -- are about 0.40x weaker because of debt-like imputations (the rating agency imputes debt for asset retirement obligations [AROs], capitalized operating leases, and unfunded pensions and other postemployment benefits), as well as lower cash flow expectations, which are based on its assumptions of forward power curves. Relative to the company's expected measures of about 3.0x-3.1x in 2019, S&P's leverage ratios are about 3.4x. Similarly, its adjusted funds from operations (FFO)-to-debt ratio expectations are about 2.5%-3.0% lower. However, the company has shown a willingness and ability to reduce leverage, resulting in the positive outlook. The positive outlook reflects S&P's view that increased fuel, regional, and revenue diversification, combined with capacity payments and retail revenues, which generate almost 45% of aggregate EBITDA, should allow Vistra to manage its adjusted debt to EBITDA of 3.25x and adjusted FFO to debt of about 25%. The positive outlook also incorporates S&P's view that the less capital-intensive retail business will continue to provide a countercyclical hedge when wholesale margins decline while also generating solid cash flow conversion, which the company will use to eventually lower net debt to EBITDA below 3.0x. S&P said, "We could revise the outlook to stable if debt to EBITDA increased to above 3.5x on a sustained basis, or if FFO to debt declined below 22%. Our assessment also assumes less net debt treatment for surplus cash. We think expected deleveraging through 2019 could slow if the company chooses to deploy cash for acquisitions instead." "We could raise the rating if we continue to gain confidence in the sustainability and stability of Vistra's retail power business, even as that business continues projected growth. With materially higher summer prices, we see some risks to retail margins given that this business has not been stressed since 2011. Specifically, we could raise the rating if adjusted debt to EBITDA declines below 3.0x or if adjusted FFO to debt increases above 28% on a sustained basis, and free cash flow generation continues to be high even under a sustained $2.5-$2.75 per million British thermal unit (mmBtu) gas environment. We will likely monitor performance through 2019 and could raise the rating over the next six months." VUNGLE INC: S&P Assigns 'B' Issuer Credit Rating on Blackstone LBO ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to Vungle Inc. and its 'B' issue-level and '3' recovery ratings to the company's proposed first-lien credit facility. Vungle, a provider of performance-based targeted marketing for mobile app developers, will undergo a leveraged buyout and become majority owned by The Blackstone Group. It will raise $350 million of debt to partially fund the buyout. The rating on Vungle reflects its limited track record in an immature market, high dependence on the growth of casual mobile game applications, and almost completely transaction-driven revenue stream (which differs from many software companies that have mostly subscription revenue models). Partially offsetting these risks are the company's good market position and growth. The rating also incorporates S&P's expectation of adjusted pro forma leverage in the high-4x area at transaction close and Vungle's capacity to deleverage quickly from earnings growth over the next few years. The stable outlook reflects S&P's view that Vungle will continue increasing revenue and earnings as customers spend more to expand their marketing presence and as new customers discover Vungle. S&P expects the company to maintain profitability and generate at least $35 million of FOCF after 2019. "It is unlikely we will raise our rating over the next 12 months due to financial sponsor ownership and no track record of a financial policy with debt. Over the next few years, we could consider raising our rating with continued consistent revenue and earnings growth and a commitment from the financial sponsor to maintain leverage below 5x," S&P said. Business improvement through increased profitability and market share gains would also be viewed positively, according to the rating agency. S&P said it could also consider an upgrade if Blackstone's ownership stake reduces and the rating agency's expects leverage sustained below 5x. "We could lower our rating over the next 12 months if competitive pressures or debt-funded activity raises leverage above 7x. In addition, sharp revenue and earnings declines that indicate a weakening business position could lead to a lower rating," S&P said. WAFTA PROPERTIES: Oct. 8 Hearing on Disclosure Statement -------------------------------------------------------- The hearing on the adequacy of the Disclosure Statement explaining the Chapter 11 plan of Wafta Properties, LLC, will be held before the Honorable Stacey L. Meisel on October 8, 2019 at 11:00 A.M., in Courtroom 3A, United States Bankruptcy Court, 50 Walnut Street, 3rd Floor Newark, New Jersey 07102. Written objections to the adequacy of the Disclosure Statement must be filed and served no later than 14 days prior to the hearing before this Court. About Wafta Properties Based in Lodi, New Jersey, Wafta Properties LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), is the fee simple owner of a property located in Lodi, New Jersey having a current value of $1 million, filed a voluntary Chapter 11 Petition (Bankr. D.N.J. Case No. 19-17709) on April 16, 2019. The case is assigned to Hon. Stacey L. Meisel. The Debtor's counsel is Noah M. Burstein, Esq., in Teaneck, New Jersey. At the time of filing, the Debtor had estimated assets of $500,000 to $1 million and estimated liabilities of $1 million to $10 million. WALL TO WALL: Committee Hires Arch & Beam as Financial Advisor -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Wall to Wall Tile & Stone, LLC, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Oregon to retain Arch & Beam Global, LLC, as financial advisor to the Committee. The Committee requires Arch & Beam to: a. analyze the Debtors' financial statements and condition; b. analyze and challenge the budgets and projects developed by the Debtors' management in these cases; c. analyze the proposed DIP loan and any other sources of financing for the Debtors in these cases; d. advise the Committee on the foregoing issues, and develope appropriate strategies in conjunction with the Committee and its legal counsel; and e. analyze and advise the Committee regarding various go forward approaches, including Plans of Reorganization and asset sales through the bankruptcy process. Arch & Beam will be paid at these hourly rates: Senior Managing Directors $550 Managing Directors $395 Directors $345 Senior Associates $295 Staff & Administrations $75-125 Arch & Beam will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew English, senior managing director of Arch & Beam Global, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Arch & Beam can be reached at: Matthew English ARCH & BEAM GLOBAL, LLC 2500 Camino Diablo, Suite 110 Walnut Creek, CA 94597 Tel: (415) 839-8488 E-mail: menglish@arch-beam.com About Wall to Wall Tile & Stone Based in Vancouver, Washington, Wall to Wall Tile & Stone, LLC -- http://walltowallcountertops.com/-- a granite and quartz stones supplier, and two affiliates filed a voluntary Chapter 11 petitions (Bankr. D. Oregon Lead Case No. 19-32600) on July 16, 2019. At the time of filing, Wall to Wall Tile & Stone's estimated assets and liabilities were $10 million to $50 million. The cases are assigned to Hon. David W. Hercher. The Debtors are represented by Timothy J. Conway, Esq., Michael W. Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. The U.S Trustee for Region 18 on July 26, 2019, appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. Arch & Beam Global, LLC, as financial advisor. WASHITA COUNTY PFA: S&P Cuts 2009 Tax Rev. Bonds Rating to 'BB-' ---------------------------------------------------------------- S&P Global Ratings has lowered its rating on Washita County Public Facilities Authority (PFA), Okla.'s series 2009 sales tax revenue bonds to 'BB-' from 'BB.' At the same time, S&P Global Ratings removed the rating from CreditWatch where it had been placed with negative implications, April 2, 2019. The outlook is negative. "We removed the rating from CreditWatch because we were able to obtain timely information that is key to our assessment of the rating based on our priority-lien criteria," said S&P Global Ratings credit analyst Kristin Button. "We base our downgrade on shortfalls in pledged revenues resulting in less than 1x coverage of annual debt service requirements for four consecutive years," Ms. Button added. Officials stated that unaudited pledged revenues in fiscal 2019 are above fiscal 2018 but still remain insufficient with an estimated 0.92x debt service coverage (DSC). To meet debt service payments, the county has been using reserves that were accumulated in years of excess pledged revenues. Although the debt service reserve fund (DSRF), currently funded at $1.2 million, has not yet been tapped, the excess reserves are almost depleted, which elevates the risk that deficient pledged revenues will require use of the DSRF. "In our opinion, a draw on the DSRF is an indication of severe stress and is not consistent with a rating in the 'BB' category, and is reflected in our negative outlook," S&P said. The rating agency said it could lower the rating by one or more notches should there be a draw on the DSRF or pledged revenues reflect declines in fiscal years 2019 or 2020, and could revise the outlook to stable from negative with evidence there have been no draws on the DSRF and that pledged revenues will improve year-over-year for fiscal years 2019 and 2020. The negative outlook reflects pledged revenues that remain insufficient to meet annual debt service payments and increased risk of a drawdown on the DSRF. S&P believes there is a one-in-three chance it could lower the rating by one or more notches over the two-year outlook horizon. "We could lower the rating by one or more notches should there be a draw on the DSRF or pledged revenues reflect declines in fiscal years 2019 or 2020. We could revise the outlook to stable from negative with evidence there have been no draws on the DSRF and that pledged revenues improve year-over-year for fiscal years 2019 and 2020," S&P said. WEATHERFORD INT'L: Prepack Plan Now Backed by 82% of Noteholders ---------------------------------------------------------------- Weatherford International plc, Weatherford International Ltd., and Weatherford International, LLC on Sept. 9, 2019, disclosed their filing of a Second Amended Joint Prepackaged Plan of Reorganization with the United States Bankruptcy Court for the Southern District of Texas (the "Court"). The Amended Plan is accompanied by an amendment to the Restructuring Support Agreement, which has been signed by holders of approximately 82% of the Company's outstanding senior unsecured notes, and an amendment to the Backstop Commitment Agreement, which has been signed by approximately 80% of the holders of the Company's outstanding senior unsecured notes. Under the Amended Plan, upon exit from bankruptcy the Company will have access to additional financing in the form of (a) an undrawn first lien exit revolving credit facility in the principal amount of at least $600 million, and (b) up to $2.1 billion of a single tranche of new senior unsecured notes with a five-year maturity. The new senior unsecured notes will consist of $500 million of new takeback notes and up to $1.6 billion in new financing (the "Rights Offering Notes") to be issued for cash to holders of subscription rights issued in a rights offering to holders of the Company's outstanding senior unsecured notes. The issuance of Rights Offering Notes is supported by the amended backstop commitment from the ad hoc noteholder group, reflecting an increase in the backstop commitment from the original $1.25 billion to up to $1.6 billion. The amount of new senior unsecured notes, up to $2.1 billion, represents a reduction of $400 million in aggregate principal amount of unsecured notes compared to what was contemplated under the Company's original plan of reorganization. As a result of the $400 million reduction in unsecured notes, the Company believes that there will be a dollar-for-dollar increase in the imputed range of potential equity value for the reorganized Company. The full terms of the Amended Plan are available online at: https://cases.primeclerk.com/weatherford or by calling the Company's claims agent, Prime Clerk, toll-free in the U.S. and Canada at 844-233-5155 (or + 917-942-6392 for international calls) or by sending an email to Weatherfordinfo@primeclerk.com. The Amended Plan is subject to confirmation by the Court. About Weatherford Weatherford (NYSE: WFT) (OTC-PINK:WFTIQ), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). Thbe Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. WEST DEPTFORD: S&P Rates New Senior Secured Debt 'BB-' ------------------------------------------------------ S&P Global Ratings assigned a 'BB-' rating to West Deptford Energy Holdings LLC's (WDE) senior secured debt. The '1' recovery rating indicates S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. WDE paid down its prior term loan and replaced it with a new term loan. It raised $445 million in a senior secured term loan to partially fund a $90 million distribution to the sponsors, refinance the prior $347 million term loan balance (unrated), and fund transaction expenses. It used the prior term loan to fund the initial operation of the project. The stable outlook reflects S&P's view that WDE will maintain high availability and dispatch generally in the 59% area. S&P expects operational performance in line with the technical consultant's forecast and capacity prices in 2022 and 2023 to clear at least $150 per MW-day. It anticipates the 2019 DSCR to be 1.54x, which is also the minimum DSCR over the life of the project. "We could lower the rating if the project does not maintain a minimum debt service coverage ratio (DSCR) of 1.4x on a consistent basis. Additionally, a downgrade could stem from the deterioration of energy margins, possibly caused by lower power demand or continued low commodity prices," S&P said. The rating agency could also revise the outlook or lower the rating if unexpected operational issues lead to an extensive unforced outage due to the single-asset nature. "We could raise the rating if we expect the project to maintain a minimum base-case DSCR greater than 1.8x, including during the post-refinancing period. This could stem from strong operational performance in addition to increased power and capacity prices in PJM," S&P said. WESTWIND MANOR: Warrior's $175K Sale of New Castle Parcels Approved ------------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized Warrior Golf Assets, LLC, an affiliate of Manor Resort Association, Inc., to sell its eight vacant parcels of land aggregating approximately 66,500 square feet in the area surrounding the Lakota Canyon Ranch and Golf Club located in New Castle, Colorado, to Ignacio Mendoza for $175,000. The sale is free and clear of any and all liens, claims, security interests, encumbrances, if any, with such liens, claims, security interests, and encumbrances, if any, to attach to the proceeds of sale and any other amounts payable to the Debtors. The Debtors are authorized to pay those certain customary costs of close, pro-rated obligations, and other similar and related expenses, as more particularly set forth in the Agreement and the Order, and the net proceeds from the Sale will be disbursed to Debtors' Counsel at close to be held in trust pending further Order of the Court. Upon the Closing, and except as otherwise expressly provided in the Agreement, the Purchaser will not be liable for any claims against, and liabilities of, the Debtors. Notwithstanding Federal Rule of Bankruptcy Procedure 6004, the Order will be effective and enforceable immediately upon entry. A copy of the Asset Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Westwind_Manor_453_Order.pdf About Westwind Manor Resort Association Westwind Manor Resort Association, Inc., and its subsidiaries operate two distinct business segments. Warrior Custom Golf focuses on the manufacture and sale of custom golf clubs. Warrior Acquisitions manages affiliates, like Warrior Golf, LLC, which own and manage golf courses. Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It develops, manufactures markets and sells affordable custom golf clubs and related equipment to golfers worldwide. Warrior Custom Golf's products are custom built to the specifications of each customer. Warrior Acquisitions is the manager of six entities that own and operate 18 golf courses and parcels of land located throughout the United States. Both segments of the business are headquartered in Irvine, California. Westwind Manor Resort Association and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-50026) on March 4, 2019. The Debtors estimated both assets and debt between $1 million and $10 million. The cases have been assigned to Judge David R. Jones. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Sidley Austin LLP, as special counsel; Force Ten Partners LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an official committee of unsecured creditors on March 19, 2019. The committee is represented by Cozen O'Connor. WEYERBACHER BREWING: BB&T to Get $21K Monthly Payment ----------------------------------------------------- Weyerbacher Brewing Company, Inc., filed a first amended Chapter 11 plan and accompanying disclosure statement. Class 1. Unsecured Claims are impaired. The Debtor proposes to pay a total of $186,000.00 to the holders of Allowed general Unsecured Claims. The Debtor shall make eight (8) monthly payments of $2,000.00 followed by twelve (12) monthly payments of $6,667.00, and, finally, twelve (12) monthly payments of $7,500.000. The Disbursing Agent shall make a pro rata distribution to Unsecured Creditors on the twelve (12) month anniversary of the Effective Date, the twenty-fourth (24th) month anniversary of the Effective Date, and, finally, on the thirty-second (32nd) month anniversary of the Effective Date. Class 2. Interest Holders are impaired. Class 2 Claims consist of the holders of interests in the Debtor. All existing membership interests shall be canceled. Class 3. Secured Claim of BB&T are impaired. The Class 3 Secured Claim will be paid based upon a fifteen (15) year principal amortization with a five (5) year balloon. Interest will accrue, pursuant to the Plan, at Prime plus 3% per annum. Beginning on the Effective Date, the Debtor will make level payments of $21,664 per month to BB&T which shall include principal and interest. Class 3 shall retain its lien position until the Class 3 secured claim is paid. Class 4. Secured Claim of Midtown Resources, LLC are impaired. The Class 3 Secured Claim will be paid based upon a fifteen (15) year principal amortization with a five (5) year balloon. Beginning on the Effective Date, the Debtor will make level payments of $3,053.00 per month to Midtown which shall include principal and interest. The Plan will be funded by ongoing operations of the Debtor, carried out by existing management, and the continued efforts of the Debtor and its management to maximize the Debtor's presence in its marketplace while striving to keep overhead low as well as a cash infusion of $50,000.00 from the following individuals and entities in exchange for an aggregate 100% of the newly issued membership interests in the Debtor: T WF Family Trust: 400 shares, Lampe Trust: 400 shares, Stacie Slack: 25 shares, Brandon Nardella: 25 shares, Zane Miller: 25 shares, Matt Snyder: 25 shares, Karen Mauer: 25 shares, Dan Weirbach: 25 shares, Susan Weirbach: 50 shares. Prior to the Effective date, the new shareholders will execute a shareholder agreement reflecting these terms. A full-text copy of the First Amended Disclosure Statement dated September 4, 2019, is available at https://tinyurl.com/y4tec3dq from PacerMonitor.com at no charge. A full-text copy of the First Amended Plan dated September 4, 2019, is available at https://tinyurl.com/yxcdseyy from PacerMonitor.com at no charge. Attorneys for the Debtor: Albert A. Ciardi, III, Esq. Jennifer C. McEntee, Esq. CIARDI CIARDI & ASTIN One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Telephone: (215) 557-3550 Facsimile: (215) 557-3551 Email: aciardi@ciardilaw.com jcranston@ciardilaw.com About Weyerbacher Brewing Co. Weyerbacher Brewing Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-12558) on April 22, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Richard E. Fehling. Ciardi Ciardi & Astin, P.C., is the Debtor's counsel. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on May 8, 2019. The Committee retained Elliot Greenleaf, P.C., and Loeb & Loeb LLP, as co-counsel. WMC MORTGAGE: U.S. Trustee Objects to Disclosure Statement ---------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee for Region 3, filed a limited objection to the Disclosure Statement explaining WMC Mortgage, Inc.'s Chapter 11 Plan. The U.S. Trustee points out that the Third Circuit in Continental Airlines ultimately determined that the proposed releases in that case, which enjoined shareholder lawsuits against debtors' directors and officers, did "not pass muster under even the most flexible test for the validity of non-debtor releases." The U.S. Trustee complains that the Debtors have the burden of justifying the validity of the Third Party Releases, whether consensual or non-consensual, for each and every party to be released. About WMC Mortgage WMC Mortgage, LLC, directly and through various predecessors, was in the business of originating residential mortgage loans for more than 60 years. The collapse of the housing and financial markets presaging the Great Recession decimated WMC's loan origination business. By the second quarter of 2007, WMC had essentially stopped originating new loans and focused on winding down its operations and resolving substantial liabilities associated with its mortgage business. Over the past decade, WMC has been able to settle the gravamen of the litigation commenced against it, which primarily consisted of contract actions for breaches of representations and warranties WMC made in mortgage loan sale agreements relative to the attributes of the loans sold. WMC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-10879) on April 23, 2019. At the time of the filing, WMC estimated assets of between $1 million and $10 million and liabilities of between $100 million and $500 million. The case has been assigned to Judge Christopher S. Sontchi. WMC tapped Richards, Layton & Finger, P.A., as its bankruptcy counsel; Jenner & Block LLP as special litigation counsel; Alvarez & Marsal Disputes and Investigations, LLC, as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. WMC MORTGAGE: Unsecureds to Recoup 44.4% Under Amended Plan ----------------------------------------------------------- WMC Mortgage, LLC, filed an amended Chapter 11 plan and accompanying disclosure statement to provide that holders of Class 4 General Unsecured Claims holding an estimated total amount of $76,600,000 in claims will recoup 44.4%. In full and complete satisfaction of their Allowed General Unsecured Claims, on the Initial Distribution Date, each holder of an Allowed General Unsecured Claim shall receive payment in Cash in an amount equal to such Claim's Pro Rata share of the amount of the Class 4 Distribution available for distribution, or such less favorable treatment as may be agreed upon by such Class 4 claimant and the Liquidating Trustee. From time to time thereafter, each holder of an Allowed General Unsecured Claim shall receive on any Subsequent Distribution Date, its Pro Rata share of the amount of the Class 4 Distribution available for distribution, as determined by the Liquidating Trustee in accordance with the terms of the Liquidating Trust Agreement. A full-text copy of the Plan dated August 28, 2019, is available at https://tinyurl.com/y6hwq2ku from PacerMonitor.com at no charge. A blacklined version of the Amended Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/yyqnaqa5 from PacerMonitor.com at no charge. About WMC Mortgage WMC Mortgage, LLC, directly and through various predecessors, was in the business of originating residential mortgage loans for more than 60 years. The collapse of the housing and financial markets presaging the Great Recession decimated WMC's loan origination business. By the second quarter of 2007, WMC had essentially stopped originating new loans and focused on winding down its operations and resolving substantial liabilities associated with its mortgage business. Over the past decade, WMC has been able to settle the gravamen of the litigation commenced against it, which primarily consisted of contract actions for breaches of representations and warranties WMC made in mortgage loan sale agreements relative to the attributes of the loans sold. WMC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-10879) on April 23, 2019. At the time of the filing, WMC estimated assets of between $1 million and $10 million and liabilities of between $100 million and $500 million. The case has been assigned to Judge Christopher S. Sontchi. WMC tapped Richards, Layton & Finger, P.A., as its bankruptcy counsel; Jenner & Block LLP as special litigation counsel; Alvarez & Marsal Disputes and Investigations, LLC, as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. WOW WEE: Modifies Treatment of Unsecured Claims in 1st Amended Plan ------------------------------------------------------------------- Wow Wee, LLC, filed a Modified First Amended Plan of Reorganization, and asked the Court to issue an order finding that the pre-confirmation modification of its First Amended Plan of Reorganization does not adversely change or affect the treatment of the claim of any creditor or the interest of any equity security holder who has not accepted the Plan in writing. On August 19, 2019, the Debtor filed a Tabulation of Ballots disclosing that it received two ballots cast by Charles F. Comeaux, an insider of the debtor, one of which therein voting, as the holder of a general unsecured claim in Class 6 of the Plan, to reject the Plan, and the other therein voting, as an equity security holder in Class 7 of the Plan, to reject the Plan. Under the terms of the Modified First Amended Plan, Class 6 - general Allowed Unsecured non-priority Claims are impaired. Each of the Allowed Unsecured Claims of the Creditors in Class 6 shall be paid, without interest, from the Plan Distribution Account, on a pro rata basis, after payment of (i) Class 1 Claims (i.e., Administrative Expense Claims), (ii) the monthly Plan payments required to Class 2 Creditors (i.e., the IRS and the LADR), (iii) the monthly Plan payments to Class 3 Creditors (none known at present), (iv) the monthly Plan payments required to the Class 4 Creditor (i.e., CFR), and (v) the monthly Plan payments required to Class 5 Creditors (i.e., currently only the IRS) under the Plan. The Debtor will make deposits of 90% of the Debtor's Net Income into the Plan Distribution Account and these deposits shall commence once there is Net Income remaining for any month during the term of the Plan after payment of (i) the Class 1 Claims (i.e., Administrative Expense Claims), (ii) the monthly Plan payments required to Class 2 Creditors (i.e., the IRS and the LADR), (iii) the monthly Plan payments required to Class 3 Creditors (none known at present), (iv) the monthly Plan payments required to the Class 4 Creditor (i.e., CFR), and (v) the monthly Plan payments required to Class 5 Creditors (i.e., only the IRS as present) under the Plan. Under the provisions of the Modified First Amended Plan, the allowed claims of general unsecured creditors in Class 6 thereof are to be paid, in full, with the claims of insiders of the debtor, other than the claim of the insider Charles F. Comeaux, having payment of their Class 6 claims being deferred pending the payment, in full, of all allowed claims of unsecured non-insider creditors, including the claim of the allowed unsecured claim of Charles F. Comeaux. The Modified First Amended Plan of Reorganization also created an additional Class, i.e., Class 8, which is composed of the allowed secured claim of any creditor that, pursuant to section 506(a)(1) of the Bankruptcy Code, is subject to setoff under section 553 of the Bankruptcy Code, which claimants, to the extent any exist, shall maintain their right to setoff under section 553 of the Bankruptcy Code. That Class, however, is unimpaired and conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Hence, as the proposed modifications to the First Amended Plan provide for the payment, in full, of all allowed general unsecured creditors (i.e., Class 6) of the debtor and creates an unimpaired class for any creditor holding a claim for setoff pursuant sections 506(a)(1) and 553 of the Bankruptcy Code, the proposed modifications do not adversely change the treatment of the claim of any creditor or the interest of any equity security holder who has not accepted, in writing, the modification, the Debtor asserts. A full-text copy of the Disclosure Statement dated September 3, 2019, is available at https://tinyurl.com/y5pbwdmp from PacerMonitor.com at no charge. About Wow Wee The business of Wow Wee, LLC, consists of the wholesale and retail sale of various "dipping sauces" that it produces at its facility in Cut Off, Louisiana. Wow Wee, LLC, filed a voluntary petition for relief under Chapter 11 of Title 11, United States Code (Bankr. E.D. La. Case No. 18-12729) on Oct. 12, 2018, estimating under $1 million in assets and liabilities. Darryl T. Landwehr, Esq., at Landwehr Law Firm, is the Debtor's counsel. [*] Ret. Judge Joan Feeney to Receive American Inns of Court Award ------------------------------------------------------------------ Joan N. Feeney has been selected to receive the prestigious 2019 American Inns of Court Bankruptcy Inn Alliance Distinguished Service Award. John Waites, president of the National Conference of Bankruptcy Judges (NCBJ), will present the award on November 1 at NCBJ's annual conference in Washington, D.C. Until she retired in May, Feeney was the chief judge of the U.S. Bankruptcy Appellate Panel for the First Circuit in Boston. She was a U.S. bankruptcy judge for the district of Massachusetts since 1992, serving as chief judge from 2002 to 2006. She is vice president of the American College of Bankruptcy and a past president of NCBJ. "She cares about her colleagues, the lawyers who appear before her, her staff, and, most of all, the litigants who come before her," says Robert J. Keach, Esquire, of Bernstein, Shur, Sawyer & Nelson PA in Portland, Maine. "She wants the honest debtors who come before her to get the relief they deserve and to have better futures." Feeney was also a co-chair of the Massachusetts Bankruptcy Court's pro bono committee. Educating both specialists and consumers about bankruptcy is one of Feeney's passions. She is co-author of the two-volume Bankruptcy Law Manual and served as business manager and associate editor of the American Bankruptcy Law Journal, the nation's most frequently cited specialty law review. She also co-authored a book for consumers called The Road Out of Debt. Feeney is also founder and co-chair of the M. Ellen Carpenter Financial Literacy Project, a joint initiative of the U.S. Bankruptcy Court of the District of Massachusetts and the Boston Bar Association. Designed to help prevent future bankruptcy filings by individuals, the initiative educates high school students about financial responsibility and money management. The final session takes place at the bankruptcy court. Before becoming a judge, Feeney was a partner in the Boston firm Hanify & King PC and a partner in the Boston firm Feeney & Freeley. She was a career law clerk to James N. Gabriel, a U.S. bankruptcy judge for the District of Massachusetts. Feeney received her undergraduate degree from Connecticut College and her law degree from Suffolk University Law School. In 2018, she received the Charles P. Normandin Lifetime Achievement Award from the Boston Bar Association. The American Inns of Court, headquartered in Alexandria, Virginia, inspires the legal community to advance the rule of law by achieving the highest level of professionalism through example, education, and mentoring. The organization's membership includes more than 31,000 federal, state, and local judges; lawyers; law professors; and law students in nearly 380 chapters nationwide. More information is available at http://www.innsofcourt.org/ [*] Trostle Joins Moses & Singer as Distressed Debt Group Chair --------------------------------------------------------------- Moses & Singer LLP on Sept. 4, 2019, announced the arrival of Patrick J. Trostle as a partner in the Business Reorganization, Bankruptcy and Creditors' Rights practice. With more than 25 years of experience in complex and high-profile restructurings, litigation, transactions and compliance matters, Mr. Trostle will also lead the firm's new High Yield, Distressed Debt, and Special Situations Fund Group. Mr. Trostle has represented debtors and official creditors' committees in cross-border cases, as well as investment funds, derivatives counterparties, insurance companies, banks, multinational corporations, trustees, and examiners in some of the largest insolvency cases ever filed. His extensive distressed debt experience includes acting as advisor to some of the world's largest hedge funds. His clients have included the court-appointed examiner in Lehman Brothers' chapter 11 case, an ad hoc committee of RMBS holders in Ambac's insurance insolvency proceeding, US noteholders in FSIA litigation against Anglo Irish Bank, the debtors in General Motors' and Nextel International's respective chapter 11 cases, a repo counterparty in Orange County's chapter 9 case, and the official creditors' committee in NRG Energy's chapter 11 case. "With predictions of economic headwinds on the horizon, Patrick's arrival to the firm comes at the right time. He is widely recognized for his deep distressed debt and cross-border experience, as well as his transactional and litigation skills," said Alan Kolod, Chairman of the firm's Management Committee and a partner in the bankruptcy practice. "These skills make Patrick a valuable asset to our team and our clients. We are thrilled to welcome him." "Moses & Singer's broad range of services provides an ideal platform for me to expand my practice. I look forward to working with this talented group of lawyers," said Mr. Trostle. Mr. Trostle was most recently a partner in the Bankruptcy and Restructuring practice at Thompson & Knight LLP after spending a decade as chair of Jenner & Block's New York Restructuring and Bankruptcy Practice. He received his J.D. from the Vermont Law School and his B.A. with honors from Trinity College; he also attended the University of Oxford, were he studied philosophy, politics, economics and history. Moses & Singer's Business Reorganization, Bankruptcy, and Creditors' Rights practice is engaged in national and international matters across all industries. Attorneys have extensive experience in Chapter 11 bankruptcy proceedings pending throughout the United States, as well cross-border insolvencies and in proceedings under Chapter 15 of the Bankruptcy Code, playing significant roles in major cases throughout the United States, South America, Europe, and Asia. About Moses & Singer Since 1919, Moses & Singer LLP has represented diverse businesses and successful individuals and their families. Among the firm's broad array of U.S. and international clients are industry leaders in banking and finance, entertainment, media, real estate, healthcare, and advertising and communication. The firm's attorneys advise clients on complex transactions that involve financing, securities, mergers and acquisitions, insolvency, intellectual property and digital media, fiduciary and tax issues. They are advocates in commercial, real estate and intellectual property litigation, white-collar criminal cases, family disputes and business reorganizations and bankruptcies. The firm's single office in the Chrysler Building in New York City fosters an environment of collaboration and teamwork, providing clients enhanced personal service and value. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. 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On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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