/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190925.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 25, 2019, Vol. 23, No. 267 Headlines 5171 CAMPBELLS: $25K Sale of Personalty to Zaczkiewicz Approved ABQ POST ACUTE: Hires Santorini Revenue as Collections Firm ADPOWER INC: Seeks to Hire Fuqua & Associates as Counsel AIRNET TECHNOLOGY: Director Shichong Shan Dies ALTIZER PROPERTIES: Hires RE-MAX At Work as Real Estate Broker AMERICAN RENAL: Moody's Lowers CFR to B3, Outlook Negative ANKA BEHAVIORAL: Has Settlement With Bank of Guam ANNAGEN LLC: Seeks to Hire John M. Hyams as Co-Counsel APPALACHIAN LIGHTING: Seeks to Hire Butzel Long as Special Counsel APPLE STREET: Court Confirms 3rd Amended Chapter 11 Plan ASH RESTAURANT: Nov. 4 Plan Confirmation Hearing BARNEYS NEW YORK: Seeks to Hire Kirkland & Ellis as Counsel BARTLETT MANAGEMENT: Court Approves Disclosure Statement BARTLETT MANAGEMENT: Litigation Proceeds to Vest in Creditor Trust BELLRING BRANDS: S&P Assigns 'B' ICR; Outlook Stable BERLEY ASSOCIATES: Unsecureds to be Paid in Full Over 5 Years BLACKJEWEL LLC: "Hot Goods" Issue at Sold Pax Mine Resolved BRADLEY INVESTMENTS: Seeks to Hire Alicia Spencer as Accountant BRADLEY INVESTMENTS: Seeks to Hire Ted Langley as Accountant BRAND BRIGADE: Hires Shore Law Offices as Special Counsel BULK EXPRESS: Sept. 26 Auction of Tractors & Trailers Set C3 VENTURES: $95K Sale of All Restaurant Assets to Kanz Approved CALUMET SPECIALTY: S&P Alters Outlook to Positive, Affirms B- ICR CARGO WORKSHOP: Unsecureds to Get Payments in 3 Years CD HALL LLC: $2.2M Sale of Las Vegas Property to LV Approved CHESAPEAKE ENERGY: S&P Cuts Rating on 8% Sr. Notes Due 2025 to 'D' COOPER'S HAWK: Moody's Assigns B3 CFR, Outlook Stable COSTELLO INDUSTRIES: Hires Steidl and Steinberg as Counsel CSC HOLDINGS: Moody's Rates New $1.5BB Term Loan B 'Ba3' D.J. SIMMONS: Trustee's Sale of Oil/Gas Assets to Four Corners OK'd DIOCESE OF DULUTH: Oct. 21 Plan Confirmation Hearing DPW HOLDINGS: Shareholders Call for Meeting to Elect Directors DUNKIRK HOME: Seeks to Hire Duke Holzman as Special Counsel EG GROUP: S&P Affirms 'B' ICR on Debt-Funded Cumberland Farms Deal ELECTRIC SUPPLY: Court Conditionally Approves Disclosure Statement ELO TOUCH: S&P Alters Outlook to Negative, Affirms 'B+' Rating ENDO INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms 'B' ICR EP TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors EUREKA WINDBER: Plan Payments to be Funded by Continued Operations EXTRACTION OIL: S&P Alters Outlook to Negative, Affirms 'B' ICR FCH MCKINNEY: Star Creek Objects to Disclosure Statement FIRST FLORIDA: Hires Marcus & Millichap as Real Estate Broker FISHING VESSEL: Case Summary & 20 Largest Unsecured Creditors FLEXOGENIX GROUP: Hires Nelson Hardiman as Special Counsel GARRETT LIMESTONE: Oct. 2 Disclosure Statement Hearing GENERAL CAPACITOR: Phoenix Zwell Buying IP for $300K Cash GET HOOKED CHARTERS: Unsecured Claims to be Paid in Full Over 5Yrs GRANITE HOLDINGS: S&P Assigns 'B' ICR; Outlook Stable GREENWOOD FOREST: Gets Interim Approval to Hire Bankruptcy Counsel GROUP 1 ENTERPRISES: Hires Robert N. Bassel as Attorney H2D MOTORCYCLE: Sept. 25 Hearing on Bid Procedures for Assets Set HAWAII PACIFIC UNIVERSITY: S&P Alters Rev. Bond Outlook to Negative HEATING & PLUMBING: Seeks to Hire SSA P.C. as Accountant HOPE ACADEMY: Fitch Affirms B Rating on $8MM Revenue Bonds HORIZON GLOBAL: Appoints Terrence Gohl as Chief Executive Officer INSIGNIA TECHNOLOGY: Oct. 11 Plan Confirmation Hearing INTERLOGIC OUTSOURCING: Taps Daileader as Independent Director INTERLOGIC OUTSOURCING: Taps Kroll Associates as Service Provider JACK COOPER: Taps AlixPartners as Financial Advisor JACK COOPER: Taps King & Spalding as Co-Counsel JOYNTURE 417 SOUTH: Philadelphia Co-Working Space in Chapter 11 LA MERCED LIMITED: Plan Proposes $3MM Distribution to Unsecureds LAKESIDE VIEW: Court Directs Parties to Settlement Conference LAKOTA INC: Court Denies Approval of Disclosure Statement LIBERTY INTERACTIVE: S&P Cuts Rating on Sr. Unsecured Notes to B+ LOGISTICS BUDDY: Asks Court to Extend Final Cash Order MCDERMOTT INT'L: Reportedly Hires Turnaround Advisors MCDERMOTT INTERNATIONAL: S&P Cuts ICR to 'CCC' on Hiring Advisors MEDICAL DEPOT: S&P Lowers ICR to 'CC' on Distressed Debt Exchange MIKE & HENRY: Court Issues Amended Plan Confirmation Order MONTGOMERY FINANCIAL: Case Summary & 6 Unsecured Creditors MORGAN ADMINISTRATION: Court Confirms Plan of Liquidation MORGAN DIRTWORKS: Case Summary & 6 Unsecured Creditors MOUNT JOY BAPTIST: Court Approves Stipulation with NLAC MYLABDFW LLC: $100K Sale of Receivables to Capio Approved NAUGHTON PLUMBING: Files 2019 to 2020 Annual Cash Budget NIAGARA FRONTIER: Obtains Cash Access under 12th Interim Order NOVASOM INC: Auction Cancelled as No Rival Bids Submitted NPC INTERNATIONAL: S&P Lowers ICR to 'CCC-', Outlook Negative OAKLEY GRADING: Chapter 11 Trustee Files Plan of Reorganization OECONNECTION LLC: Moody's Rates New $40MM 1st Lien Loan 'B2' PAZZO PAZZO: Plan Payments to be Funded by Revenues, Affiliat PES HOLDINGS: Committee Hires Conway as Financial Advisor PES HOLDINGS: Committee Hires Elliott Greenleaf as Counsel PG&E CORP: Formalizes $11-Bil. Subrogation Claims Settlement PG&E CORP: Says Elliott Plan Only Favors Noteholders PG&E CORPORATION: Jones Day Updates Shareholders List for 3rd Time POET TECHNOLOGIES: Provides Highlights from Annual Meeting PROMETRIC HOLDINGS: Moody's Affirms B2 CFR & Alters Outlook to Neg. PWR INVEST: Unsecured Creditors to Get Full Payment Under Plan QUALTEK USA: S&P Affirms 'B' ICR; Outlook Negative QUIZHPI CAB: Court Confirms Chapter 11 Plan QUORUM HEALTH: Cancels Shared Services Pact with Community Health QUORUM HEALTH: Moody's Affirms B3 CFR & Alters Outlook to Negative RENFRO CORP: Moody's Alters Outlook on B3 CFR to Negative RENT RITE: Oct. 8 Disclosure Statement Adequacy Hearing SANCHEZ ENERGY: Quinn Emanuel Updates List of Noteholders SERVICE CORP: Moody's Affirms Ba2 CFR, Outlook Stable SHEARER'S FOODS: Moody's Affirms B3 CFR & Alters Outlook to Pos. SHEARER'S FOODS: S&P Alters Outlook to Positive, Affirms 'B-' ICR SIMPLICITY CATERERS: Seeks Permission to Use IRS Cash Collateral STEARNS HOLDINGS: Addresses U.S. Trustee Objections in New Plan STEARNS HOLDINGS: Hires EY LLP as Audit and Tax Service Provider STEARNS HOLDINGS: Seeks to Hire PwC as Accounting Consultant STERICYCLE INC: S&P Lowers ICR to 'BB' on Weak Performance STONEGATE LANDING: Oct. 24 Disclosure Statement Hearing SUNCOAST ARCADE: Asks Court for Leave to Use Cash Collateral TEVA PHARMACEUTICAL: S&P Affirms 'BB' Long-Term ICR; Outlook Neg. THE ROSEGARDEN HEALTH: Court Grants Ch. 11 Trustee Access to Cash THG HOLDINGS: Creditors Panel Hires Cooley LLP as Counsel THOMAS COOK: Hedge Funds in Line for $250MM on CDS Payout THOMAS HUDSON: $1.8M Sale of Jacksonville Property Approved THRUSH AIRCRAFT: Court OK's Interim Use of Wells Fargo Cash ULTRA PETROLEUM: Fitch Lowers LT Issuer Default Rating to CCC UNITED CHARTER: Creditors to Get 100% Over 2 Yrs Under Plan VARSITY BRANDS: S&P Lowers ICR to 'B-'; Outlook Negative VERRINO CONSTRUCTION: Recovery from JTSA, AMG Actions to Fund Plan VIDA CAPITAL: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable VIRGIN ISLANDS WPA: Moody's Cuts Rating on Sr. Bonds to Caa2 WALL STREET PRODUCTIONS: Seeks at Least $10K in Emergency Cash X-TREME BULLETS: Oct. 16 Auction of All Assets Set YIANNIS MEDITERRANEAN: Court Grants Interim Cash Use Thru Sept. 25 [*] Burr & Forman Adds Heller to Delaware Bankruptcy Practice ********* 5171 CAMPBELLS: $25K Sale of Personalty to Zaczkiewicz Approved --------------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized 5171 Campbells Land Co., Inc.'s sale of assets, namely furniture, fixtures and equipment associated with one its closed restaurants, located at 310 W Columbus Ave, Corry, Peensylvania ("Personalty"), to Collen Zaczkiewicz and Melanie Leofsky or an entity to be created by Zaczkiewicz and Leofsky for $25,000. The sale is "as is, where is," and free and clear of any and all liens, claims and encumbrances. The liens, claims and encumbrances, if any, are transferred to the proceeds of the sale. William T. Kane in his capacity as the President of the Debtor has the power and authority to execute all closing documents and otherwise consummate and implement the Sale Transaction and irrevocably and forever bind the Debtor thereto. The Sale Order constitutes a final and appealable order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Court expressly finds that there is no reason for delay in the implementation of the Sale Order. The Sale Order will be effective immediately upon its entry and the parties may consummate the transaction pursuant to the terms and conditions set forth therein and in the Sept. 9, 2019 letter. Upon closing, all leases that the Debtor has with Vision Financial Group, Inc. related to the assets being sold will be deemed rejected. Notwithstanding anything contained in the Sale Order or in Exhibit A to the Motion, the Buyers are not acquiring any goodwill related to Perkins & Marie Callender's LLC ("PMC") or the fact that Debtor previously operated Perkins restaurants at the location which is the subject of the sale to the Buyers. The Buyers will not operate the Restaurant as a Perkins restaurant and will not directly or indirectly identify the Restaurant as a current or former Perkins restaurant, including but not limited to use of menus, advertisements, employee related material, website or email address. Buyer is prohibited from taking any action which utilizes or displays any trademark owned by PMC or that otherwise identifies or relates to a Perkins restaurant. They will not commence operation of the Restaurant until all indicia of affiliation with PMC's Perkins restaurant system has been removed from the Premises. As a condition of approval of the sale, the Buyers will reasonably cooperate with the Official Committee of Unsecured Creditors and any future Plan Administrator or Trustee in providing reasonable access to the purchased restaurant for inspection at times that will not unreasonably interfere with the Buyers' business operations. While such access will be subject to reasonableness and, where appropriate, subpoena and normal Court procedures and Rules, the Buyers will nevertheless cooperate in such access and not act to prevent reasonable inspection. The Debtor and the Committee have agreed that a Liquidating Plan will be filed and supported for confirmation, which Plan isolates any extant Avoidance Actions (rights under Chapter 5 of the Bankruptcy Code) and other causes of action of the Estate to be administered for the benefit of creditors by a Plan Administrator selected by the Committee. Notwithstanding anything to the contrary elsewhere in the Order or the terms set forth in Exhibit A to the Motion, Reinhart Foodservice, L.L.C. owns the dish machines, water softeners and related equipment, provided to the Debtor pursuant to the March 18, 2018 Equipment Lease Agreement and related documents, and the Reinhart Property will not be included within the assets being sold to the Buyers. Possession of the Reinhart Property at each location will not be transferred to the Buyers except upon the assumption and assignment of the applicable Lease Agreement, or as otherwise agreed between Buyer and Reinhart in writing. In the event that the applicable Reinhart Lease Agreement is not assumed and assigned to the Buyers, the applicable Reinhart Property will be promptly returned to Reinhart, unless Reinhart agrees otherwise in writing. In the event that the Reinhart Lease Agreement is assumed and assigned to the Buyers, the pre-petition and post-petition cure amount will be determined based upon future agreement of the parties or order of the Court. Moreover, notwithstanding anything to the contrary elsewhere in the Order or in the Purchase Agreement, pending assumption or rejection of the applicable Reinhart Lease Agreement, the Debtor will remain liable for all post-petition charges for use of the Reinhart Property from the Petition Date through the date of Closing of the sale as an administrative expense. After Closing, even if the applicable Reinhart Lease Agreement is not assumed and assigned, to the extent that Buyers use the, Reinhart Property, the Buyers will remain liable for and will pay Reinhart for such amounts. As a condition of approval of the sale, the Debtor and US Foods, Inc. have agreed that upon closing: (1) all security interests that US Foods has in assets being sold and the proceeds of the sale will be released; (2) that US. Foods will not seek any recovery from the sales proceeds for any of its claims; (3) that US. Foods will be granted a release from all claims under Chapter 5 of the Bankruptcy Code that could be brought by the Debtor or any other party with standing to bring claims under Chapter 5 of the Bankruptcy Code, including without limitation, the Debtor, any statutory committee appointed in the bankruptcy case, any Chapter 11 trustee, and any chapter 7 trustee. The Debtor and PMC have agreed that PMC's collective administrative claims will not exceed $160,000.00 and that payment of any administrative claims will be deferred. The Closing of the sale must occur by Sept. 25, 2019 with the proceeds of the sale to be distributed to Robert O Lampl as Escrow Agent to be held in escrow. Robert O Lampl as Escrow Agent will be authorized to disburse funds for the following without further Order of Court: (a) Post-Petition Payroll; (b) Post—Petition Payroll Taxes; (c) Post-Petition Sales Taxes; (d) U.S. Trustee Fees; and (e) $16,000 to be held in escrow pending an approved fee application - (i) $6,000 to Compass Advisory Partners, LLC; (ii) $6,000.00 to Robert O Lampl; and (iii) $4,000 to Bernstein-Burkley, PC. All other administrative claims not specifically provided for will be deferred until after the payments set forth are made in full. About 5171 Campbells Based in Rankin, Pennsylvania, 5171 Campbells Land Co., Inc., is a privately-held company that operates in the restaurant industry. 5171 Campbells filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-22715) on July 8, 2019. The petition was signed by William T. Kane, president. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Robert O. Lampl, Esq., in Pittsburgh. The U.S Trustee for Region 3 appointed a committee of unsecured creditors on Aug. 1, 2019. ABQ POST ACUTE: Hires Santorini Revenue as Collections Firm ----------------------------------------------------------- ABQ Post Acute, LLC seeks authority from the United States Bankruptcy Court for the District of New Mexico (Albuquerque) to hire Santorini Revenue Solutions, LLC. In an application filed in court, the Debtor proposed to employ the firm to collect outstanding accounts receivable owed to the Debtor. Santorini is to be paid 8 percent to 15 percent depending on the age of the accounts receivable which they collect. Net proceeds will be distributed to the Debtor. Joseph Alegre, shareholder of Santorini, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph W. Alegre Santorini Revenue Solutions, LLC 11500 San Vicente Blvd., Suite 522 Los Angeles, CA 90049 About ABQ Post Acute ABQ Post Acute owns and operates a skilled nursing home facility in Albuquerque, N.M. ABQ Post Acute, LLC, filed a Chapter 11 petition (Bankr. D. N.M. Case No. 19-11865) on August 12, 2019. In the petition signed by Ryan Rasmussen, authorized member, the Debtor estimated $4,108,423 in assets and $1,528,367 in liabilities. The case is assigned to Judge David T. Thuma. Don F. Harris, Esq. at NM Financial Law, P.C., represents the Debtor as counsel. ADPOWER INC: Seeks to Hire Fuqua & Associates as Counsel -------------------------------------------------------- ADPOWER, Inc. d/b/a Promotions Unlimited, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Fuqua & Associates, P.C., as counsel to the Debtor. ADPOWER, Inc., requires Fuqua & Associates to: a. provide the Debtor legal advice with respect to its powers and duties as a Debtor-in-Possession in the continued operation of its business, and management of its property; b. prepare all pleadings on behalf of the Debtor, as Debtor- in-possession, which may be necessary herein; c. negotiate and submit a potential plan of arrangement satisfactory to the Debtor, its estate, and the creditors at large; and d. perform all other legal services for the Debtor as a Debtor-in-Possession which may become necessary to the bankruptcy proceedings. Fuqua & Associates will be paid at these hourly rates: Attorneys $500 Associates $105 to $250 Legal Assistants $75 Fuqua & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard L. Fuqua, a name partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fuqua & Associates can be reached at: Richard L. Fuqua, Esq. FUQUA & ASSOCIATES, P.C. 5005 Riverway, Suite 250 Houston, TX 77056 Tel: (713) 960-0277 Fax: (713) 960-1064 About ADPOWER, Inc. ADPOWER, Inc., d/b/a Promotions Unlimited, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-34202) on Aug. 1, 2019. The Debtor was estimated to have less than $1 million in both assets and liabilities as of the bankruptcy filing. The Debtor is represented by Richard L. Fuqua, at Fuqua & Associates, P.C. AIRNET TECHNOLOGY: Director Shichong Shan Dies ---------------------------------------------- AirNet Technology Inc.'s independent director Shichong Shan, 89, had passed away recently. Mr. Shan had served as an independent director on the Company's board of directors since July 2007, and as a member of the Audit Committee and the Compensation Committee of the Board. Mr. Wen Dong, one of the Company's independent directors, was elected to sit on the Audit Committee and the Compensation Committee. Presently, AirNet's Board of Directors comprises six members including four independent directors, who are Messrs. Conor Chia-hung Yang, Hua Zhuo, Songzuo Xiang and Dong Wen, and two non-independent directors, who are Messrs. Herman Man Guo and Qing Xu. Each of its Audit Committee, Compensation Committee and Compliance Committee is composed of three independent directors. Herman Man Guo, AirNet's Chairman and chief executive officer, said, "We offer our deepest condolences and sympathy to Mr. Shan's family. Further, we would like to express our sincere appreciation for the valuable contributions of Mr. Shan in his tenure as the Company's director." About AirNet Technology Incorporated in 2007 and headquartered in Beijing, China, and formerly known as AirMedia Group Inc, AirNet (Nasdaq: AMCN) provides in-flight solutions to connectivity, entertainment and digital multimedia in China. AirNet -- http://ir.ihangmei.com/-- empowers Chinese airlines with seamlessly immersive Internet connections through a network of satellites and land-based beacons, provides airline travelers with interactive entertainment and a coverage of breaking news, and furnishes corporate clients with advertisements tailored to the perceptions of the travelers. Marcum Bernstein & Pinchuk LLP, in New York, issued a "going concern" qualification in its report dated April 30, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AirMedia incurred a net loss of US$93.41 million in 2018 following a net loss of US$179.2 million in 2017. As of Dec. 31, 2018, AirMedia had US$129.8 million in total assets, $115.41 million in total liabilities, and US$14.39 million in total equity. ALTIZER PROPERTIES: Hires RE-MAX At Work as Real Estate Broker -------------------------------------------------------------- Altizer Properties & Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to employ RE-MAX At Work, Realtors, as real estate broker to the Debtor. Altizer Properties requires RE-MAX At Work to market and sell the Debtor's real property located at 2111 Third Street, Richlands, VA 24641. RE-MAX At Work will be paid a commission of 5% of the sales price. Jaimie Gail Tuggle, a partner at RE-MAX At Work, Realtors, 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. RE-MAX At Work can be reached at: Jaimie Gail Tuggle RE-MAX AT WORK, REALTORS 1100 Cedar Valley Drive Cedar Bluff, VA 24609 Tel: (276) 964-2651 About Altizer Properties & Investments Altizer Properties & Investments, LLC, is the owner of a certain commercial building and lots located at 2111 Third Street, Richlands, Virginia. It said that it intends to sell the property in bankruptcy, with the net proceeds from the sale to be used toward eliminating the debt owed by it to Grundy National Bank. Altizer Properties & Investments sought Chapter 11 protection (Bankr. W.D. Va. Case No. 19-71108) on Aug. 21, 2019. The Company was estimated to have less than $1 million in assets and liabilities. The Debtor tapped Copeland Law Firm, P.C., led by founding partner Robert Tayloe Copeland, as counsel. AMERICAN RENAL: Moody's Lowers CFR to B3, Outlook Negative ---------------------------------------------------------- Moody's Investors Service announced that it has downgraded the ratings of American Renal Holdings, Inc.. The rating agency downgraded American Renal's Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the ratings on American Renal's senior secured revolving credit facility and term loan to B3 from B2 and its Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The outlook is negative. The downgrade of the CFR and the instrument ratings reflects the company's increase in financial leverage following the recent restatement of its financials. Moody's estimates American Renal's adjusted debt to EBITDA to be around 7.2 times as of June 30, 2019, including both its and its JV partners' share of clinic loans as debt. The downgrade also reflects the company's material weaknesses relating to internal controls over financial reporting and the time and cost required to remediate these weaknesses. The change in the outlook to negative from stable reflects the weakening of American Renal's liquidity, as evidenced by the company's greater dependence on its credit facility and reduction in cushion under its financial covenant. Ratings downgraded: American Renal Holdings, Inc. Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD Senior secured revolving credit facility expiring 2022 to B3 (LGD3) from B2 (LGD3) Senior secured term loan due 2024 to B3 (LGD3) from B2 (LGD3) Speculative Grade Liquidity Rating to SGL-3 from SGL-2 Outlook change: American Renal Holdings, Inc. The outlook was changed to negative from stable. RATINGS RATIONALE American Renal's B3 Corporate Family Rating is constrained by high financial leverage, an aggressive new clinic opening strategy, and modest free cash flow. It also reflects American Renal's moderate size and Moody's expectation that it will use its cash flow to fund the development of new clinics, limiting debt reduction. Further, it reflects the company's sole focus on dialysis services and its high concentration of revenues from government-based programs. It also reflects uncertainty regarding the time, cost, and management attention required to fully remediate material weaknesses relating to its internal controls over financial reporting. The B3 CFR is supported by the company's strategy of developing clinics in partnership with practicing nephrologists, which aligns its interests with those of its physician partners who are a key source of patient referrals. This facilitates a fairly rapid maturation of newly developed clinics. The rating also reflects the relatively stable business profile characterized by increasing incidences of end stage renal disease and the medical necessity of the service provided. The negative outlook reflects American Renal's weakened liquidity, as evidenced by the company's recently high dependence on its credit facility and reduction in cushion under its financial covenant. It also reflects Moody's expectation that American Renal's credit metrics will be challenged in the near-term by unfavorable shifts in payor mix and the potential for incremental costs to remediate its accounting issues. The SGL-3 reflects the company's adequate cash balances, limited cash flow, and weak cushion under the financial covenant governing its credit agreement which limits access to its revolving credit facility. The identification of material weaknesses relating to American Renal's internal controls over financial reporting in areas such as revenue recognition raise key concerns relating to governance. These weaknesses, which resulted in inaccuracies that necessitated financial restatements for the periods 2014-2018, will require time to remediate and validate the fixes. Moody's expects the company to focus efforts on improving the quality of its financial reporting and expanding board of director oversight. As a dialysis company, American Renal faces rising social risk as it pertains to the significant disparity between the reimbursement it receives for treating commercially insured patients and that it receives from those insured by Medicare. Caring for dialysis patients is very costly, because they often suffer from co-morbidities beyond end-stage renal disease. These factors have induced various states to pursue legislation, that if passed, could reduce American Renal's and other dialysis companies' profits. Further, an executive order in mid-2019 aiming to increase the supply of kidney transplants and shift more dialysis treatments into the home setting could have mixed effects on dialysis companies. The ratings could be downgraded if American Renal's liquidity experiences any further weakening from current levels. A downgrade could also occur if there are any additional accounting concerns or higher than expected remediation costs. Lastly, a downgrade could result if Moody's believes the company will not be able to generate sustainable free cash flow and/or refinancing risk becomes a greater concern. Moody's does not anticipate an upgrade in the near-term. That said, the ratings could be upgraded over time if the company fully remediates the material weaknesses relating to its internal controls over financial reporting. An upgrade would require a significant improvement in liquidity, cash flow and adjusted debt/EBITDA sustained below 6.0 times. Headquartered in Beverly, MA, American Renal is a provider of outpatient dialysis services to patients with chronic kidney failure. At June 30, 2019, American Renal operated 245 centers in 27 states and the District of Columbia. The centers are jointly owned with nephrologist partners. The company provides managerial, clinical, regulatory, accounting, financial, technological and administrative support services to the joint venture partners. The company is publicly traded but majority owned and controlled by Centerbridge Partners, L.P. Revenues are approximately $799 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ANKA BEHAVIORAL: Has Settlement With Bank of Guam ------------------------------------------------- ANKA Behavioral Health, Inc., and the Official Committee of Unsecured Creditors filed an amended Plan of Liquidation and accompanying disclosure statement to disclose their Mediation and Settlement Agreement with the Bank of Guam. In August, 2019, the Bank objected that the amounts in the cash collateral stipulation approved by the Cash Collateral Orders to be paid to the Bank from the collection of accounts receivable had fallen short by $700,000 and that the Debtor had continued to use cash collateral following the expiration of the approved budget without the Bank’s consent or Court order, and alleged that as a result of this and other factors the Debtor had breached the stipulation, and refused to consent to the Debtor's further use of cash without a new agreement. On August 26, 2019, the Bank, the Debtor, and the Committee attended a mediation with Randy Michelson, a member of the Northern District of California Bankruptcy Dispute Resolution Panel and, as a result, agreed to a settlement that included in summary, the Bank's support for the current Plan, and the following terms: 1. The amount of the Bank's prepetition claim at the date the case commenced would be capped at $7,050,000, which includes a waiver of its rights to attorneys’ fees. 2. The Bank's secured claim against accounts receivable to be collected after September 1, 2019, would be capped at $682,000. 3. The Bank agreed to the cost of employing the Debtor's CEO until November 1, 2019, and other collections personnel pursuant to a new budget. 4. The parties agreed that all further accounts receivable collections would be allocated 60% to the Bank, up to $682,000, 37% to the professional fee carve out that had not been funded, up to $250,000, and 3% to an unsecured creditors fund that cannot be used for any other purpose except distributions to unsecured creditors, no limit on amount. 5. If the allocation to the Bank falls short of $682,000, then the difference, equal to the Bank Gap Claim in the Plan, will be treated as a secured claim against funds recovered in actions on avoidable transfers and insurance proceeds, described below, up to the amount of the Bank Gap Claim, if any. 6. The Bank agreed to consent to all past use of cash collateral, and future use under the new budget to be agreed upon between the Debtor and the Bank. 7. The Committee agreed to withdraw any potential challenge that the Bank's prepetition claim was not duly perfected. 8. The Bank agreed to support the current Plan provided it contained the agreed terms. 9. The Bank agreed to release the Debtor and Committee (and their professionals) from the various allegations alleged with respect to the Bank's objections to the Debtor's use of cash collateral. 10. Committee granted a general release in favor of the Bank. 11. The Debtor granted a general release in favor of the Bank and the Committee.This agreement resulted in a formal settlement agreement that was submitted to the Court for approval, and said settlement agreement was approved by the Court. (i) The Class 2 Bank Claim. The Class 2 Bank Claim is Impaired under the Plan. The Class 2 Bank Claim shall be an Allowed Claim in the amount of $7,050,000.00. Under the Plan, the Holder of the Allowed Class 2 Bank Claim shall: (a) (i) retain past the Effective Date its pre-Petition Date Liens on the Bank Collateral and its Replacement Liens on the Replacement Lien Collateral, and (ii) retain all payments or other distributions made by the Debtor to the Bank prior to the Effective Date, including all proceeds received from the liquidation of the Bank A/R Collateral and all proceeds received from the Bank Real Property Collateral; and (b) receive on the Effective Date, or as soon thereafter as may be practicable, (i) the Specific Liquidation Proceeds of the Bank Real Property Collateral, and (ii) the difference, if any, between (x) $682,000.00 and (y) the Bank Pre-Effective Date Payments received between September 1, 2019 and the Effective Date. Commencing on the Effective Date, until the date that the Bank Gap Claim has been satisfied in full, the Liquidation Trustee shall distribute to the Bank: (i) 60% of the Aggregate Liquidation Proceeds until the Professional Fee Fund has been funded up to the Professional Fee Carve Out Fund Cap; and, then, thereafter (ii) 97% of the Aggregate Liquidation Proceeds. Promptly after the date that the Bank Gap Claim has been satisfied in full, the Bank shall release its Liens on all Bank Collateral other than the Bank Real Property Collateral. Any balance of the Class 2 Bank Claim, to the extent not satisfied from the Specific Liquidation Proceeds of the Bank Real Property Collateral Proceeds, the Bank Pre-Effective Date Payments and/or payments received on the Bank Gap Claim, shall be treated as a Class 3 Claim. (ii) Class 3 General Unsecured Claims. Class 3 Claims are Impaired under the Plan. Under the Plan, each Holder of an Allowed Claim that is a General Unsecured Claim shall receive on the Effective Date, or as soon thereafter as may be practicable, an amount equal to such Holder’s pro rata share of the Unsecured Claim Fund. The Bank Unsecured Claim shall be Estimated for purposes of voting on the Plan; provided, however, that the Bank shall receive no distributions from the Unsecured Claim Fund on account of the Bank Unsecured Claim until the Bank Gap Claim has been satisfied in full and the Bank has received all Specific Liquidation Proceeds of the Bank Real Property Collateral, such that the actual amount of the Bank Unsecured Claim can be determined; rather, amounts for distribution on account of the Bank Unsecured Claim shall be reserved and held using the Estimated amount of the Bank Unsecured Claim for the purposes of calculating the reserve. Liquidation Trust. On or before the Effective Date, the Debtor shall establish a liquidation trust in accordance with the Liquidation Trust Agreement. On the Effective Date, the Debtor shall be deemed to have transferred the Liquidation Proceeds and all other Assets of the Estate to the Liquidation Trust pursuant to the terms of the Liquidation Trust Agreement. A Liquidation Trustee acceptable to the Plan Proponents shall be appointed pursuant to the Liquidation Trust Agreement and shall be responsible for liquidating and administering the Trust Assets and for all distributions pursuant to the Plan. On the Effective Date, subject to approval of the Bankruptcy Court, the Liquidation Trustee shall become the appointed representative of the Estate in accordance with section 1123(b)(3) of the Bankruptcy Code, shall assume all liabilities of the Estate and shall pay such liabilities as provided under the Plan. Under the Liquidation Trust Agreement, the Liquidation Trustee shall report to, consult with, and generally be supervised by the Trust Oversight Committee, which shall consist of the current members of the Committee, and essentially be a continuation of the Committee after Confirmation. The members of the Trust Oversight Committee will serve without compensation, except for reimbursement of expenses. The Proponents also believe that the continuation of the Committee, as the Trust Oversight Committee under the Liquidating Trust Agreement, provides important continuity in terms of the legal work and investigation already conducted by the Committee and its attorneys with respect to the Debtor’s historical operations, the legal and factual basis for the assertion of claims against the D&O Insurance, and the pursuit of Avoidance Actions. The Liquidation Trustee can start to prepare for her takeover of the case prior to the Confirmation Hearing. While she would not start her services until such time as the Plan is confirmed, she can start to think through the issues that are involved, learn the history, and make suggestions for an efficient turnover of operations. The Liquidation Trustee can also engage in advance planning for which if any employees are necessary for the remaining activities, including avoidance action evidence, collections, and other issues that will arise in an organized wind-down of the Debtor. In contrast, if a trustee is appointed by the Court, there would not be the same opportunity to introduce the trustee to the issues remaining in the case until after his or her employment. If there were a gap in time while the trustee determines what is necessary, some of the remaining critical employees may not be available to work for the trustee. The court-appointed trustee would also have to take the time to seek authority to retain employees. The trustee would also need time to understand what assets are important to retain, such as the use of computer programs, server leases, and real property leases if necessary. While some of the costs to the estate of a Court-appinted trustee and a Liquidation Trustee would be similar, such as how much the trustee would be compensated; ultimately creditors will benefit by the continuity that the Liquidation Trustee can bring to this process. A full-text copy of the Disclosure Statement dated September 16, 2019, is available at https://tinyurl.com/yy2pu5cq from PacerMonitor.com at no charge. Attorneys for Committee is Michael A. Sweet, Esq., at Fox Rothschild LLP, in San Francisco, California. Attorneys for Debtor are Richard A. Lapping, Esq., at Trodella & Lapping LLP, in San Francisco, California; and Tracy Green, Esq., at Wendel, Rosen LLP, in Oakland, California. About Anka Behavioral Health In operation since 1973, Anka Behavioral Health, Inc. -- https://www.ankabhi.org/ -- is a 501(c)3 non-profit behavioral healthcare corporation. It offers crisis residential treatment, transitional residential treatment, and long-term residential treatment for children and adults experiencing a psychiatric emergency or behavioral crisis. Anka's residential-based facilities are located in Contra Costa, Alameda, Solano, Sonoma, Santa Clara, Fresno, San Luis Obispo, Santa Barbara, Ventura, Los Angeles, and Riverside Counties in California, and Tuscola County in Michigan. ANKA Behavioral Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-41025) on April 30, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case is assigned to Judge William J. Lafferty. The Debtor tapped Trodella & Lapping, LLP and Wendel, Rosen, Black & Dean, LLP as legal counsel; BPM LLP as financial advisor; and Donlin Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors on May 8, 2019. The committee is represented by Fox Rothschild LLP. ANNAGEN LLC: Seeks to Hire John M. Hyams as Co-Counsel ------------------------------------------------------ Annagen, LLC, t/a Netrepid, seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ the Law Offices of John M. Hyams, as co-counsel to the Debtor. Annagen, LLC requires John M. Hyams to assist the Debtor in preparing the Schedules and Statements required by the Bankruptcy Code, and perform such services as are customarily associated with the representation of the Debtor as Debtor-in-Possession. John M. Hyams will be paid at these hourly rates: Attorneys $350 Paralegals $120 to $150 The Debtor paid John M. Hyams a retainer of $15,000. Prior to the filing of the petition, the Firm received the amount $2,135, plus filing fee of $1,717, for a total of $3,852. John M. Hyams will also be reimbursed for reasonable out-of-pocket expenses incurred. John M. Hyams, founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. John M. Hyams can be reached at: John M. Hyams, Esq. LAW OFFICES OF JOHN M. HYAMS 2023 North Second Street Harrisburg, PA 17102 Tel: (717) 520-0300 About Annagen, LLC, t/a Netrepid Annagen, LLC ta Netrepid -- https://www.netrepid.com/ -- is a privately held corporation that provides colocation, infrastructure and application hosting services that work side by side with a large variety of industries including healthcare, financial, education, transportation and government to accelerate their technology evolution from the ground to the cloud. Netrepid is a Pennsylvania based business that operates a Data Center in Harrisburg, PA. Annagen, LLC, t/a Netrepid, based in Harrisburg, PA, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-03631) on Aug. 27, 2019. In the petition signed by Samuel D. Coyl, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Henry W. Van Eck oversees the case. Purcell, Krug & Haller serves as bankruptcy counsel. APPALACHIAN LIGHTING: Seeks to Hire Butzel Long as Special Counsel ------------------------------------------------------------------ Appalachian Lighting Systems, Inc., a/k/a Alled, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Butzel Long, PC as special counsel. Debtor is in need of the services of special legal counsel to provide business and legal consultation with respect to monetizing the intellectual property portfolio of Appalachian Lighting Systems, Inc. a.k.a. Alled. Butzel Long has agreed that it will be compensated for its services in accordance with one or more third-party funding agreements by and between Debtor, Butzel Long and each third-party funder which will provide that Butzel Long’s compensation shall be paid solely from such third-party funding and, to the extent additional legal fees are owed Butzel Long pursuant to such third party funding agreements, out of the proceeds received from each recovery obtained pursuant to the IP Monetization, all without recourse against Debtor or its estate. No member or employee of Butzel Long has any connection with Debtor or represents any interest adverse to Debtor or any other parties in interest, according to court filings. The firm can be reached at: Thomas G. Southard Butzel Long, PC 1909 K Street, NW Suite 500 Washington, DC 20006 Tel: (202) 454-2800 Fax: (202) 454-2805 Email: southard@butzel.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. APPLE STREET: Court Confirms 3rd Amended Chapter 11 Plan -------------------------------------------------------- Judge Joel T. Marker of the U.S. Bankruptcy Court for the District of Utah issued an order confirming the plan of Apple Street One Twenty, LLC. The Debtor is represented by T. Edward Cundick. Michael Johnson appeared on behalf of SABA55, LLC and Maghsood Abbaszadeh; and John Morgan appeared on behalf of the U.S. Trustee. The only objection to the Plan was resolved through amendments contained in the amended Plan. Class S1 shall comprise of the Allowed Secured Claim of the Tooele County Assessor to the extent secured through its pre-petition lien on Parcel 111200011, which constitutes a part of the property, in the amount of $2,390.53. The Reorganized Debtor must make payments commencing on the date that is 30 days after the effective date, and continuing on the same date of each successive month, in the amount of $46.22, continuing until 60 monthly payments have been made (such payments being enough to pay the Allowed Secured Claim in full with interest at the plan interest rate). The Reorganized Debtor shall use borrowed funds, or personal funds of Steve Walker, to pay all amounts needed under the plan to be paid as of the effective date. A copy of the third amended disclosure statement is available at: https://tinyurl.com/y44ftf7r from PacerMonitor.com. The Debtor is represented by: T. Edward Cundick, Esq. Clyde Snow & Sessions One Utah Center, 13th Floor 201 South Main Street Salt Lake City, UT 84111 Tel: (801) 322-2516 Fax: (801) 521-6280 Email: tec@clydesnow.com About Apple Street One Twenty Apple Street One Twenty, LLC describes its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 451 West Apple Street Grantsville, UT 84029. Apple Street One Twenty, LLC filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-28618) on November 16, 2018. The petition was signed by Steven Walker, managing member. Judge Joel T. Marker presides over the case. At the time of filing, the Debtor estimates $1 million to $10 million in both assets and liabilities. Adam S. Affleck, Esq. and T. Edward Cundick, Esq. at Prince, Yeates & Geldzahler is the Debtor's counsel. ASH RESTAURANT: Nov. 4 Plan Confirmation Hearing ------------------------------------------------ The Bankruptcy Court has issued an order conditionally approving the First Amended Disclosure Statement of Ash Restaurant Group, Inc., and scheduling the hearing on the Final Approval of First Amended Disclosure Statement and Confirmation of First Amended Plan of Reorganization for November 4, 2019 at 10:00 AM. Class 3 - General Unsecured Claims are impaired. The Allowed Amounts of the Class 3 General Unsecured Claims, including any post-Petition date interest Allowed under the Bankruptcy Code, will be paid in Cash, Pro Rata, from the remaining Sale Proceeds after payment in full of the Statutory Fees, the Class 1 Claim, if any, Administrative Claims and Class 2 Priority Tax Claims. Class 2 - Priority Tax Claims are impaired. Class 2 claims will be paid in full, in Cash, together with statutory interest pursuant to 11 U.S.C. Section 1129 (a)(9)(C) on the Effective Date or in equal and consecutive monthly installment payments in Cash equal in the aggregate to the respective Allowed Amounts of such Claims, with interest thereon at the applicable rate, over a period ending not later than five (5) years after the Petition Date absent the consent of the holders of Allowed Priority Tax Claims. Class 4 - Interests of Shareholders are impaired. Class 4 consists of the Interests of the shareholders in the Debtor which are not affected by the terms of the Plan. Any surplus funds remaining in the Estate after full payment of the Statutory Fees, Secured Claims, Administrative Claims, Priority Tax Claims and General Unsecured Claims and obligations will be paid to the shareholders, pro rata. The treatment and consideration to be received by holders of Allowed Interests in Class 4 shall be, subject to the terms hereof, in full settlement and final satisfaction of their respective Interests to the extent of the distributions provided for herein on account of such Interests. The Plan will be implemented through, and the Distributions contemplated to be made under the Plan will be funded by, the net proceeds received by the Debtor at the closing on the sale of substantially all of the its assets pursuant to the Order of the Bankruptcy Court entered on July 10, 2019 in the total amount of $221,657.961, plus the balance of the purchase price in the amount of $175,000.00 along with interest at the rate of 4.5 percent per annum payable on the first day of each and every month commencing on the first day of July, 2020 and continuing on the first day of each and every month thereafter until paid. A full-text copy of the First Amended Disclosure Statement dated September 19, 2019, is available at https://tinyurl.com/y48ym66m from PacerMonitor.com at no charge. Attorneys for Debtor: Jeffrey A. Reich, Esq. REICH REICH & REICH, P.C. 235 Main Street, 4th Floor White Plains, NY 10601 (914) 949-2126 jreich@reichpc.com About ASH Restaurant Group ASH Restaurant Group, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-22250) on Feb. 12, 2019, disclosing under $1 million in assets and liabilities. The Debtor is represented by Reich Reich & Reich, P.C. BARNEYS NEW YORK: Seeks to Hire Kirkland & Ellis as Counsel ----------------------------------------------------------- Barneys New York, Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their attorneys. Barneys requires Kirkland to: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. represent the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; g. advise the Debtors in connection with any potential sale of assets; h. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advise the Debtors regarding tax matters; j. take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and k. perform all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Kirkland's current hourly rates are: Partners $1,025-$1,795 Of Counsel $595-$1,705 Associates $595-$1,125 Paraprofessionals $235-$460 Joshua A. Sussberg, president of Joshua A. Sussberg, P.C., a partner of the law firm of Kirkland & Ellis LLP, attests that Kirkland is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Sussberg disclosed that the firms have not agreed to a variation of their standard billing arrangements for their employment with the Debtors, and that no professional at the firms has varied his rate based on the geographic location of the Debtors' bankruptcy cases. The attorney also disclosed that the firms represented the Debtors during the twelve-month period before the petition date using these hourly rates: Partners $965-$1,795 Of Counsel $575-$1,795 Associates $575-$1,065 Paraprofessionals $220-$440 Mr. Sussberg also disclosed that the Debtors have already approved the firms' budget and staffing plan for the period August 6, 2019 through November 6, 2019. The firm can be reached at: Joshua A. Sussberg Kirkland & Ellis LLP Kirkland & Ellis International LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com About Barneys New York Barneys New York -- https://www.barneys.com/ -- is a creative destination for modern luxury retail, entertainment and dining. Barneys is renowned for being a place of discovery for some of the world's leading designers, and for creating the most discerning edit across women's and men's ready-to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and home. Barneys' signature creativity and style comes to life through its innovative concepts and experiences, imaginative holiday campaigns, famed window displays, and exclusive activations. Barneys also operates its iconic restaurants, Freds at Barneys New York, serving an Italian-inspired and contemporary American menu within four of its flagship stores. Barneys New York, Inc., and four affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36300) in Poughkeepsie, N.Y. The cases are assigned to Judge Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. The Debtors tapped Kirkland & Ellis LLP as legal advisor, Houlihan Lokey as financial advisor, M-III Partners, L.P. as restructuring advisor, and Katten Muchin Rosenman LLP as conflicts counsel. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent. BARTLETT MANAGEMENT: Court Approves Disclosure Statement -------------------------------------------------------- The Amended Disclosure Statement of Bartlett Management Services, Inc., et al., is approved. November 5, 2019, at 10:00 a.m., is fixed for the hearing on confirmation of the Amended Joint Consolidated Chapter 11 Plan of Liquidation. The hearing will be held at the United States Courthouse, 600 E. Monroe St., Room 232, Springfield, IL 62701. October 30, 2019, is fixed as the last day for filing and serving written objections to the Amended Joint Consolidated Chapter 11 Plan of Liquidation. All Allowed claims entitled to priority under Section 507(a)(4) of the Bankruptcy Code shall either (i) be paid by the Debtors in full, in cash, upon the later of the Effective Date, or the date on which such claim is allowed or (b) receive such other treatment as is agreed to by the holder of the Class 1 Claim and the Debtors. In full satisfaction of Heartland's Secured Claim, Heartland has agreed to accept: (a) $2.4 million in cash to be paid to Heartland by the Debtors on or prior to the effective date and (b) the Heartland Portion of the excess cash, to be paid to Heartland as soon as practicable after the amount of Excess Cash is determined following the Effective Date. The primary purpose of the Plan is to maximize the value of the assets of Debtors for the benefit of the Estates and their creditors by distributing the remaining assets of the Debtors to creditors in accordance with the provisions of the Plan. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y24oomxp from PacerMonitor.com. The Debtors are represented by: Jonathan A. Backman, Esq. Law Office of Jonathan A. Backman 117 N Center St Bloomington, Illinois 61701 Tel: (309) 820-7420 Fax: (309) 820-7430 Email: jbackman@backlawoffice.com About Bartlett Management Services Bartlett Management Services, Inc., Bartlett Management Indianapolis, Inc., and Bartlett Management Peoria, Inc., owned 33 current franchises of KFC Corporation, the franchisor of the Kentucky Fried Chicken quick-services restaurant chain that provides a diverse menu of chicken and related side dishes and desserts. As of Feb. 28, 2018, Bartlett are operating 32 locations, 28 of which are leased. Bartlett Management Services and its affiliates sought Chapter 11 protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5, 2017. The Debtors have sought joint administration of the cases under Case No. 17-71890. In the petitions signed by Robert E. Clawson, president, Bartlett estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Mary P. Gorman oversees the cases. The Law Office of Jonathan A. Backman serves as bankruptcy counsel to the Debtors. The Debtors tapped Valenti Florida Management, Inc., as accountant and financial advisor; Steven A. Nerger of Silverman Consulting, Inc., as chief restructuring officer; and Equity Partners HG LLC as its investment banker and business broker. On Jan. 8, 2018, the Office of the United States Trustee appointed an unsecured creditors' committee in each of the three cases. On Jan. 19, 2018, counsel filed appearances on behalf of all three committees. Goldstein & McClintock LLLP is representing the committees. BARTLETT MANAGEMENT: Litigation Proceeds to Vest in Creditor Trust ------------------------------------------------------------------ Bartlett Management Services, Inc., Bartlett Management Indianapolis, Inc. and Bartlett Management Peoria, Inc. filed with the U.S. Bankruptcy Court for the Central District of Illinois, Springfield Division, filed an an amended disclosure statement explaining their joint chapter 11 plan of liquidation. To the extent that any proceeds of such Cause of Action remain after payment of Allowed Administrative Claims, such remaining proceeds shall be transferred to and shall vest in the Creditor Trust for distribution to the beneficiaries of the Creditor Trust according to their respective beneficial interests in the Creditor Trust Assets. In the event of a tie in the voting on any issue, then the Debtors' current counsel, Jonathan Backman, will cast the tie-breaking vote. In doing so, however, Mr. Backman will not necessarily be acting as a representative of the Reorganized Debtor (such that his position as tie-breaker may continue after the Debtors and the Reorganized Debtor are dissolved), and will cast his vote in his sole discretion upon taking into consideration, among other things, the Creditor Trust's principal goal of maximizing the distribution to unsecured creditors, including the unsecured creditors generally as well as Heartland, with its limitation on its right to participate in the initial distribution(s) of the Creditor Trust's assets. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y24oomxp from PacerMonitor.com. The Debtors are represented by: Jonathan A. Backman, Esq. Law Office of Jonathan A. Backman 117 N Center St Bloomington, Illinois 61701 Tel: (309) 820-7420 Fax: (309) 820-7430 Email: jbackman@backlawoffice.com About Bartlett Management Services Bartlett Management Services, Inc., Bartlett Management Indianapolis, Inc., and Bartlett Management Peoria, Inc., owned 33 current franchises of KFC Corporation, the franchisor of the Kentucky Fried Chicken quick-services restaurant chain that provides a diverse menu of chicken and related side dishes and desserts. As of Feb. 28, 2018, Bartlett are operating 32 locations, 28 of which are leased. Bartlett Management Services and its affiliates sought Chapter 11 protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5, 2017. The Debtors have sought joint administration of the cases under Case No. 17-71890. In the petitions signed by Robert E. Clawson, president, Bartlett estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Mary P. Gorman oversees the cases. The Law Office of Jonathan A. Backman serves as bankruptcy counsel to the Debtors. The Debtors tapped Valenti Florida Management, Inc., as accountant and financial advisor; Steven A. Nerger of Silverman Consulting, Inc., as chief restructuring officer; and Equity Partners HG LLC as its investment banker and business broker. On Jan. 8, 2018, the Office of the United States Trustee appointed an unsecured creditors' committee in each of the three cases. On Jan. 19, 2018, counsel filed appearances on behalf of all three committees. Goldstein & McClintock LLLP is representing the committees. BELLRING BRANDS: S&P Assigns 'B' ICR; Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to BellRing Brands Inc., which is planning to issue first-time public equity for approximately 20% ownership stake of the borrower, BellRing Brands LLC. Post Holdings Inc. will remain the majority owner of the borrower with an approximate 80% stake. BellRing is capitalizing its balance sheet with a proposed $200 million senior secured revolving credit facility ($15 million drawn at close) due in 2024 and a proposed $820 million senior secured term loan B due in 2026. S&P assigned a 'B' issue-level rating to the proposed senior secured credit facilities with a '3' recovery rating, assuming the proposed IPO is successful. BellRing is a sizable competitor with almost $1 billion sales in the convenient nutrition and meal replacement categories. Its leading brand, Premier Protein, represents 77% of sales, with 94% of that coming from one product, its ready-to-drink (RTD) protein shake. The brand is primarily sold through the club channel, which represents 63% of the total company sales and 78% of Premier's sales. Furthermore, there is similar concentration with its No. 1 club customer. Despite its size, S&P believes events such as the loss of its major customer or a product recall in Premier Protein RTD portfolio could be highly detrimental to the overall company. BellRing also produces products under the Dymatize and PowerBar brands, for which organic revenue is declining. Dymatize largely consists of protein powders targeting weightlifting and fitness enthusiasts. This brand is largely sold through the specialty channel, which faces double-digit percentage declines because of market share losses to e-commerce. BellRing is trying to offset this with further e-commerce penetration, which led to positive trailing-12-months June sales growth. PowerBar is a long-tenured brand that targets a wide variety of consumers, but fell out of favor given the many options on the bar aisle. Although in a steady decline over the last several years, it is primarily an international brand for the company. The stable outlook reflects S&P's expectation for BellRing to continue to increase revenues in the high-single-digit percentages while generating at least $50 million of FOCF. It expects leverage of 4.5x-5x over the next 12 months. "We could lower the ratings if we forecast leverage sustained over 6x. We believe this could occur if BellRing loses its largest customer, loses market share to new entrants in its categories, or makes a large, debt-financed acquisition," S&P said. "While unlikely within the next year, we could raise the ratings if the company significantly diversifies its business mix with new products, brands, customers, and channels, sustaining leverage well below 5x. This would substantially reduce its reliance on one key customer and Premier Protein shakes," the rating agency said. BERLEY ASSOCIATES: Unsecureds to be Paid in Full Over 5 Years ------------------------------------------------------------- Berley Associates, Ltd. filed with the U.S. Bankruptcy Court for the District of New Jersey a disclosure statement explaining its second modified plan of reorganization. Pazzo Pazzo, Inc. and Berley Associates, Ltd. are Debtors in chapter 11 bankruptcy cases. The Class 3 Claims consist of all Allowed General Unsecured Claims against the Berley Debtor, except for the Lenox Hill Claim. The Class 3 Claims will be paid equal quarterly principal and interest payments at the interest rate starting on the first day of the first month succeeding the effective date over 5 years. The Lenox Hill Claim is based on Lenox Hill alleging that Berley entered into an agreement assuming liabilities owed by other entities. The Administrative Claims will consist primarily of the outstanding amounts owing to the Chapter 11 counsel of Berley, which Berley expects will approximate $100,000 if confirmation is contested. The money necessary for funding this Plan will be derived from an unsecured loan from USLR and Lawrence S. Berger to Berley in accordance with the terms of the commitment letter. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y3ogng5e from PacerMonitor.com. The Debtors are presented by Morris S. Bauer of Norris McLaughlin, P.A. About Pazzo Pazzo, Inc. Pazzo Pazzo Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-13516) on Feb. 23, 2018, estimating under $1 million in assets and liabilities. Lawrence Berger, Esq., at Berger & Bornstein, LLC, is the Debtor's counsel. BLACKJEWEL LLC: "Hot Goods" Issue at Sold Pax Mine Resolved ----------------------------------------------------------- Attorneys for Blackjewel, L.L.C., reported to the U.S. Bankruptcy Court for the Southern District of West Virginia that they have resolved with the United States Department of Labor and Contura Energy, Inc., the "hot goods" issue raised by the DOL with respect to coal located at the Pax Mine. The Debtors' counsel, Joe M. Supple, Esq., at SUPPLE LAW OFFICE, PLLC, however, notes that the resolution though does not include to the "hot goods" claims prosecuted by the DOL in connection with the coal located in Harlan County, Kentucky and Raven and Honaker, Virginia. Those claims are the subject of separate, pending litigation before the Court and other courts. Sale of Pax Mine On Aug. 30, 2019, the Court entered an order authorizing the Debtors to sell to Contura the Pax Assets, including the Pax Mine. In connection with the sale of the Pax Assets, the DOL informed the Debtors that it was the DOL's position that the Debtors failed to make certain payments to the employees working at the Pax Mine, in violation of the minimum wage and overtime provisions of the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. Sec. 201, et seq. during the period of June 10, 2019 through July 1, 2019. Because these wages were not paid, the DOL alleged that certain coal located at the Pax Mine was considered "hot goods" under the Act. According to a Sept. 19, 2019 filing by Blackjewel, the Debtors, the DOL and Contura entered into good faith negotiations to resolve the issues raised by the DOL and reached an agreement documented in a consent judgment which resolved the issues in large part, by the Debtors agreeing to pay the back wages of the Pax employees and being reimbursed for such wages by Contura as part of the closing of the Pax sale. More specifically, pursuant to the Consent Judgment, the Debtors agreed to pay the amount of $175,529 in past due wages to certain past and current employees at the Pax Mine. The amount is comprised of the payroll due for days of unpaid work, including the net pay and certain applicable tax withholdings and employee benefit contributions related to the payroll period. In turn, Contura agreed, upon the closing of the sale of the Pax Assets to reimburse the Debtors the Paid Employee Amount. On Sept. 13, 2019, the Debtors issued checks to the relevant employees for the employees' net pay, and subsequently remitted the associated taxes and withholdings that comprise the Paid Employee Amount. On Sept. 16, 2019, the DOL filed the Complaint and the Consent Judgment with the United States District Court for the Southern District of West Virginia. The parties are awaiting the entry of the Consent Judgment by the District Court. On Sept. 17, 2019, the Debtors and Contura closed the sale of the Pax Assets and Contura reimbursed the Paid Employee Amount to the Debtors. The Debtors' payment of the back wages "cooled" the alleged "hot goods" coal at the Pax Mine for the period between June 10, 2019 and July 1, 2019, and the Debtors closed the sale of the Pax Assets, including the subject coal with the permission of the DOL. By virtue of Contura's reimbursement of the back wages, on a net basis, no estate funds were used to pay the back wages. About Blackjewel L.L.C. Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel estimated $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on an official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BRADLEY INVESTMENTS: Seeks to Hire Alicia Spencer as Accountant --------------------------------------------------------------- Bradley Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire an accountant and bookkeeper. In an application filed in court, the Debtor proposed to employ Alicia Cochran Spencer, a certified public accountant, to assist in preparing monthly and quarterly reports, supporting reports for the filing of income tax returns, and additional financial records required to evaluate and monitor its business activities. The Debtor will pay Ms. Spencer an hourly fee of $75 for her services. Ms. Spencer disclosed in court filings that she neither holds nor represents any interest adverse to the Debtor and its creditors. Ms. Spencer maintains an office at: Alicia Cochran Spencer 11 Admiral Farragut Way Spanish Fort, AL 36527 About Bradley Investments Bradley Investments, Inc., which conducts business under the name Timbercreek Golf Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 19-12908) on Aug. 22, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Henry A. Callaway. The Debtor is represented by Irvin Grodsky, Esq., at Grodsky and Owens. BRADLEY INVESTMENTS: Seeks to Hire Ted Langley as Accountant ------------------------------------------------------------ Bradley Investments, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire an accountant. In an application filed in court, the Debtor proposed to employ Ted Langley, a certified public accountant, to prepare income tax returns, reports and financial records required to evaluate and monitor its business activities. The Debtor will pay the accountant an hourly fee of $150 for his services. Mr. Langley disclosed in court filings that he neither holds nor represents any interest adverse to the Debtor and its creditors. Mr. Langley maintains an office at: Ted Langley 30941 Mill Lane G299 Spanish Fort, AL 36527 About Bradley Investments Bradley Investments, Inc., which conducts business under the name Timbercreek Golf Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 19-12908) on Aug. 22, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Henry A. Callaway. The Debtor is represented by Irvin Grodsky, Esq., at Grodsky and Owens. BRAND BRIGADE: Hires Shore Law Offices as Special Counsel --------------------------------------------------------- Brand Brigade, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Shore Law Offices, as special litigation advisory counsel to the Debtor. Brand Brigade requires Shore Law Offices to: (1) object to the proof of claim filed by Mazyar Kazerooni with the Superior Court of California, County of Los Angeles, captioned as Mazyar Kazerooni v. Jimmy Y. Wang et al., Case No. BC706460; and (2) provide advice, information, and assistance to the Debtor and its general bankruptcy counsel as it relates to Kazerooni's claims asserted in the Superior Court Action and such other litigation matters as may need to be addressed in the case, such as counterclaims, or other affirmative claims that the Debtor may have against Kazerooni. Shore Law Offices will be paid at the hourly rate of $500. Shore Law Offices will be paid a retainer in the amount of $25,000. Shore Law Offices will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Shore, partner of the Shore Law Offices, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Shore Law Offices can be reached at: Michael D. Shore, Esq. SHORE LAW OFFICES 270 North Canon Drive, 3rd Floor Beverly Hills, CA 90210 Tel: (310) 278-7600 Fax: (310) 273-2613 E-mail: mshore@shorecal.com About Brand Brigade Based in Anaheim, Calif., Brand Brigade LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-16397) on May 31, 2019, listing under $1 million in both assets and liabilities. Jeffrey S. Kwong, Esq., at Levene Neale Bender Yoo & Brill LLP, is the Debtor's bankruptcy counsel. Shore Law Offices is the special litigation advisory counsel. BULK EXPRESS: Sept. 26 Auction of Tractors & Trailers Set --------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey authorized Bulk Express Logistics, Inc. to conduct a public auction sale of the tractors and trailers identified on Exhibit A on Sept. 26, 2019 at 11:00 a.m. at 200 Helen Street, South Plainfield, New Jersey. The Debtor, be and is authorized to consummate the sale of each of the Sale Items to the highest and best bidder(s) and to reserve the right to consummate the sale to the second highest bidder(s), in the event that the initial bidder(s) will default and fail to close; and to reject any bid below a minimum bid established by the auctioneer and the Debtor to be established at or before the auction date. The Sale Items which are the collateral of Mercedes-Benz Financial Services USA, LLC will not be sold for less than the outstanding balance due to Mercedes-Benz Financial Services USA, LLC on its perfected security interests (including its reasonable attorneys’ fees as agreed to by the parties or fixed by the Court ) without the consent of Mercedes. Mercedes will provide the Debtor's counsel the amounts due on the Mercedes Sale Items no less than 24 hours prior to the Auction. The Debtor reserves all rights to challenge the attorneys' fees of Mercedes and at closing will disburse the outstanding balance due to Mercedes on its secured claims for each Mercedes Sales Item sold, but in its discretion may withhold that portion of the Mercedes claim(s) relating to attorney fees until mutual resolution or further Court Order. At the Auction, Mercedes may credit bid its secured debt (including attorneys' fees of $3,500 per each Mercedes Sales Item) pursuant Section 363(k). Mercedes will provide executed titles for each Mercedes Sales Item to the law firm of Hellring, Lindeman Goldstein & Siegal, LLP which titles will be held in escrow by the Escrow Agent. Upon receipt of the sale proceeds of each Mercedes Sales Item, the Escrow Agent will simultaneously disburse the sales proceeds to Mercedes and be deemed authorized to release the title(s) as directed by the Debtor's counsel. In the event that the Mercedes Sales Items are not sold at auction then the Escrow Agent will return the titles to Mercedes within 10 days after the Auction. The sale may be consummated without further Order of the Court. The sale will be free and clear of liens, claims, and encumbrances with valid liens, claims, and encumbrances, if any, to attach to the proceeds. Other than as set forth, at the closing on the sale of each Sale Item, the Debtor will satisfy from the closing proceeds for the Sale Item the outstanding balance due to any secured lender that has perfected its security interest on the motor vehicle in question, such that no valid lien will remain on the proceeds. The Debtor be and is hereby authorized to pay the expenses for the rental of the property (with insurance) where the Sale Items will be stored pending sale and where the sale will be conducted of $2,500 per week from the proceeds of sale upon receipt of same. The Debtor be and is authorized to execute any and all documents as may be necessary in its discretion to consummate the sale. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Bulk_Express_319_Sales.pdf About Bulk Express Logistics Headquartered in Monroe Township, New Jersey, Bulk Express Logistics, Inc. -- http://www.bulkexpressloqistics.com/-- is a privately held company that provides trucking and warehousing services. Bulk Express filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 17-24308) on July 14, 2017, listing $1.97 million in total assets and $4.51 million in total debt as of July 12, 2017. The petition was signed by Charlene M. Barnett-Lombard, its president. Bulk Express sought and obtained joint administration of its case with the Chapter 11 case of Robert A. Lombard, Jr., and Charlene M. Barnett-Lombard (Bankr. D.N.J. Case No. 17-23949). Judge Christine M. Gravelle presides over the Debtors' cases. Richard Honig, Esq., at Hellring, Lindeman, Goldstein & Siegal LLP, serves as Bulk Express' bankruptcy counsel. Gary N. Marks, Esq., at Norris, McLaughlin & Marcus, P.A., serves as counsel to Charlene M. Barnett-Lombard, and Robert A. Lombard Jr. C3 VENTURES: $95K Sale of All Restaurant Assets to Kanz Approved ---------------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida authorized C3 Ventures, LLC's private sale of substantially all restaurant furniture and equipment to Kanz, LLC for $95,000. The sale is free and clear of any and all liens, claims, encumbrances. Notwithstanding the provisions of Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. The Buyer will be acting in good faith in consummating the sale at any time following entry of the Order, and cause has been shown as to why the Order should not be subject to the stay provided by Bankruptcy Rule 6004(h). Upon entry of the Order, the Lease will be assumed and assigned to the Buyer under Sections 365(a) and (f) of the Bankruptcy Code. Upon assignment, the Buyer will be deemed current under the Lease and the Debtor and, except as set forth below, all current guarantors under the Lease will be relieved of all future obligations thereunder. On the closing date, (a) Faycal Ezzine, the managing member of the Buyer, will execute an unconditional personal guaranty of all of the Buyer’s obligations under the Lease in a form approved by the Landlord; and (b) the Debtor's managing members Andrew Rabinovich and Greg Rabinovich will execute an amendment to their existing Guaranty, limiting their guaranty of the Buyer's obligations under the Lease to 12 months of the obligations set forth in their existing Guaranty. However, in the event of a default, the security deposit previously provided to the Landlord by Debtor will first be applied to any amounts owed by Andrew Rabinovich and Greg Rabinovich. At closing, the Debtor will deposit $50,000 from the purchase price into the trust account of Hoffman, Larin & Agnetti, P.A. pending a ruling by the Court on the amount necessary to cure the Lease pursuant to Section 365(a) of the Bankruptcy Code. Upon entry of an Order determining the cure amount, Hoffman, Larin & Agnetti, P.A. will remit the cure amount to the Landlord. The sale and the assumption and assignment provided by the Order will survive dismissal or conversion of the Debtor's bankruptcy case. The Court will retain jurisdiction over the parties in the event the Debtor, Andrew Rabinovich, Greg Rabinovich, the Landlord, Faycal Ezzine and/or the Buyer are unable to agree upon the form of the documents assigning the Lease and the Guarantees. About C3 Ventures LLC C3 Ventures, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-14200) on March 29, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael S. Hoffman, Esq., at Hoffman Larin & Agnetti, P.A. CALUMET SPECIALTY: S&P Alters Outlook to Positive, Affirms B- ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Calumet Specialty Products Partners L.P. (Calumet) and its 'B-' issue-level rating on Calumet's existing 2021, 2022, and 2023 unsecured notes. The recovery rating remains '4'. S&P will withdraw the ratings on the 2021 notes once they have been fully repaid. At the same time, S&P assigned a 'B-' issue-level and '4' recovery rating to the new $550 million senior unsecured notes due 2025, which Calumet is planning to issue to use the proceeds, along with cash on hand, to redeem its existing $900 million 2021 unsecured notes. The positive outlook reflects S&P's view that it could upgrade Calumet Specialty Products Partners L.P. (Calumet) over the next 12 months if credit measures and operating performance continue to improve as it furthers its focus on higher-margin specialty chemical products and benefits from cost savings initiatives, resulting in S&P-adjusted leverage measures sustained at around 5.0x. The outlook revision also incorporates the company's proposed new senior unsecured notes, which will be used, along with cash and the asset-based lending (ABL) facility, to redeem its existing notes due 2021. As of June 30, 2019, Calumet had $810 million outstanding of its 2021 notes. The positive outlook reflects S&P's view that Calumet will continue to focus on growing profitability through its cost savings program and continued focus on the higher-margin specialty chemicals business, which is less volatile than the refining business. S&P expects the company's specialty products segment will continue to produce relatively stable cash flow, and that the fuel products segment will continue to have weaker profitability because of relatively low Gulf Coast 2/1/1 crack margins (two represents the number of barrels of crude oil, one represents the number of barrels of gasoline, and one represents a the number of barrels of distillate fuel oil, used for hedging purposes) and renewable identification number (RIN) costs. The rating agency expects the company's sources of liquidity to exceed its uses by more than 1.2x over the next 12 months and although leverage could drop below 5x intra quarter, S&P adjusted leverage is expected to remain between 5.0x and 6.0x. "We could take a negative rating action over the next 12 months if Calumet's credit metrics weaken such that adjusted debt to EBITDA rises above 6x on a sustained basis, possibly because it cannot pass through higher crude oil prices or weaker crack spreads than our current expectation, which negatively affects margins," S&P said, adding that it could also take a negative rating action if the company's financial policies become more aggressive, such that the company pursues material debt-funded shareholder rewards. "We could raise the rating within the next year if we believe the company will maintain debt to EBITDA approaching 5x while maintaining adequate liquidity. In addition to this quantitative measure, the fact that the company's EBITDA is now primarily driven by the specialty chemicals business, which we view has less volatile than refining, could also contribute to a rating change," S&P said. Other factors that could result in an upgrade include further improvement in crack margins and success in reducing costs and streamlining operations while maintaining strong margins in the specialty chemicals business. In addition, given the company's past divestitures of fuel assets, if it sold additional fuel assets and used the proceeds to reduce debt, this could lead to a positive rating action, according to the rating agency. CARGO WORKSHOP: Unsecureds to Get Payments in 3 Years ----------------------------------------------------- Cargo Workshop Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a second amended disclosure statement explaining the small business chapter 11 plan of Cargo Wokshop Inc. The Debtor has placed its general unsecured creditors in one class. This class will receive a distribution from a plan fund of $36,000.00, to be funded by the Debtor over a period of 36 months plus amounts collected from pre-petition receivables. The Debtor estimates that unsecured creditors will receive a distribution of 12.18% of their claim if zero receivables are collected and that the distribution will be 25.72% with receivables. Payments and distributions under the Plan will be funded by a $15,000.00 contribution by the Debtor's principals Javier Carcamo and Dylan Gould to be paid from their personal funds which will be used to fund the administrative expenses of the case. A full-text copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/y4fwvwjx from PacerMonitor.com at no charge. The Debtor is represented by: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. Morrison Tenenbaum PLLC 87 Walker Street, Floor 2 New York, New York 10013 Tel: (212) 620-0938 Fax: (646)390-5095 About Cargo Workshop Cargo Workshop Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-42124) on April 9, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC. CD HALL LLC: $2.2M Sale of Las Vegas Property to LV Approved ------------------------------------------------------------ Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada authorized CD Hall, LLC's sale of the real property generally located at 5348 North Rainbow Boulevard, Las Vegas, Nevada, and identified by the Clark County Assessor as APN 125-35-201-020, to LV Capital Fund, LLC for $2.2 million, pursuant to the terms and conditions of their Commercial Purchase Agreement and Escrow Instructions. A hearing on the Motion was held on Sept. 20, 2019 at 9:30 a.m. (PT). The sale is free and clear of any and all liens, claims, or encumbrances held by Clearinghouse Community Development Financial Institution, the Department of Revenue, the Internal Revenue Service, and Donna Canada, without the need for any reconveyance or other instrument from Clearinghouse, the IRS, or Canada. Through escrow and upon closing of the sale, the Debtor is authorized to distribute from the proceeds of the sale for the payment of expenses, reimbursements, and minor encumbrances, including without limitation broker's fees, recordation fees, escrow fees, and other customary costs and fees associated with closing the sale, as provided in the Agreement. The Debtor may take all such actions and make such payments without further order of the Court. Through escrow and upon the closing of the sale, the Debtor is authorized to distribute from the proceeds of the sale funds sufficient to satisfy the Clearinghouse Claim, as such is set forth in the Order. Through escrow and upon the closing of the sale, after satisfaction of all costs of closing and after payment of the Clearinghouse Claim, the Debtor is authorized to distribute the remaining proceeds of the sale to the IRS in full or partial payment of the IRS Claim, as such is set forth. The other terms of the sale are as specified in the Agreement and the Sale Motion. Pursuant to 11 U.S.C. Section 1146(a) and the Order confirming the Debtor's First Amended Plan of Reorganization, the transfer of the Real Property to the Buyer pursuant to this Order will not be subject to any stamp tax, transfer tax, or other similar tax or governmental assessment in the United States of America, and any and all appropriate state or local governmental officials or agents are directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such tax or governmental assessment. Pursuant to 11 U.S.C. Section 363(b), the Debtor is authorized to enter into that certain Single-Tenant Office/Industrial Triple Net Lease, the terms of which are approved. The Court approved (i) the Clearinghouse Stipulation; (ii) the IRS Stipulation; and (iii) the Canada Stipulation. Pursuant to 11 U.S.C. Section 1127(b), the Plan is modified as follows: a. Clearinghouse will have an allowed claim to the extent of its debt, less $728 in voluntary forgiveness of certain fees, and such claim will be paid from the available proceeds of the sale of the Real Property, as authorized in the Order. b. The IRS will have an allowed claim in the amount of $300,964, which shall, in the first instance, be paid from remaining available proceeds of the sale of the Real Property, after satisfaction of all costs of closing and after payment of the Clearinghouse Claim, as authorized. Should the IRS Proceeds be insufficient to pay the IRS Claim in full, the Debtor will pay the IRS over time on the remainder of the IRS Claim, with the IRS Deficiency Claim to be paid through 12 equal monthly payments, and with such payments commencing 30 days following closing of the Sale and continuing monthly thereafter. c. In full and final satisfaction of all amounts owed by the Debtor to Canada, including without limitation the amounts reflected by the proof of claim filed by Canada, Canada will receive a one-time payment of $182,500, delivered to Canada on or before the same day as the close of the Sale, via wire transfer pursuant to written instructions to be provided by Canada, as authorized. Pursuant to 11 U.S.C. Section 1127(b), the Debtor's Plan, as modified in the Order, is confirmed, effective immediately upon entry of the Order. The Debtor is authorized to distribute funds from the Debtor's DIP bank account sufficient to pay the Canada Claim immediately upon entry of the Order. Pursuant to 11 U.S.C. Sections 327 and 330, the compensation payable to General Realty Group, Inc., as initially granted in the Order authorizing the Agent's employment and compensation as the Debtor's real estate profession, is modified as follows: (i) upon closing of the sale of the Property, Agent will be entitled to a total commission of 6% of the gross sales price of the Real Property; (ii) $97,500 of Agent's commission will be paid through escrow upon the closing of the sale of the Real Property; (iii) $34,5000 of Agent's commission will be deferred, and this deferred amount will be paid through 12 monthly payments of $2,000, a final monthly payment of $10,500, and with payments to commence 30 days following the actual closing of the sale of the Real Property. Irrespective of any stay imposed by the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure, including without limitation the 14-day stay of effectiveness imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will become effective immediately upon its entry. About CD Hall LLC C.D. Hall LLC, owner of a child day care center in Las Vegas, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-13058) on May 25, 2018, four years after seeking bankruptcy protection (Bankr. D. Nev. Case No. 13-20032) on Nov. 29, 2013. In the petition signed by Jhonna Diller, managing member, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. The Hon. Laurel E. Babero oversees the case. The Debtor is represented by Ryan A. Aanderson, Esq., at Andersen Law Firm, Ltd. CHESAPEAKE ENERGY: S&P Cuts Rating on 8% Sr. Notes Due 2025 to 'D' ------------------------------------------------------------------ S&P Global Ratings lowered the rating on Oklahoma City-based Chesapeake Energy Corp.'s 8% senior notes due 2025 to 'D' from 'B+'. At the same time, S&P placed the 'B+' senior unsecured and 'CCC+' preferred stock ratings on issues that have not previously been subject to an exchange on CreditWatch with negative implications. The 'SD' issuer credit rating is unaffected. The downgrade and CreditWatch placements follow the announcement that Chesapeake has entered into additional equity for debt exchanges that S&P views as a selective default. The company announced that between Sept. 13 and Sept. 18, 2019, it entered into equity for debt exchanges on its 8% senior notes due 2025 ($55 million exchanged), 5.5% senior notes due 2026 ($30 million), and 8% senior notes due 2027 ($60 million). On a combined basis, S&P estimates the exchanges were made at $0.80-$0.85 on the dollar. S&P views these transactions as distressed based on the discounted trading levels of the securities before the announcement, the company's upcoming maturity schedule (about $600 million maturing in 2020 and 2021), high debt levels, and the rating agency's expectation that the company will outspend operating cash flows over at least the next two years. S&P notes that, as part of an earlier exchange, the ratings on the 2026 and 2027 notes are already 'D'. "The CreditWatch placements on the company's senior unsecured debt and preferred stock reflect the potential that we could rate the issuer credit rating below 'B+' when it is reassessed, resulting in lower issue ratings," S&P said. Its reassessment will include the benefits from the debt repayment following the exchanges, potential for further debt exchanges, as well as the impact on cash flows from the weak natural gas price environment and volatility in crude oil prices. "We expect to review the company and its capital structure once we believe no further transactions we could view as distressed will occur," S&P said. COOPER'S HAWK: Moody's Assigns B3 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned first-time new issuer ratings for Cooper's Hawk Intermediate Holding, LLC, including a B3 Corporate Family Rating and B3-PD Probability of Default Rating. In addition, the company's senior secured first lien credit facilities were also rated B3, including its new $225 million 7-year term loan B and $35 million 5-year revolver. The outlook is stable. Proceeds from the planned debt offering will be used to refinance an existing bridge loan issued by private equity sponsor Ares Management, which along with a sizable equity contribution, funded the July 2019 acquisition of Cooper's Hawk. Cooper's Hawk founder and CEO Tim McEnery rolled a portion of his equity stake and will remain CEO of the company. "Cooper's Hawk is growing its topline and profitability at a solid pace by leveraging its position as one of the first movers in the nascent restaurant/wine club space. The company owns and controls the largest wine club in the United States, which drives significant traffic to its restaurants, as almost all members pick up their monthly bottle allotment on location, with the majority also either staying for dinner or purchasing more wine" said Moody's Vice President and lead analyst for the company, Brian Silver. "However, Cooper's Hawk is still a relatively small company and has limited geographic diversification amongst its less than 50 locations. The company also has high Moody's adjusted debt-to-EBITDA of 8.1 times, and although the company will deleverage via EBITDA growth, its free cash flow will be constrained by its ongoing expansion initiatives, which Moody's espects would be deferred and/or cancelled if necessary to conserve cash", continued Silver. Assignments: Issuer: Cooper's Hawk Intermediate Holding, LLC Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st Lien Term Loan B, Assigned B3 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: Cooper's Hawk Intermediate Holding, LLC Outlook, Assigned Stable RATINGS RATIONALE Cooper's Hawk's B3 CFR is supported by its small size relative to its rated restaurant peers, with annual revenue of less than $350 million, its high financial leverage of approximately 8.1 times Moody's-adjusted debt-to-EBITDA for the twelve months ended July 3, 2019, as well as Moody's expectation that leverage will remain above 7 times over the next 12-18 months. The company also has limited geographic diversification, and its new restaurant openings involve execution risk and material capital outlays that will constrain free cash flow for the foreseeable future. Cooper's Hawk is susceptible to discretionary consumer spending patterns and regional economic factors, and the company's majority owner is a private equity firm, which could lead to more aggressive financial policy over time. The company also has an adequate liquidity profile. However, Cooper's Hawk benefits from its position as one of the first movers with multiple locations in the nascent restaurant/wine club space, and Moody's expectation for continued organic topline and profitability growth over the next few years. Cooper's Hawk also benefits from its wine club, which is the largest in the US and accounts for about 25% of the company's total revenue. It also enhances topline visibility and bolsters restaurant traffic considerably due to the very high rate of customer in-store pickup. The company has solid same store sales growth trends, and maintains a diverse customer base and broad appeal among varying demographics. Preliminary terms in the company's first lien credit agreement indicate that Cooper's Hawk can incur incremental facilities of up to the greater of $37.2 million or consolidated pro forma adjusted EBITDA as defined over the prior four quarter period plus some ratio based incremental incurrence. It also permits the designation of unrestricted subsidiaries and the transfer of assets to unrestricted subsidiaries up to the negotiated basket amounts. The credit agreement also requires that guarantors be wholly-owned subsidiaries, and guarantees may be released if subsidiaries cease to be wholly-owned. In addition, the asset-sale proceeds prepayment requirement has leverage-based step-downs, and is eliminated if the first lien net leverage ratio is at least one turn below the closing date first lien net leverage ratio. The stable outlook reflects Moody's view that Cooper's Hawk will continue to grow its total revenue in excess of 10% over the next 12-18 months while same store sales are sustained in the mid-to-high single digit range. As a result, the company is expected to gradually deleverage by about half a turn a year, largely from EBITDA growth. The ratings could be upgraded if the company continues to increase its size and scale, debt-to-EBITDA approaches 5.75 times, EBIT-to-interest is sustained above 1.5 times, and free cash flow-to-debt exceeds 2.5%. Alternatively, the ratings could be downgraded if there is sustained weakness in same store sales, the company fails to deleverage below 7 times debt-to-EBITDA over the next 12-18 months, or EBIT-to-interest is sustained below 1 time. Also, if the company exercises increasingly aggressive financial policies or its liquidity profile weakens for any reason, the ratings could be downgraded. The principal methodology used in these ratings was Restaurant Industry published in January 2018. Cooper's Hawk Intermediate Holding, LLC is an experiential concept restaurant chain that also features the largest wine club in the US. The company currently operates 40 restaurants, which also serve as the primary pickup location for recurring monthly wine purchases by its wine club members. Cooper's Hawk was established in 2005 by founder and CEO Tim McEnery, and was purchased by Ares Private Equity Group in July 2019. Cooper's Hawk will have 2019 revenue of approximately $350 million. COSTELLO INDUSTRIES: Hires Steidl and Steinberg as Counsel ---------------------------------------------------------- Costello Industries, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Steidl and Steinberg, P.C., as counsel to the Debtor. Costello Industries requires Steidl and Steinberg to represent and provide legal services to the Debtor. Steidl and Steinberg will be paid at the hourly rate of $300. Steidl and Steinberg will be paid a retainer in the amount of $4,000, plus filing fee of $1,717. Steidl and Steinberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher M. Frye, a partner at Steidl and Steinberg, 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. Steidl and Steinberg can be reached at: Christopher M. Frye, Esq. STEIDL AND STEINBERG, P.C. 2830 Gulf Tower, 707 Grant Street Pittsburgh, PA 15219 Tel: (412) 391-8000 E-mail: chris.frye@steidl-steinberg.com About Costello Industries Costello Industries, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 19-23365) on Aug. 26, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Christopher M. Frye, at Steidl and Steinberg, P.C. CSC HOLDINGS: Moody's Rates New $1.5BB Term Loan B 'Ba3' -------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the new $1.5 billion Term Loan B (due 2027) of CSC Holdings, LLC . CSC Holdings is a wholly owned subsidiary of Cablevision Systems Corporation. Cablevision's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and other instrument ratings are unaffected by the new term loan or the $1.25 billion add-on to the existing 5.75% senior unsecured notes issued (due 2030). The outlook is stable. Moody's espects the key terms and conditions of the new term loan and senior unsecured notes to be materially the same as the existing term loans and notes at CSC Holdings. The debt proceeds raised, together with cash on hand, will be used to repay the existing Term Loan B-4 (due 2027) at CSC Holdings, redeem the 5.125% senior unsecured notes (due 2021) at CSC Holdings, redeem the 8% notes (due 2020) at Cablevision, and pay accrued interest, redemption premiums, and transaction fees and expenses. In addition to the refinancing, CSC Holdings intends to assume all of the rights and obligations under Cablevision's 2022 Senior Notes and other Legacy Cequel Stub Notes. Doing so will streamline the Company's debt capital structure, which is expected to simplify Altice USA, Inc.'s financing strategy and financial reporting requirements. Assignments: Issuer: CSC Holdings, LLC Gtd Senior Secured Term Loan B, Assigned Ba3 (LGD3) RATINGS RATIONALE The Term Loan B will be a senior secured obligation and guaranteed by all current and future wholly owned material domestic subsidiaries of the Issuer. The term loan will rank pari passu in right of payment with all of the existing and future CSC Holdings credit facilities and will rank senior in right of payment to all of the existing and future subordinated indebtedness of the Issuer. The new notes will also be effectively subordinated to any of the existing and future secured indebtedness of the Issuer and be structurally subordinated to all obligations of the Issuer's existing and future subsidiaries that do not guarantee the new notes. This refinancing is credit positive. It will be leverage neutral, while improving the weighted average maturity profile (to 7.1 years, from 6.2 years according to management), lower interest expense, and with the debt push-down, eliminate the very generous covenants of the 2022 notes at Cablevision Systems Corporation which effectively permitted total consolidated leverage to rise to 9x. Without these notes, the maximum debt incurrence allowed under the indentures is now 5.5x. Despite a slight shift in the proportional mix of secured and unsecured debt and resultant creditor claim priorities in the capital structure, the mix shift is not sufficient to materially change the credit risk to the lenders. Cablevision's rating is constrained by an aggressive financial policy that tolerates high leverage. While management has publicly stated it has a target leverage ratio between 4.5x-5.0x (net of cash and collateralized obligations), leverage as of the twelve months ended Q2 2019 was 5.6x (inside its tolerances for the rating category), and management has shown a tolerance for much higher leverage. Additionally, Moody's espects management to allocate most, if not all, of its free cash flow to shareholder distributions (in the form of annual share repurchases of $1.5 -$2 billion) rather than voluntarily repaying debt. The principal methodology used in this rating was Pay TV published in December 2018. Headquartered in Long Island City, New York, Cablevision Systems Corporation passes 8.7 million homes in 21 states, serving approximately 4.9 million residential and business customers, with revenues generated by about 10 million subscribers. The Company is wholly owned by Altice USA, Inc., a public company controlled by Patrick Drahi, and is also the direct parent of CSC Holdings, LLC. Revenue for the last twelve months ended June 30, 2019 was approximately $9.7 billion. D.J. SIMMONS: Trustee's Sale of Oil/Gas Assets to Four Corners OK'd ------------------------------------------------------------------- Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the District of Colorado authorized Edward B. Cordes, the duly-appointed Chapter 11 Trustee for D.J. Simmons Co. Ltd. Partnership, Kimbeto Resources, LLC, and D.J. Simmons, Inc., to sell certain oil and gas assets to Four Corners Energy, LLC, pursuant to their Asset Acquisition Agreement, dated as of Aug. 1, 2019. The sale is free and clear of all encumbrances or liabilities. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, and the PSA, the sale of the Property and the assumption and assignment of the Contracts and the Leases to the Buyer as of the Effective Date are approved in all respects. The Debtors have represented that no Cure Cost is due on any of the Contracts or Leases to be assigned to the Buyer. To the extent that a Cure Cost does exist with respect to the Contracts or Leases, unless such Cure Cost is in legitimate dispute, the Buyer shall pay such cure amount at or promptly after the Effective Date defined in the PSA. Pursuant to section 365(f) of the Bankruptcy Code, and notwithstanding any provision of any contract governing the Property or any Lease or Contract to be assumed and assigned to the Buyer or applicable non-bankruptcy law that prohibits, restricts, or conditions the assignment of the Property or the Leases or Contracts, the Debtors are authorized to (a) assign, sell and transfer the Property to the Buyer and (b) assume and assign the Leases and Contracts to the Buyer, which assignments will take place on and be effective as of the date of Effective Date or as otherwise provided by a separate order of the Court. The Court finds good cause for the Trustee to proceed to complete the transactions contemplated by the PSA, and any stay imposed by Rules 6004(h) or 6006(d) is waived. About D.J. Simmons Company Farmington, New Mexico-based D.J. Simmons Inc. -- http://www.djsimmons.com/-- is an independent oil and gas exploration and production company. D.J. Simmons and its affiliates have oil and natural gas reserves from approximately 100 wells operated by DJS, Inc., and 500 wells operated by third parties in Colorado, New Mexico, Utah, and Texas. Kimbeto Resources, LLC, owns 13 wells in Rio Arriba County, New Mexico. DJS, Inc., also operates the wells owned by Kimbeto. D.J. Simmons Company Limited Partnership holds most of the oil and gas and other assets. Kimbeto holds oil, gas, and other related assets on land owned by the Jicarilla Apache Tribe. DJS, Inc, operates the Assets and employs a small administrative staff. DJS Co. LP, Kimbeto and DJS, Inc., filed Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on March 1, 2016. The cases are jointly administered under Lead Case No. 16-11763. In the petitions signed by John Byrom, president of DJS, Inc., DJS Co. LP disclosed $9.94 million in total assets and $12.9 million in total liabilities. Kimbeto disclosed $976,190 in total assets and $9.81 million in total liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the Debtors' counsel. DIOCESE OF DULUTH: Oct. 21 Plan Confirmation Hearing ---------------------------------------------------- Judge Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota issued an order approving the disclosure statement explaining the plan of the Diocese of Duluth. Seven days prior to the hearing is the last day to timely file and serve an objection, and October 21, 2019, at 11:00 a.m. is fixed as the date of hearing of confirmation of the plan. Five days prior to the hearing is fixed as the date to timely file the ballots to reject or accept the Plan. The attorneys for the unsecured creditors committee and proponent shall count the ballots jointly and file a tabulation report not later than 24 hours before the hearing under Local Rule 3020-2. A full-text copy of the modified Chapter 11 plan of reorganization is available at https://tinyurl.com/y6gj9yb7 from PacerMonitor.com at no charge. About Diocese of Duluth The Diocese of Duluth is headquartered in Duluth, Minnesota. It covers northern Minnesota parishes and 10 counties with Cass to the west, Koochiching to the north, Cook to the east and Pine to the south. The Diocese of Duluth sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7, 2015. The case is assigned to Judge Robert J Kressel. The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott & MacDonald, CHTD., in Zandpoint, Idaho. The Debtor's local counsel is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett, P.A., in St Cloud, Minnesota. Brad Wadsten of Edina Realty (Wadsten) was tapped as real estate broker. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Rev. James Bissonette, vicar general. DPW HOLDINGS: Shareholders Call for Meeting to Elect Directors -------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these individuals reported beneficial ownership of shares of common stock of DPW Holdings, Inc. as of Sept. 23, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Ding Gu 190,000 16.18% Yanshen Hsu 50,500 4.30% Bo Shen 12,000 1.02% Nathan Smith 11,275 0.96% Christine Rutkunas 10,000 0.85% Yan Li 10,000 0.85% Sanford Yu 10,000 0.85% Yanping Xu 8,000 0.68% Xiaodan Wang 10,000 0.85% The percentages are based on 1,174,493 shares outstanding as reported by the Issuer in its most recent Form 10-Q. Since May of 2019, Mr. Gu has been in contact with management of the Issuer about the management of the Company and about certain corporate governance and capital raising transactions the Company has undertaken and raised certain concerns about the performance of the Company share price under the current board of directors and senior management team and other matters. In the absence of satisfactory responses from the Issuer, Mr. Gu and the other reporting persons agreed on Sept. 23, 2019 to send a letter to the Company calling for a special meeting for the purpose of electing four new directors. Going forward, the Reporting Persons may engage in further discussions with management, the board, and other shareholders of the Issuer and other relevant parties with respect to the special meeting of shareholders that the Reporting Persons have called for or to consider or explore extraordinary corporate transactions, or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. Letter to the Company DPW Holdings, Inc. 201 Shipyard Way, Suite E Newport Beach, CA 92663 Attention: Corporate Secretary Dear Sirs: The undersigned shareholders of DPW Holdings, Inc. hold in the aggregate of approximately 321,775 of the Company's common shares entitled to vote at meetings of shareholders, which represents 27.40% of the total number of issued and outstanding common shares of the Company as reported by the Company on its more recent Form 10-Q filed with the U.S. Securities and Exchange Commission on August 18, 2019. Pursuant to Article 2.3 of the Company's bylaws, shareholders holding common shares in the aggregate entitled to cast more than 20% of the votes at a shareholder meeting are entitled to call a special meeting of shareholders at any time. In accordance with Article 2.3 of the Company's Bylaws, the Holders request that the Company call a special meeting of shareholders within 90 days as provided in Article 2.3 of the Bylaws. The business to be transacted at the Special Meeting will include the election of the four individuals in accordance with Article 3.4 of the Company's Bylaws to replace the current board members consisting of William Horne, Robert Smith, Mordechai Rosenberg and Jeffrey Bentz. The four individuals to be nominated for election to the Company's board are: Ding Gu. Mr. Gu was born in Shanghai, China. He became a medical doctor and surgeon when he was 20 years old. He worked in hospital for two years, after which he decided to return to school to learn Traditional Chinese Medicine. After his graduation, he practiced both eastern & western medicine and taught at medical school as an assistant professor. He came to the US in 1993. He funded ShenNong USA, Inc in 1995. This was the beginning of his business ventures. He has been in medical field for 42 years, and his first company is now 24 years old. He also received a medical science master degree in physiology from Lewis Katz School of Medicine at Temple University. Yanshen Hsu, Ph.D., Entrepreneur/Partner. Driven by an advancing economic growth in China, Dr. Hsu, a co-founder and president, 2007 in New York, started up an export trading company, Staten World Enterprise Inc. an "American Exports" firm, specializing in the procurement and shipment of America Natural Nutrition products import to China. The company is always looking for more effective and efficient ways to export high quality, pure natural nutrition products that improve the lives of people in China and benefit for America economic and the company. Peter Wang has more than 30 years of experience in telecommunication, manufacturing, and technology areas with strong background of R&D, operation, and corporate management. Mr. Wang is co-founder and Chairman of Cenntro Technology Group, a global emerging electric vehicle manufacturer that designs and builds lightweight electric commercial vehicles, and has become the industry leader. Jiangang Luo is currently the manager of Cleantech Global Limited since 2014, a co-founder of Faith Asset Management LLC. since 2011. He is also the managing partner of Prime Science & Technology, Inc. and a member of Tsinghua Entrepreneur & Elite Club. He is an investor for many Fintech companies over the last 10 years. From 2000 to 2006, he worked for Oracle as a Principal Consultant. Before 2000, he worked as a senior information system professional in various Fortune 500 companies. Mr. Luo also served many non-Profit organizations since 2005 such as Chairman of Tsinghua Alumni Association in New York area, President of New Jersey Chinese Computer Professionals Society. Jiangang obtained his master degree in Computational Mathematics from Tsinghua University in 1994. In 1991, Jiangang got his Applied Mathematics and Computer Science double degrees in Tsinghua University, Jiangang got his Computer Science Master degree from New Jersey Institute of Technology in 1998. A full-text copy of the regulatory filing is available for free at: https://is.gd/b9aH76 About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $32.98 million in 2018, following a net loss of $10.89 million in 2017. As of June 30, 2019, the Company had $52.42 million in total assets, $30.57 million in total liabilities, and $21.84 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DUNKIRK HOME: Seeks to Hire Duke Holzman as Special Counsel ----------------------------------------------------------- Dunkirk Home Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ Duke Holzman Photiadis & Gresens, LLP, as special counsel to the Debtor. Dunkirk Home requires Duke Holzman to assist and provide legal services to the Debtor in the sale of the its real property located at 127-131 King Street, Dunkirk, New York. Duke Holzman 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. 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. Duke Holzman can be reached at: DUKE HOLZMAN PHOTIADIS & GRESENS, LLP 701 Seneca Street, Suite 750 Buffalo, NY 14210 Tel: (716) 855-1111 Fax: (716) 855-0327 About Dunkirk Home Properties Based in Fredonia, NY, Dunkirk Home Properties, LLC, is a privately held company that is engaged in activities related to real estate. Dunkirk Home Properties filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 19-10746) on April 12, 2019. In the petition signed by Sun Ming Wong, president/majority member, the Debtor was estimated to have $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Hon. Carl L. Bucki oversees the case. The Debtor tapped Gleichenhaus, Marchese & Weishaar, P.C., as its bankruptcy counsel. Smith & Messina LLP, and Duke Holzman Photiadis & Gresens, LLP, serve as special counsel. EG GROUP: S&P Affirms 'B' ICR on Debt-Funded Cumberland Farms Deal ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' long-term issuer credit and issue ratings on U.K.–based EG Group Ltd. (EG) and on the EUR1,267 million-equivalent of senior secured debt, which the company intends to issue to fund the acquisition of U.S. convenience stores chain Cumberland Farms. Although the rating agency believes the acquisition is complementary to the company's U.S. operations, it also increases its already high debt burden to just above 8.0x S&P-adjusted debt to EBITDA in 2019, from 7.5x expected previously. The affirmation reflects the greater scale and competitive benefits of the Cumberland Farms acquisition, which led to a strengthening of EG Group's business profile. However, this was tempered by the increased debt burden following the proposed issue of EUR1,267 million-equivalent of dual currency, senior secured notes to fund it. The transaction follows EG Group's recent debt-funded acquisitions of Woolworths, Fastrac, and Certified Oil earlier this year and additional transactions in 2018, which already increased leverage on S&P Global Ratings-adjusted metrics. S&P believes the Cumberland Farms acquisition is complementary to EG Group's current operations in the U.S., thanks to a limited sites overlap, the potential for optimizing Cumberland Farms' food-processing activities, and room for cost cutting. In S&P's view: -- A larger presence in the U.S market will increase EG Group's bargaining power when negotiating supply agreements, which would increase margins. -- Cumberland Farms' private-label food processing and distribution facilities are currently running below capacity, and could potentially serve existing EG sites in the region. This would support combined operations and help expand the more profitable food-to-go (FTG) and convenience food business. -- Optimization of headquarter activities will reduce overheads. S&P views Cumberland Farms' brand recognition and food processing business as supportive for the group's competitive positioning in the U.S. and estimates that the country will account for about 50% of gross margin--compared with 40% in Europe and 10% in Australia. It also sees a lower execution risk compared with previous acquisitions in the U.S. and Australia because management can now rely on an already established presence in the region. However, the recent acquisitions have diluted the once-strong EBITDA margin of the group's U.K business, which was characterized by comparably large share of higher-margin nonfuel sales. The rating agency expects an S&P-adjusted EBITDA margin of just below 6%, which is in the mid-to-lower level compared with petrol station convenience store and fuel station operators such as Couche-Tard or Pilot Travel. Furthermore, the stronger position in the market is offset by a deterioration in EG Group's leverage metrics, due to the additional notes issued to fund the purchase. As a result, S&P views the increase in debt as further reducing headroom under the existing rating. The acquisitions will result in high S&P Global Ratings-adjusted debt of about EUR10.3 billion in 2019, mainly comprising about EUR8.2 billion of term loans and bonds. In addition, this includes about EUR900 million for the present value of operating lease commitments, and about EUR100m of asset-retirement obligations (ARO), environmental liabilities of the enlarged group, and acquired obligations related to Italian petrol station dealers that will be paid down over the next few years. S&P's adjusted debt and ratio calculations also include the EUR1.2 billion structurally subordinated and pay-in-kind preferred shares issued above the restricted group and maturing after the remaining financial debt. These add about 1.0x to S&P's adjusted leverage after the increase of EUR400 million as part of the Cumberland Farms' refinancing. As a result, S&P now expects adjusted debt to EBITDA of 8.2x-8.5x by year-end 2019, pro forma theacquisitions, up from around 7.5x previously. It also notes the completed EUR235 million disposal of the noncore proprietary fuel card business was partially used to fund the purchase of Cumberland Farms. Considering the group's elevated debt levels and relatively low headroom under the current ratings, S&P anticipates that management will take a more cautious view to any further large debt-funded acquisitions that could increase the group's financial risk. Accordingly, S&P anticipates fewer transformative acquisitions relative to the scale of the now enlarged group compared with the past two years, which saw the acquisitions of ExxonMobil sites in Germany and Italy, the Kroger C-stores, and Minit Mart in the U.S. in 2018, and Woolworths sites in 2019. It also believes that any new acquisition-related transaction and integration costs will be balanced by the now-higher operating earnings base, enabling the group to better absorb high extraordinary costs. The stable outlook reflects EG's prospects for rapid deleveraging following the integration of its new businesses in Australia and the U.S, as well as a broadly stable fuel demand on the back of its globally diversified operations. S&P expects the group will rapidly deleverage toward 7.4x (6.4x excluding preferred shares) on the back of earnings growth in 2020, while also generating substantial reported FOCF after lease payments thanks to a stable operating environment and decreasing acquisition activity -- at least relative to the now-enlarged group. Accordingly, given the group's elevated leverage and relatively low headroom under the current rating, S&P's stable outlook is based on a sustainable reduction in leverage through meaningful FOCF generation after the integration of acquisitions. "We could take a negative rating action within the next 12 months if the group experiences setbacks in the integration of its acquisitions, fails to realize expected synergies, or if underlying operating performance weakens, resulting in the underperformance to EG's business plan," S&P said, adding that if such a scenario manifests, EG's reported FOCF after all lease-related payments will weaken, which may result in adjusted debt to EBITDA remaining persistently above 8x in 2020. Considering the relatively low headroom under the current ratings, downward rating pressure could also build if the group undertakes further large debt-funded acquisitions that weaken its credit profile, according to the rating agency. Due to very high debt levels and S&P's base-case assumption of progressive deleveraging, S&P does not see any rating upside over the next 12 months. However, the rating agency could take a positive rating action if adjusted debt to EBITDA were to improve to below 6x on a sustainable basis on the back of the ongoing successful integration of its recent acquisitions, improved earnings and material positive reported FOCF after all lease payments. For such an upside scenario to materialize, S&P would expect a more conservative financial policy in relation to further acquisitions and capital expenditure (capex), with no material shareholder returns. EG Group Ltd. is the parent of the international petrol station, convenience store, and food-to-go operator EG Group, which operates in the U.K., France, Benelux, Germany, Italy, the U.S., and Australia. EG Group has grown rapidly in recent years on the back of numerous acquisitions in the U.S., Germany, Italy, and Australia. The company operates nearly 5,300 fuel stations or convenience retail sites, which will increase to about 5,900 following the Cumberland Farms acquisition. ELECTRIC SUPPLY: Court Conditionally Approves Disclosure Statement ------------------------------------------------------------------ The Disclosure Statement of Electric Supply Co. of Carlsbad, Inc., a New Mexico Corporation is conditionally approved. A hearing to consider final approval of the Disclosure Statement and confirmation of the Plan will be held before the Honorable Robert H. Jacobvitz on October 21, 2019 at 1:30 p.m. in the Gila Courtroom, Fifth Floor, Pete V. Domenici Federal Building and United States Courthouse, 333 Lomas Blvd. NW, Albuquerque, New Mexico. October 15, 2019 is fixed as the last day for filing and serving written objections to the Disclosure Statement. Class 2 (Allowed General Unsecured Non-Priority Claims) Class 2 is impaired. Class 2 Creditors will be paid Pro Rata from the net sale proceeds of the real property and inventory following the payment of the Class 1 Claim and any outstanding administrative expenses or costs, in an amount not to exceed payment in full of their claim plus interest at the rate of 1% per annum unless a contract specifies a different interest rate. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yxqdpcbe from PacerMonitor.com at no charge. Attorney for Debtor: Chris M. Gatton, Esq. Giddens & Gatton, P.C. 10400 Academy Rd. NE, Suite 350 Albuquerque, NM 87111 (505) 271-1053 About Electric Supply Co. Based in Carlsbad, New Mexico, Electric Supply Co. of Carlsbad, Inc. -- http://electricsupplyofcarlsbad.com-- provides engineering services for installation, startup, maintenance and shutdowns. The Company was established in 1964 to serve the industrial and construction markets specilizing in mining and oil and gas industries. The company filed a voluntary Chapter 11 Petition (Bankr. D.N.M. Case No. 18-12777) on November 5, 2018. The case is assigned to Hon. Robert H. Jacobvitz. The Debtor's counsel is Christopher M. Gatton, Esq., at Giddens, Gatton & Jacobus, P.C., in Albuquerque, New Mexico. At the time of filing, the Debtor had total assets of $2,469,042 and total liabilities of $1,431,702. ELO TOUCH: S&P Alters Outlook to Negative, Affirms 'B+' Rating -------------------------------------------------------------- S&P Global Ratings revised the outlook on U.S.-based touchscreen device manufacturer Elo Touch Solutions Inc. to negative from stable and affirmed the 'B+' rating. "The rating action reflects our view that, based on year-to-date 2019 results and our expectation that it will report revenue declines in the mid-single-digit percent area for fiscal 2019, Elo Touch Solutions Inc. is at risk of breaching our current mid-4x leverage downgrade threshold over the next 12 months," S&P said. Elo's S&P-adjusted leverage of 4.1x at the end of its June 2019 quarter is expected to rise to 4.4x by fiscal year-end 2019 (compared to the rating agency's prior 2019 forecast of 4x). The negative outlook reflects the potential for a lower rating should ongoing economic conditions, having already caused revenue and EBITDA declines in fiscal 2019, persist into 2020, causing leverage to rise above the mid-4x area. "We could lower the rating if challenging economic conditions contribute to delayed, or significantly lower, product implementations by customers and revenue growth below our base-case expectation, or through additional debt-funded shareholder distributions, leading to leverage exceeding the mid-4x area and reported FOCF below the mid-$20 million area," S&P said. "We could stabilize the rating if we come to believe that Elo is capable of maintaining annualized S&P adjusted EBITDA near $85 million (S&P adjusted EBITDA margin near 21%) over the next 12 months while generating sufficient cash flow to meet the mandatory 5% amortization payments on its existing debt, such that we believe leverage can be sustained around the 4x area," the rating agency said. ENDO INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms 'B' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Endo International PLC (Endo), its 'B+' rating on the company's senior secured debt, and its 'CCC+' rating on the company's senior unsecured debt. The rating affirmation follows the opioid pharmaceutical manufacturer's entry into settlements in principle with certain plaintiffs —- including two counties in Ohio -— that leads S&P to believe the eventual litigation liability related to opioids will be significant. Endo has substantial cash on hand, no significant debt maturities until 2022, and stabilizing operating fundamentals, led by double-digit percent revenue growth in sterile injectable. Meanwhile, S&P revised the ratings outlook to negative from stable, reflecting the rising possibility that total litigation liabilities will exceed Endo's capacity, of $1.5 billion to $2 billion, to pay settlement costs and maintain the current ratings. S&P's negative outlook reflects the risk that opioid litigation liability could exceed the $1.5 billion to $2 billion that the rating agency thinks Endo could absorb and still maintain the current ratings. S&P has also revised the outlook because it thinks Endo's business could weaken over the next year because of pricing pressure in generics and potential competition to the company's Vasostrict drug, which represents about 15% of total sales, and thinks an even higher share of EBITDA. Although S&P views global resolutions to opioid and price-fixing litigation as one-time events, the cash flow impact could constrict Endo's ability to invest in new products that offset the declining revenues from maturing ones. S&P's negative outlook reflects risk to its base case for adjusted debt leverage of 5x to 6x, given uncertainties around opioid litigation, and risk that an ultimate settlement could exceed Endo's current capacity of $1.5 billion to $2 billion. The rating agency's base case assumes that the underlying business will stabilize in 2020. The negative outlook, however, also includes the risk that operations deteriorate, reducing capacity for litigation liabilities. "We could lower the rating if liabilities from an opioid settlement exceed the $1.5 billion to $2 billion range and leverage exceeds 7x. Similarly, we could consider a lower rating if operations deteriorate such that revenue declines in the mid-single-digit percent area and EBITDA margins contract about 400 basis points, indicating that business is weaker than we expected and it is less likely to absorb potential litigation liabilities while maintaining adjusted leverage of less than 7x," S&P said. S&P said it could consider lowering the rating multiple notches if it expects negligible cash flow, which would likely be caused by unexpected operating weakness or ongoing payments related to a legal settlement. "We could revise the outlook to stable if Endo resolves the majority of its opioid litigation, and we believe it is likely that the company will generate substantial free cash flow ($50 million or more) with leverage of less than 7x. In this scenario, we would expect stable margins and some revenue growth from the base business," the rating agency said. EP TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: EP Technology Corporation U.S.A. 1401 Interstate Dr. Suite B Champaign, IL 61822 Business Description: Founded in 1997, EP Technology Corporation develops, manufactures, and provides video surveillance products, digital video recorders, security cameras. Chapter 11 Petition Date: September 23, 2019 Court: United States Bankruptcy Court Central District of Illinois (Urbana) Case No.: 19-90927 Judge: Hon. Mary P. Gorman Debtor's Counsel: William J. Factor, Esq. FACTORLAW 105 W. Madison St., Suite 1500 Chicago, IL 60602 Tel: 847-239-7248 Fax: 847-975-3946 E-mail: wfactor@wfactorlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Kevin Wan, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ilcb19-90927.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Ameren Illinois $8,780 P.O. Box 88034 Chicago, IL 60680-1034 2. California Department of Tax and Fe $70,653 1521 W Cameron Ave, Ste 300, West Covina, CA 91790-2738 3. CNA Insurance Insurance $5,224 PO Box 790094 Saint Louis, MO 63179-0094 4. Comcast Internet $36,638 PO Box 37601 Service Philadelphia, PA 19101-0601 5. Commerce Technologies, Inc. Retail $182 25736 Network Place Wholesale Chicago, IL 60673-1257 Connecting Software Service 6. Consolidated $2,695 Communications P.O. Box 2564 Decatur, IL 62525-2564 7. George Alarm Alarm System $286 917 S. 9th Street Springfield, IL 62703 8. Illinois Department Corporate $171,046 or Revenue Income Tax 101 W. Jefferson St. Springfield, IL 62702 9. Internal Revenue Service Corporate $529,505 Centralized Insolvency Income Tax Operations P.O. Box 7346 Philadelphia, PA 19101-7346 10. Martin, Hood, Friese, & Accounting $450 Associates, LLC Services 2507 South Neil Street Champaign, IL 61820 11. Midwest Fiber Recycling Recycling $175 422 S. White Oak Rd. Normal, IL 61761 12. Mutual of Omaha $1,090 Payment Processing Center Omaha, NE 68103-2147 13. QBE $5,040 PO Box 3109 Milwaukee, WI 53201-3109 14. Tepper Electric Supply $149 Des Moines, IA 50331-0656 15. ULINE Shipping $11,189 Attn: Accounts Supply Receivable PO Box 88741 Chicago, IL 60680-1741 16. United Fuel Co. Power Backup $566 P.O. BOX 938, Rantoul, IL 61866 US Rantoul, IL 61866 17. United States EPL Insurance $3,224 Liability Ins Comp. PO Box 62778 Baltimore, MD 21264-2778 18. UPS $48,600 Lockbox 577 Carol Stream, IL 60132 19. UPS Capital Ins. $9,548 Agency, Inc. Carfgo Premium Trust PO Box 934852 Atlanta, GA 31193 20. UPS SCS Chicago $72,773 2803 Network Place Chicago, IL 60673 EUREKA WINDBER: Plan Payments to be Funded by Continued Operations ------------------------------------------------------------------ Eureka Windber, LLC filed with the U.S. Bankruptcy for the Western District of Pennsylvania a disclosure statement explaining its plan of reorganization. The Debtor intends to continue its commercial lease operations by assuming the executory leases of its three tenants. The Debtor will dedicate its income from operations to pay its creditors during the five-year term of the Plan. The Debtor has proposed a plan designed to maximize the recovery of its creditors. The Debtor believes that its chapter 11 plan will produce a result for his general unsecured creditors, who would be unlikely to receive any value from their claims in a case under chapter 7 of the Bankruptcy Code. The Debtor estimates that the holders of allowed non-priority unsecured claims creditors may receive 100% of the value of their claims under the Plan. A full-text copy of the Confirmation Order is available at https://tinyurl.com/y4pw76tu from PacerMonitor.com. The Debtor is represented by: Aurelius Robleto Date, Esq. Renee M. Kuruce, Esq. Robleto Kuruce, PLLC 6101 Penn Ave., Ste. 201 Pittsburgh, PA 15206 Tel: (412) 925-8194 Fax: (412) 346-1035 Email: apr@robletolaw.com rmk@robletolaw.com About Eureka Windber Eureka Windber, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70301) on May 20, 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 has been assigned to Judge Jeffery A. Deller. Robleto Law, PLLC is the Debtor's legal counsel. The Office of the U.S. Trustee on June 19 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Eureka Windber, LLC. EXTRACTION OIL: S&P Alters Outlook to Negative, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised the outlook on U.S.-based oil and gas exploration and production (E&P) company Extraction Oil & Gas Inc. (XOG) to negative from stable and affirmed all ratings, including the 'B' issuer credit rating. The outlook revision reflects S&P's expectation that XOG's financial metrics will remain weak for the rating, with FFO/debt close to the rating agency's downgrade trigger of 20% for 2019 and 2020. Due to transportation constraints in the basin, as well as high crude inventories in the Cushing market, S&P has seen production lower than previously forecasted and wider crude oil differentials than anticipated. The negative outlook reflects the potential for a downgrade if S&P no longer expects significant improvement in FFO through 2019 and 2020. Any underperformance in XOG's production operations or midstream infrastructure delays could lead to lower FFO generation and increased leverage. S&P's negative outlook also incorporates the potential for permitting or drilling delays as a result of the evolving regulatory environment in Colorado. "We could lower the rating if we expect FFO/debt to fall and remain below 20% for a sustained period, which would most likely occur if production falls below our expectations due to operational issues or midstream takeaway delays and the company continues to outspend cash flows. We could also lower the rating if liquidity deteriorates," S&P said. "We could revise our outlook back to stable if XOG executes its strategy and we are confident it will increase its FFO to debt comfortably above 20% on a sustained basis. This would most likely occur if XOG successfully increases production and narrows its oil price differential, or if average WTI oil prices rise above our current expectations," the rating agency said. FCH MCKINNEY: Star Creek Objects to Disclosure Statement -------------------------------------------------------- Star Creek Co., Inc., a secured creditor of the Debtor, objects to the first amended disclosure statement filed by FCH McKinney Senior Homes, LLC dated August 28, 2019. While Star Creek generally supports the Debtor in its efforts to market and sell its assets and to reorganize, Star Creek does assert that the following provisions of the Disclosure Statement should be revised with the goal of providing full and adequate information to all parties in interest in compliance with the requirements of the bankruptcy code: (a) Section II(D) erroneously indicates that Star Creek Company, Inc. remains an equity holder of the Debtor. (b) Section II(D) fails to mention alleged misappropriation of funds by management as a contributing factor to the need to seek bankruptcy protection. (c) Section III(B)(1) of the Disclosure Statement fails to provide even an approximation of the sum of normal operating expenses that may be due and payable as an administrative expense in the case. (d) Section III(D)(1) should disclose the balance of $400k line of therein that is still available to the Debtor as such credit referenced information is relevant to a determination of the feasibility of the plan of reorganization being proposed. (e) Section III(E) references that there is a risk of non-development by the buyer. That section should be expanded to additionally reference the fact that, in the almost six-month period following execution of the Contract for Sale and Purchase of Residential Lots on March 18, 2019, Carnegie Homes, LLC has not purchased a single lot from the Debtor. Star Creek Co., Inc. is represented by: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco-Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Tel: 972-578-1400 Fax: 972-346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About FCH McKinney Senior Homes FCH McKinney Senior Homes, LLC, operates an assisted living facility in Dallas, Texas. FCH McKinney filed as a Domestic Limited Liability Company in the State of Texas on April 10, 2013, according to public records filed with Texas Secretary of State. FCH McKinney filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42734) on Dec. 3, 2018. In the petition signed by Kent C. Conine, manager, the Debtor disclosed less than $50,000 in assets and less than $10 million in estimated liabilities. The Debtor is represented by Larry Kent Hercules, Esq., at Larry K. Hercules, Attorney At Law. FIRST FLORIDA: Hires Marcus & Millichap as Real Estate Broker ------------------------------------------------------------- First Florida Living Options LLC, d/b/a Hawthorne Health and Rehab of Ocala, d/b/a Hawthorne Village of Ocala, d/b/a Hawthorne Inn of Ocala, f/k/a Surrey Place of Ocala, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Marcus & Millichap Real Estate Investment Service of Florida, Inc., as real estate broker to the Debtor. First Florida requires Marcus & Millichap to sell all of the assets and associated ownership interests of the Debtor relating to its business, including the Debtor's leasehold interest for its lease with Ocala 33 rd Avenue, LLC, located at 4100 SW 33 rd Avenue, Ocala, Florida. Marcus & Millichap will be paid a commission of 6% of the purchase price. Ryan Nee, a partner at Marcus & Millichap, 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. Marcus & Millichap can be reached at: Ryan Nee MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICE OF FLORIDA, INC. 5900 N. Andrews, Suite 100 Fort Lauderdale, FL 33309 Tel: (954) 245-3400 About First Florida Living Options First Florida Living Options LLC, d/b/a Hawthorne Health and Rehab of Ocala, d/b/a Hawthorne Village of Ocala, d/b/a Hawthorne Inn of Ocala, f/k/a Surrey Place of Ocala, based in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was signed by John M. Crock, vice president of Florida Living Options, Inc., MGMR. The Debtor was estimated to have $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel. FISHING VESSEL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Two affiliates that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Fishing Vessel Owners Marine Ways, Inc. 19-13502 1511 West Thurman Street Seattle, WA 98119 Seattle Machine Works, Inc. 19-13504 1511 West Thurman Street Seattle, WA 98119 Business Description: Fishing Vessel Owners Marine Ways, Inc. and Seattle Machine Works, Inc. are a full service shipyard and machine shop located in the heart of Ballard's Fishermen's Terminal. The Debtors specialize in working with steel and wood fishing vessels, tug boats, house boats, cruise boats and yachts. On the web: https://www.fishingvesselowners.com/ Chapter 11 Petition Date: September 23, 2019 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Marc Barreca Debtors' Counsel: James L. Day, Esq. BUSH KORNFELD LLP 601 Union St Ste 5000 Seattle, WA 98101 Tel: 206-292-2110 E-mail: jday@bskd.com - and - Aditi Paranjpye, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101 Tel: 206-292-2110 E-mail: aparanjpye@bskd.com Fishing Vessel's Total Assets: 1,238,197 Fishing Vessel's Total Liabilities: $1,459,312 Seattle Machine's Total Assets: $339,544 Seattle Machine's Total Liabilities: $238,234 The petitions were signed by Dan Payne, president and CEO. A full-text copy of Fishing Vessel's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wawb19-13502.pdf A full-text copy of Seattle Machine's petition containing, among other items, a list of the Debtor's 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wawb19-13504.pdf FLEXOGENIX GROUP: Hires Nelson Hardiman as Special Counsel ---------------------------------------------------------- Flexogenix Group, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to employ Nelson Hardiman, LLP, as special counsel to the Debtor. Flexogenix Group requires Nelson Hardiman to: (a) advise and assist with specialized healthcare regulatory compliance matters related to the Debtors' business; (b) ensure compliance with the Health Insurance Portability and Accountability Act (HIPAA); and (c) provide guidance in the review and analysis of the ownership structure of the Debtor's, in compliance with state and federal healthcare guidelines. Nelson Hardiman will be paid at these hourly rates: Partners $545 to $1,100 Of Counsels $500 to $600 Associates $405 to $550 Paralegals $285 Nelson Hardiman will be paid a retainer in the amount of $5,000. Nelson Hardiman will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathryn F. Edgerton, partner of Nelson Hardiman, 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 Debtors and their estates. Nelson Hardiman can be reached at: Kathryn F. Edgerton, Esq. NELSON HARDIMAN, LLP 1100 Glendon Avenue, 14th Floor Los Angeles, CA 90024 Tel: (310) 203-2800 Fax: (310) 203-2727 About Flexogenix Group Flexogenix Group, Inc. -- https://flexogenix.com/ -- offers non-surgical solutions for knee pain, osteoarthritis and injuries. Flexogenix treatments have options for acute injuries as well as chronic overuse conditions. The company has locations in Atlanta, Cary, Raleigh, Charlotte, Greensboro, Los Angeles, and Oklahoma City. Flexogenix Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 19-12927) on March 18, 2019. At the time of the filing, Flexogenix Group was estimated to have assets between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Barry Russell. The Debtors tapped Margulies Faith LLP as their legal counsel. GARRETT LIMESTONE: Oct. 2 Disclosure Statement Hearing ------------------------------------------------------ Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania issued an order that the hearing to consider disclosure statement approval in the Chapter 11 case of Garret Limestone Company, Inc., will be held on October 2, 2019, at 11:00 a.m. Each holder of a Class 1 Claim shall be paid 100% of its Allowed Class 1 Claim in a single distribution on the effective date. The outstanding amount under the prepetition Secured Claims and the DIP Facility shall be fused and such a combined Secured Claim shall be secured by a first and senior lien against all assets as vested and/or revested in the Reorganized Debtor on the effective date. Each holder of an Allowed Class 3 Claim shall obtain to the extent such Claim is secured by collateral on the effective date. Plan funding shall be accomplished by an equity infusion to the Debtor from Neiswonger to satisfy particular claims on the effective date and by revenues generated by the continuing operations of the Reorganized Debtor. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yy4k4bp4 from PacerMonitor.com at no charge. The Debtor is represented by Paul J. Cordano and Kathryn L. Harrison of Campbell & Levine, LLC, and Neiswonger Construction, Inc. is represented by Kirk B. Burkley and Sarah E. Wenrich of Bernstein-Burkley, P.C. About Garrett Limestone Co. Garrett Limestone Company, Inc. -- https://www.garrettlimestone.com/ -- specializes in providing homeowners, businesses, and institutions with natural limestone and crushed stone. Garrett Limestone Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70352) on June 11, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Jeffery A. Deller. Campbell & Levine, LLC, is the Debtor's bankruptcy counsel. GENERAL CAPACITOR: Phoenix Zwell Buying IP for $300K Cash --------------------------------------------------------- General Capacitor, LLC, asks the U.S. Bankruptcy Court for the Northern District of Florida to authorize the sale of its intellectual property ("IP") to Phoenix Zwell, LLC for $300,000, cash. Prior to ceasing operations in the early 2019, the Debtor was the developer and manufacturer of lithium-ion capacitors. Because this is a liquidation case, the Debtor intends on selling its assets and then subsequently filing a Chapter 11 Plan of Liquidation that will propose to pay creditors with funds received from the sale of the Debtor's assets. The Debtor's assets consist of both physical and intangible assets. By the Motion, it is only asking authority to sell its intangible assets. Because its case is a liquidation case, the Debtor intends on selling its assets and then subsequently filing a Chapter 11 Plan of Liquidation that will propose to pay creditors with funds received from the sale of its assets. The Debtor solicited offers from over 30 companies for its IP via electronic mail on Aug. 28, 2019. The companies that it solicited offers from were companies that it believed would be the most interested in this type of IP. The Debtor received three offers for the purchase of the IP. The highest bidder as of the date of the Motion is the Buyer. The Debtor has reached an agreement to sell its IP to the Buyer for the sum of $300,000, subject to Court approval for the benefit of the creditors of the estate. The material terms of the Agreement are: a. Purchase Price: $300,000 b. Source of Financing: None. It is a cash purchase. c. Contingencies: None, other than approval by the Court d. Other material terms: The Debtor is only selling its interest in the IP. Other entities, namely Florida State University and Honeywell International, Inc., may claim a right or interest in the IP. The sale is intended to be subject to any other entity's valid interest(s) in the Debtor's IP. The sale contemplated in the Agreement is "as-is, where-is." with no warranties express or implied. The Debtor asks entry of an order approving the sale of the IP free and clear of liens, claims, and encumbrances. It believes that Conwell Business Law, LLP ("CBL") claims to have a valid lien on its IP. Because the Debtor has not yet determined whether it will file an objection to CBL's Claim, the Debtor asks that the Court approves the sale as requested but requires that all funds from the sale of the IP be held in trust pending further Order of the Court. Even if CBL does not consent to the sale and the holding of funds in trust, the Debtor submits that the Court can authorize such a sale free and clear of all liens, claims, and encumbrances pursuant to 11 U.S.C. Section 363(f)(3) and (4). The Debtor, in the exercise of its business judgment, has concluded that the sale as described is the best and most efficient option for maximizing the value of the assets involved for the benefit of its estate and its creditors. Additionally, it asks that the order approving the sale following the auction provide that the stay period under Rule 6004(h) and 6006(d), and any other applicable stay periods, be waived, such the that sale may occur immediately upon entry of the sale order. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/GENERAL_CAPACITOR_91_Sales.pdf About General Capacitor General Capacitor, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 19-40279) on May 16, 2019, disclosing under $1 million in both assets and liabilities. The Debtor tapped Byron Wright, III, Esq., Bruner Wright, P.A., as counsel, and Davis George Moye, Esq., as special counsel. GET HOOKED CHARTERS: Unsecured Claims to be Paid in Full Over 5Yrs ------------------------------------------------------------------ Get Hooked Charters, LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas, Galveston Division, a disclosure statement explaining its plan of reorganization. Class 1 Allowed Administrative Claims arising under 11 U.S.C. Section 503(b) will be paid in Cash and in full by the Debtor on the later of the effective date. The Debtor intends to pay all unsecured claims 100% of the Allowed Claim as of the effective date. The Debtor intends to meet its obligations through minimum equal monthly payments of $2,985.31. To the extent the Debtor's net profits exceed its current projections, the minimum payments in any given year may be supplemented by additional payments until all Allowed Claims are paid in full. The Debtor believes that the holders of all Claims and Equity Interests impaired under the Plan will receive payments or distributions under the Plan having a present value as of the effective date in amounts not less than the amounts likely to be received by such holders if the Debtor was liquidated in a case under Chapter 7 of the Bankruptcy Code. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y3j27aj9 from PacerMonitor.com at no charge. The Debtor is represented by: Kimberly A. Bartley, Esq. Waldron & Schneider, PLLC 15150 Middlebrook Drive Houston, Texas 77058 Tel: 281-488-4438 Fax: 281-488-4597 Email: kbartley@ws-law.com About Get Hooked Charters Get Hooked Charters, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-80079) on March 21, 2019. 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 Jeffrey P. Norman. Waldron & Schneider, PLLC, is the Debtor's counsel. 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., the air and gas handling segment of Colfax Corp. being sold to KPS Capital Partners LP for approximately $1.8 billion. KPS will fund the transaction with a $925 million new senior secured term loan, $300 million of unsecured debt, and sponsor equity. Meanwhile, 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%). It also assigned its 'B-' issue-level rating and '5' recovery rating to the unsecured debt. The '5' recovery rating indicates S&P'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. GREENWOOD FOREST: Gets Interim Approval to Hire Bankruptcy Counsel ------------------------------------------------------------------ Greenwood Forest Apartments, LLC, received interim approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire Attorney Pamela Magee, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Pamela Magee, Esq., the attorney who will be handling the case, charges an hourly fee of $375. Her firm received the sum of $1,717 for court costs prior to the Debtor's bankruptcy filing. Ms. Magee disclosed in a court filing that she does not hold any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Pamela Magee, Esq. Attorney Pamela Magee LLC P.O. Box 59 Baton Rouge, LA 70821 Phone: (225) 367-4667 Email: pam@AttorneyPamMagee.com About Greenwood Forest Apartments Greenwood Forest Apartments, LLC, a company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 19-10956) on Aug. 20, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Douglas D. Dodd. GROUP 1 ENTERPRISES: Hires Robert N. Bassel as Attorney ------------------------------------------------------- Group 1 Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Robert N. Bassel, Attorney at Law, as attorney to the Debtor. Group 1 Enterprises requires Robert N. Bassel to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Robert N. Bassel will be paid at the hourly rate of $350. Robert N. Bassel will be paid a retainer in the amount of $15,000. Robert N. Bassel will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert N. Bassel, 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. Robert N. Bassel can be reached at: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 835-7683 E-mail: bbassel@gmail.com About Group 1 Enterprises Group 1 Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 19-50245) on July 15, 2019. The Debtor is estimated to have under $1 million in both assets and liabilities as of the bankruptcy filing. The Debtor is represented by Robert N. Bassel, Esq. H2D MOTORCYCLE: Sept. 25 Hearing on Bid Procedures for Assets Set ----------------------------------------------------------------- Judge Beth E. Hanan of the U.S. Bankruptcy Court for the Eastern District of Wisconsin will expedite the hearing on proposed the bidding procedures of H2D Motorcycle Ventures, LLC and JHD Holdings, Inc. in connection with the sale of substantially all assets of H2D, to Hannum's Sales of New Berlin, Inc. for $2.15 million, subject to adjustments, subject to overbid. A preliminary hearing will be held on Sept. 25, 2019 at 1:30 p.m. to consider the Sale Procedures Motion. The time-period to respond to the Sale Procedures Motion is shortened to Sept. 24, 2019 at 12:00 p.m. (CT). No later than Sept. 19, 2019, the Debtors will transmit to their 20 largest unsecured creditors and parties-in-interest (1) a copy of the Order and (2) a copy of the Sale Procedures Motion, and will file a certificate of service on the docket by the same date. In addition, the Bidding Procedures provide that bidders submit initial overbids in an amount of (a) $2.25 million, which represents $75,000 in excess of the aggregate Purchase Price under the H2D APA, which $50,000 of said amount is equal to the H2D Break-Up Fee plus $25,000 in an initial overbid increment, plus assumption of the Assumed Liabilities up to $130,000 plus the Cure Amount in the event the bidder wishes to assume the Debtor’s existing lease for its dealership premises. All bids submitted for the purchase of the H2D Assets will remain open, and all deposits held in the attorney escrow account of the Debtors' counsel until the sale of the H2D Assets to the Successful Bidder is consummated. The Bid Deadline is Oct. 10, 2019 at 4:00 p.m. (CST). For the avoidance of doubt, and notwithstanding the foregoing, any overbid submitted by the H2D Purchaser at any Auction on substantially the same terms as its initial offer (apart from any increase in price) will be deemed a Qualified Competing Bid. In the event that a bidder wishes to assume the Debtor's lease for the H2D Dealership premises, it must pay an additional amount of (a) $360,000 to the landlord as cure of all pre-closing obligations and (b) $470,000 to the Debtor as an adjustment for tis security deposit. A copy of the H2D APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/H2D_Motorcycle_55_Sales.pdf About H2D Motorcycle Ventures Based in New Berlin, WI, H2D Motorcycle Ventures, LLC, and its affiliates sought Chapter 11 protection (Bankr. E.D. Wis. Lead Case No. 19-26914) on July 17, 2019. In the petition signed by Eric Pomeroy, CEO, the debtor H2D Motorcycle disclosed $5,698,014 in assets and $5,803,573 in liabilities. The Hon. Beth E. Hanan oversees the case. Robert L. Rattet, Esq., at Rattet PLLC, serves as bankruptcy counsel to the Debtor. HAWAII PACIFIC UNIVERSITY: S&P Alters Rev. Bond Outlook to Negative ------------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB' long-term rating on Hawaii State Department of Budget and Finance's series 2013A special purpose revenue bonds, issued for Hawaii Pacific University (HPU). "The outlook revision reflects our opinion of the contingent liability risk associated with the series 2013 and 2018 bonds, which are subject to cross-default provision and certain debt covenants," said S&P Global Ratings credit analyst Ying Huang. In S&P's view, there is limited cushion for meeting certain covenants, based on the year-to-date budget and projections. It understands that breaching the debt covenants could result in either engagement of external consultant or potential acceleration of the outstanding bonds upon the majority vote of the bondholders. "The outlook revision also reflects our opinion of the declining enrollment trend, which resulted in continued declines in net tuition revenue and widening operating deficits seen in the last few years and projected for fiscal 2019," Ms. Huang continued. While management expects a modest enrollment decline in fall 2019 and significantly smaller operating deficit starting in fiscal 2020, S&P believes the potential exists for operating performance to be beneath budgeted expectations if HPU misses its projected enrollment target in fall 2019. To the extent HPU misses its budget goals, it could potentially violate its debt covenant, which may result in either engagement of external consultant or potential bonds acceleration and diminish liquidity. HPU had $76.9 million in outstanding debt as of the end of fiscal 2018. HEATING & PLUMBING: Seeks to Hire SSA P.C. as Accountant -------------------------------------------------------- Heating & Plumbing Engineers, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ SSA, P.C., as accountant to the Debtor. Heating and Plumbing requires SSA P.C. to: -- audit financial statements; -- prepare federal and state tax returns; -- provide any other tax services that the Debtor requires; and -- assist the Debtor in preparation of a Plan and Disclosure Statement. SSA P.C. will be paid at these hourly rates: Partners $340 Clericals $75 SSA P.C. was employed by the Debtor on a prepetition basis, and holds an unsecured claim against the Debtor in the amount of $1,500. Accountant has agreed to waive its claim in exchange for employment in the case. SSA P.C. will also be reimbursed for reasonable out-of-pocket expenses incurred. Russ Anderson, a partner at SSA 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. SSA P.C. can be reached at: Russ Anderson SSA P.C. 3355 American Drive Colorado Springs, CO 80917-5707 Tel: (719) 574-0100 Fax: (719) 380-9631 About Heating & Plumbing Engineers Founded in 1947, Heating & Plumbing Engineers, Inc., a mechanical contractor, provides HVAC sheet metal, plumbing, and piping systems services in Colorado. Heating & Plumbing Engineers filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-16183) on July 19, 2019. In the petition signed by CEO William T. Eustace, the Debtor disclosed $13,845,361 in assets and $14,934,602 in liabilities. Lee M. Kutner, Esq. at Kutner Brinen, P.C., is the Debtor's counsel. HOPE ACADEMY: Fitch Affirms B Rating on $8MM Revenue Bonds ---------------------------------------------------------- Fitch Ratings affirmed the following revenue bonds issued by the Michigan Finance Authority on behalf of Hope Academy, Michigan at 'B': -- $8,130,000 public school academy limited obligation revenue bonds (Hope Academy project), series 2011. In addition, Fitch has assigned an Issuer Default Rating (IDR) of 'B' to Hope Academy. The Rating Outlook is Stable. SECURITY Bonds are general obligations of the Academy. The Academy assigns up to 20% of state allocated per-pupil foundation allowance to the trustee for debt service. The trustee intercepts the pledged revenues from the state of Michigan monthly for bond debt service, prior to remitting excess funds to Hope. Additionally, bondholders benefit from a property mortgage and a standard, cash-funded debt service. ANALYTICAL CONCLUSION The 'B' IDR and bond rating reflect the school's weak financial profile given the weaker revenue defensibility characteristics and midrange operating risk assessment. The rating also reflects the school's weak liquidity profile, with reliance on short-term borrowing to support cash flow timing mismatches during the academic year. KEY RATING DRIVERS Revenue Defensibility -- Weaker: The weaker revenue defensibility assessment reflects Hope Academy's volatile enrollment history, poor academic performance and limited demand flexibility. Operating Risk -- Midrange: Fitch believes the school has midrange flexibility to vary cost with enrollment shifts and expects fixed carrying costs for debt service to remain moderate. Financial Profile -- 'b': Hope Academy's leverage metrics, including both debt and Fitch's estimate of the school's current net pension liability, are expected to remain elevated. Asymmetric Additional Risk Considerations: The school's liquidity cushion is slim at approximately 1% of annual governmental fund expenditures in fiscal 2018. The school is reliant on market access to maintain sufficient liquidity during each fiscal year. RATING SENSITIVITIES CHANGE IN FINANCIAL PERFORMANCE: Sustained improvement in operating margins and liquidity from current weak levels that leads to improved leverage metrics could create upward rating pressure. Deteriorating operating margins and liquidity would put downward pressure on the rating. ACADEMIC/ENROLLMENT TRENDS: Weakening academic performance could lead to enrollment declines and concerns about the ability of the school to maintain its charter and continue operations. Enrollment levels that are close to management's ideal capacity and improving academic performance could create upward rating pressure. CREDIT PROFILE Hope Academy (Hope) is a K-8 charter school located near the historic district of Detroit, MI. Hope was established in 1998 and has received five charter renewals since, most recently in 2016 for a four-year term that expires in June 2020. Revenue Defensibility Hope Academy's weaker revenue defensibility is driven by the school's volatile enrollment history, limited demand flexibility, challenged service area, and academic performance below statewide averages. Typical of the charter school sector, revenue defensibility is limited by the inability to control pricing as the school's main revenue source is derived from per pupil revenue from the state. Hope's enrollment has had periods of both substantial enrollment growth and decline. The school originally served grades K-6, and added 7th grade in fall of 2011 and 8th and 9th grades in fall of 2012. The 9th grade was a one-year pilot program. After some earlier volatility, enrollment growth was solid for existing grade levels (K-6) in fall 2008-2012. Enrollment in K-8 then declined significantly, to 502 students in fall 2016 from 703 in fall 2013. Management attributes the decline in enrollment to changing neighborhood demographics and general population declines in Detroit. In addition, at the beginning of the 2013-2014 school year Hope was identified as a 'Priority School', which means it was an under-performing school with academic achievement among the lowest 5% of all Michigan schools. Fitch believes that this likely contributed to weaker enrollment demand as well. Hope implemented a three-year transformation plan in 2014. In January 2017, during the third year of the transformation plan, Hope was removed from the state's priority list due to satisfactory progress in implementing the transformation plan and necessary progress toward academic objectives. The improvement appears to have positively affected enrollment, which grew slightly in fall 2017 and 2018 (by 2% and 4%, respectively). However, demand flexibility is weak as enrollment remains significantly below both management's ideal capacity (675) and the facility limit (765). Management projects enrollment growth of about 1% in the fall of 2019 and 2020, and 2% in the fall of 2021. Hope's academic results are still very weak compared to statewide and county averages despite the school's removal from the state's priority list, but have been generally in line with or slightly below neighboring schools and averages across all schools in the Detroit Public Schools Community District. Fitch expects per-pupil funding to grow at approximately the rate of inflation, consistent with school districts in the state. Operating Risk Fitch considers the school's operating risk profile to be midrange, based on its moderate fixed carrying costs and demonstrated ability to control other expenditures during past periods of enrollment volatility. The school has well-identified cost drivers with moderate potential volatility. Adequate expenditure flexibility is provided by management's strong degree of control in managing its workforce costs, which are not governed by collective bargaining agreements. However, practical limitations include the limited ability to reduce teacher headcount, since doing so could impair the school's already weak academic performance, potentially further reducing student demand and increasing costs. Fitch recognizes that management can control salaries and reduce some other costs in a recessionary period, supporting the midrange operating risk assessment. In fiscal 2015 through 2017, when Hope experienced a substantial decline in enrollment and state aid, management was able to decrease expenditures and finished each year with balanced to marginally positive results. Hope's fixed carrying costs for maximum annual debt service are midrange at about 17% of expenditures. Prior to fiscal 2015, Hope was a participant in the Michigan Public School Employees' Retirement System (MPSERS). During fiscal 2014, Hope changed to a management-company structure with BFDI Educational Services (BES) as the management organization. All employees of Hope Academy were then hired by the management company, which effectively terminated Hope's active participation in MPSERS. Management reports that it does not have any significant projected CapEx requirements. Financial Profile Hope's leverage is consistent with a 'b' assessment given the school's revenue defensibility and operating risk assessments. The 'b' financial profile assessment incorporates the school's extremely narrow operating margins, slim unrestricted cash balances, and high leverage. Net debt (including Fitch-calculated estimate of the school's legacy net pension liability) to cash flow available for debt service (CFADS) has been elevated, although it has declined from 13.4x to 11.0x over the past five years. The decline reflects a decrease in the Fitch- estimated pension obligation over the time period, rather than improved financial performance. Fitch's analysis incorporates the remaining deferred inflows for pensions in fiscal 2018 and 2019 but assumes that the school will have no responsibility related to the pension plan by fiscal year end 2020. Fitch's base case assumes growth in both revenues and expenditures at about the rate around inflation. In this scenario, the school's net debt to CFADS declines to approximately 8.8x over the next three years, primarily due to the amortization of the net pension liability and modest excess cash flow builds cash balances and reduces net debt. Leverage is expected to remain elevated over the near term given the long and back-loaded principal amortization schedule of the school's outstanding bonds. Given the low rating level, Fitch does not believe the rating case provides additional insight into the risk of default. Fitch believes the margin of safety remains satisfactory for a 'B' rating given the school's ability to weather extensive enrollment volatility and expectations that enrollment has stabilized. Fitch does not consider the state aid intercept in its evaluation of credit quality, as state aid payments are contingent on the school's ability to continue operating. Asymmetric Additional Risk Considerations Hope's liquidity is extremely weak, with a ratio of unrestricted cash to annual governmental fund expenditures of only about 0.9% in fiscal 2018. Hope routinely uses state aid notes (secured by state per-pupil funding) to smooth cash flow during the academic year. The liquidity ratio does not reflect this borrowing as it is repaid by fiscal year-end. Fitch views the reliance on short-term financing as part of the asymmetric risk since an inability to obtain financing could result in significant cash flow pressures and likely result in the depletion or near depletion of unrestricted liquid resources. Hope gradually lowered the state aid note amount in recent academic years, from $950,000 in fiscal 2017 to $770,000 in in fiscal 2018 (16% of expenditures) and $750,000 in fiscal 2019 and the current fiscal year, but still remains reliant on external financing. HORIZON GLOBAL: Appoints Terrence Gohl as Chief Executive Officer ----------------------------------------------------------------- Horizon Global Corporation's Board of Directors appointed Terrence G. Gohl as chief executive officer. Mr. Gohl has also been appointed to Horizon Global's Board, effective immediately. These appointments follow the Board's acceptance of Carl Bizon's resignation from his executive positions and as a director. John C. Kennedy, Chair of Horizon Global's Board of Directors, stated, "We are pleased to announce Terry as Horizon Global's Chief Executive Officer. Terry brings decades of automotive industry experience, as well as substantial operational and turnaround expertise, which will help to further the Company's business improvement initiatives and accelerate its return to historical performance levels." Kennedy continued, "We believe Terry is the right leader at the right time. Terry will be able to draw upon his vast experience, including as President and CEO of Key Plastics through its successful turnaround. The Board looks forward to Terry's immediate contributions as he leads Horizon Global through its current turnaround." Kennedy added, "As a Company, we remain committed to offering best-in-class towing and trailering solutions to our customers and maximizing the long-term value of the business to benefit our shareholders, our employees and all of our stakeholders." Prior to joining Horizon Global, Mr. Gohl served as chief operating officer at International Automotive Components (IAC), a global supplier of automotive components and systems. While at IAC, Mr. Gohl was responsible for 50 manufacturing locations and 23 technical centers globally. Prior to his role at IAC, Mr. Gohl served as president and CEO of Key Plastics, LLC, a supplier of injection molded plastic components to automotive OEMs, where Gohl's strategic leadership and operational expertise were pivotal to its restructuring and turnaround, resulting in substantial improvement in financial performance and a successful sale of the business. Mr. Gohl has previously held executive positions with multiple Tier 1 automotive suppliers, including Visteon Corporation, Tower Automotive and Lear Corporation. Kennedy commented, "We would like to thank Carl Bizon for his leadership. As Horizon Global's Chief Executive Officer, Carl led the Company through the beginning stages of its turnaround. Carl also played a key role in the recent sale of Horizon Global's Asia-Pacific (APAC) business, which was a success for Horizon Global and its shareholders. Previously, as President of the APAC business, Carl transformed the business from a small regional player to the established market leader in Australia and New Zealand." Kennedy concluded, "After years of service to Horizon Global and its subsidiaries, Carl would now like to spend more time with his family in Australia. We wish him well in his future endeavors." The Company will provide Mr. Bizon with the severance benefits consistent with the Company's Executive Severance/Change of Control Policy. Additionally, Mr. Bizon received a cash bonus of $840,752 for the successful completion of the sale of the Company's Asia-Pacific business segment. Mr. Bizon is expected to remain an employee of the Company through Sept. 30, 2019 to aid in the transition of his duties. In connection with his appointment as president and chief executive officer, Mr. Gohl will (i) receive an annual base salary of $650,000, (ii) be eligible to receive an annual short-term cash incentive award based on the performance of the Company, which is targeted at 100% of base salary for 2020, (iii) be eligible to receive an annual long-term incentive award under the Company's Amended and Restated 2015 Equity and Incentive Compensation Plan, which has a target value of 200% of base salary for 2020, (iv) receive a one-time signing grant award equal to 100,000 Performance Share Units, earned generally based on the performance of the Company's common stock during the period commencing Sept. 23, 2019 and ending on the third anniversary of the Effective Date, and (v) be a Tier I participant in the Company's Executive Severance/Change of Control Policy. In addition, Mr. Gohl will generally be eligible to participate in all other employee benefit plans and compensation programs that the Company maintains for its salaried employees and executive officers. About Horizon Global Horizon Global -- http://www.horizonglobal.com/-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves the automotive aftermarket, retail and original equipment manufacturers ("OEMs") and servicers ("OESs") (collectively "OEs") channels. Horizon Global reported net losses of $204.9 million in 2018, $4.77 million in 2017, and $12.66 million in 2016. As of June 30, 2019, the Company had $604.74 million in total assets, $693.06 million in total liabilities, and a total shareholders' deficit of $88.32 million. * * * As reported by the TCR on June 18, 2019, Moody's Investors Service downgraded Horizon Global Corporation's Corporate Family Rating to C from Caa3. The downgrade reflects Moody's expectations that modest earnings improvement will not be sufficient to reduce leverage to a sustainable level and that the sale of the Asia-Pacific segment will, while reducing secured leverage, increase total leverage and create greater reliance on a quick turnaround in the more weakly performing U.S. and European operations to diminish restructuring risk. In March 2019, S&P affirmed its 'CCC' issuer credit rating on the Company and its 'CCC' issue-level rating on its first-lien debt. S&P took the rating actions after Horizon issued an incremental $51 million term loan (unrated) and amended its covenants. In August 2019, S&P Global Ratings revised its outlook on Horizon Global Corp. to developing following the company's announcement that it has reached a definitive agreement to sell its Asia-Pacific segment and use the proceeds to repay debt. INSIGNIA TECHNOLOGY: Oct. 11 Plan Confirmation Hearing ------------------------------------------------------ Judge Stephen C. St. John of the U.S. Bankruptcy Court for the Eastern District of Virginia, Newport News Division, issued an order conditionally approving the disclosure statement for the amended Chapter 11 plan of reorganization for Insignia Technology Services, LLC, without prejudice to any party in objection of interest to final approval of the disclosure state at the combined hearing. The Court will consider confirmation of the Plan and final approval of the disclosure statement on October 11, 2019, at 11:00 a.m., and October 4, 2019, is the deadline for serving and filing objections, responses, or comments to the approval of the disclosure statement and confirmation of the Plan. A consensually-approved two-year Plan would offer for (a) survival of more than 100 jobs and the company, (b) full payment of secured and administrative claims on the effective date, (c) full payment to general unsecured creditors, paid at 6% interest over two years, and (d) payment of $7.5 million to Mr. La Clair. The Debtor believes that the projections show that it or the Reorganized Debtor has enough cash flow to make all distributions and payments required under the Plan, all payments essential to meet the ongoing obligations of the business and Plan confirmation is not probably to be followed by liquidation or the need for further financial reorganization. A full-text copy of the disclosure statement is available for free at https://tinyurl.com/yxcumk6b from PacerMonitor.com. The Debtor is represented by Patrick J. Potter, Jason S. Sharp and Andrew V. Alfano of Pillsbury Winthrop Shaw Pittman LLP. About Insignia Technology Services Insignia Technology Services, LLC -- https://insigniatechnology.com/ -- is a provider of information technology, software engineering, and instructional design and collaborative environments for its government and commercial clients. The Company specializes in full Systems Development Life Cycle support of complex, Enterprise-class IT systems running in mission-critical, high-availability environments. The company was founded in 2006 and is based in Newport News, Virginia with locations in Arlington, Virginia; North Charleston, South Carolina; St. Louis, Missouri; New Orleans, Louisiana; Clearwater, Florida; Boston, Massachusetts; and Denver, Colorado. Insignia Technology Services, LLC, based in Newport News, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50277) on March 2, 2019. In the petition signed by CEO Frederick P. O'Brien, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Stephen C. St. John oversees the case. The Debtor tapped Pillsbury Winthrop Shaw Pittman LLP, as bankruptcy counsel, and Fox Rothschild LLP, as general legal and government contracting counsel. INTERLOGIC OUTSOURCING: Taps Daileader as Independent Director -------------------------------------------------------------- Interlogic Outsourcing, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Timothy Daileader, as independent director to the Debtors. Interlogic Outsourcing requires Daileader to: a. serve as an independent director of each of the Debtors and be available to perform the duties consistent with such position pursuant to the Certificates of Incorporation and Bylaws of the Debtors (the "Organizational Documents"); and b. serve as a member of one of more committees of the Debtors' boards of directors as may be requested from time to time by the Debtors or a majority of the directors and for which Daileader is qualified to serve. Daileader will be paid at the monthly rate of $16,666.67. Daileader will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy Daileader, assured the Court that he 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. About Interlogic Outsourcing Founded in Elkhart, Indiana in 2002 and operating under the trade name IOIPay, Interlogic Outsourcing, Inc., and its related entities -- https://www.ioipay.com/ -- are a locally based payroll processor with a national customer base and footprint. They provide payroll, payroll tax, and benefit administration services directly to clients in the United States, as well as through a network of licensees in the United States and Canada. Interlogic Outsourcing and six affiliates sought Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 19-31445) on Aug. 10, 2019. In the petition, Interlogic Outsourcing is estimated to have less than $10 million in assets and at least $10 million in liabilities. The Hon. Harry C. Dees, Jr., is the case judge. The Debtors tapped Jacobson Hile Kight LLC and Paul Hastings LLP as counsel. Prime Clerk LLC is the claims agent. INTERLOGIC OUTSOURCING: Taps Kroll Associates as Service Provider ----------------------------------------------------------------- Interlogic Outsourcing, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Kroll Associates, Inc., as investigation and litigation support service provider to the Debtors. Interlogic Outsourcing requires Kroll Associates to: (a) assist in the collection, preservation, and efficient review and analysis of electronically stored information; (b) provide internal and external investigations and forensic accounting; and (c) asset searching and recovery. Kroll Associates will be paid at these hourly rates: Senior Managing Director and Managing Director $440 to $650 Non-Managing Director and other professional staff $230 to $440 Kroll Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. William Nugent, a senior managing director of Kroll Associates, 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. Kroll Associates can be reached at: William Nugent KROLL ASSOCIATES, INC. 2000 Market Street, Suite 2700 Philadelphia, PA 19103 Tel: (215) 568-2440 About Interlogic Outsourcing Founded in Elkhart, Indiana in 2002 and operating under the trade name IOIPay, Interlogic Outsourcing, Inc., and its related entities -- https://www.ioipay.com/ -- are a locally based payroll processor with a national customer base and footprint. They provide payroll, payroll tax, and benefit administration services directly to clients in the United States, as well as through a network of licensees in the United States and Canada. Interlogic Outsourcing and six affiliates sought Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 19-31445) on Aug. 10, 2019. In the petition, Interlogic Outsourcing is estimated to have less than $10 million in assets and at least $10 million in liabilities. The Hon. Harry C. Dees, Jr., is the case judge. The Debtors tapped Jacobson Hile Kight LLC and Paul Hastings LLP as counsel. Prime Clerk LLC is the claims agent. JACK COOPER: Taps AlixPartners as Financial Advisor --------------------------------------------------- Jack Cooper Ventures, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire AlixPartners, LLP, as its financial advisor. The firm will provide these services in connection with the Chapter 11 cases filed by the company and its affiliates: (1) assist the Debtors in developing their rolling 13-week cash receipts and disbursements forecasting tool designed to provide on-time information related to their liquidity; (2) develop and implement cash management strategies, tactics and processes; (3) identify and implement both short-term and long-term liquidity generating initiatives; (4) develop revised business plan and such other related forecasts as may be required by the bank lenders in connection with negotiations or by the Debtors for other corporate purposes; (5) formulate and implement a restructuring strategy designed to maximize enterprise value; (6) develop contingency plans and financial alternatives in the event an out-of-court restructuring cannot be achieved; (7) negotiate and implement restructuring initiatives and evaluate strategic alternatives; (8) assist the Debtors with their communications and negotiations with outside parties including stakeholders, banks and potential acquirers of their assets; (9) help the Debtors obtain covenant relief from their bank lenders and other creditors. (10) assist the Debtors in strengthening the core competencies of their finance organization; (11) assist the Debtors in the preparation of a plan of reorganization; and (12) analyze performance improvement and cash enhancement opportunities, including assisting with cost reduction initiatives, plant operational improvement initiatives, accounts receivable management, and accounts payable process improvement opportunities. The firm's hourly rates are: Managing Director $990 – $1,165 Director $775 – $945 Senior Vice President $615 – $725 Vice President $440 – $600 Consultant $160 – $435 Paraprofessional $285 – $305 AlixPartners received advance retainer payments from the Debtors in the amount of $250,000 and subsequent advance payments throughout the course of its pre-bankruptcy engagement. In the 90 days prior to the petition date, the Debtors paid the firm a total of $2,604,842.76. The firm can be reached through: David Orlofsky AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Office: +1 (212) 561-4022 E-mail: dorlofsky@alixpartners.com About Jack Cooper Ventures Jack Cooper Ventures, Inc., is a specialty transportation and other logistics provider and one of the largest over-the-road finished vehicle logistics companies in North America. The company provides premium asset-heavy and asset-light based solutions to the global new and previously-owned vehicle markets, specializing in finished vehicle transportation and other logistics services for major automotive original equipment manufacturers and for fleet ownership companies, remarketers, dealers and auctions. The company is a certified Woman-Owned Business Enterprise by the Woman's Business Enterprise Council. Jack Cooper Ventures and 18 affiliates and subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 19-62393). The Hon. Paul W. Bonapfel is the case judge. Paul, Weiss, Rifkind, Wharton & Garrison LLP and King & Spalding LLP are serving as legal counsel to Jack Cooper, Houlihan Lokey, Inc., is serving as investment banker and financial advisor, and AlixPartners LLP is serving as restructuring advisor. The Debtors also tapped Ogletree, Deakins, Nash, Smoak & Stewart, P.C. as labor counsel, and Osler, Hoskin & Harcourt LLP, as Canadian restructuring counsel. Prime Clerk LLC is the claims agent. JACK COOPER: Taps King & Spalding as Co-Counsel ----------------------------------------------- Jack Cooper Ventures, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire King & Spalding LLP. King & Spalding will serve as co-counsel with Paul, Weiss, Rifkind, Wharton & Garrison LLP, the other firm handling the Chapter 11 cases of Jack Cooper and its affiliates. The hourly rates range from $825 to $1,255 for King & Spalding partners, $475 to $1,160 for counsel, $425 to $910 for Associates, and $225 to $625 for paraprofessionals. In the 90 days prior to the petition date, the Debtors paid the firm $1,828,003 for services rendered in connection with their bankruptcy cases. Sarah Borders, Esq., a partner at King & Spalding, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Borders disclosed that the firm has agreed as a courtesy to the Debtors to bill at 85 percent of its market hourly rates in effect when services are rendered. The attorney also disclosed that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Ms. Borders also disclosed that the Debtors have already approved the firm's budget and staffing plan for the period Aug. 6 to Oct. 31, 2019. King & Spalding can be reached through: Sarah R. Borders, Esq. Leia Clement Shermohammed, Esq. Britney Baker, Esq. King & Spalding LLP 1180 Peachtree Street NE Atlanta, GA 30309 Tel: (404) 572-4600 Email: sborders@kslaw.com Email: lshermohammed@kslaw.com Email: bbaker@kslaw.com About Jack Cooper Ventures Jack Cooper Ventures, Inc., is a specialty transportation and other logistics provider and one of the largest over-the-road finished vehicle logistics companies in North America. The company provides premium asset-heavy and asset-light based solutions to the global new and previously-owned vehicle markets, specializing in finished vehicle transportation and other logistics services for major automotive original equipment manufacturers and for fleet ownership companies, remarketers, dealers and auctions. The company is a certified Woman-Owned Business Enterprise by the Woman's Business Enterprise Council. Jack Cooper Ventures and 18 affiliates and subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 19-62393). The Hon. Paul W. Bonapfel is the case judge. Paul, Weiss, Rifkind, Wharton & Garrison LLP and King & Spalding LLP are serving as legal counsel to Jack Cooper, Houlihan Lokey, Inc., is serving as investment banker and financial advisor, and AlixPartners LLP is serving as restructuring advisor. The Debtors also tapped Ogletree, Deakins, Nash, Smoak & Stewart, P.C. as labor counsel, and Osler, Hoskin & Harcourt LLP, as Canadian restructuring counsel. Prime Clerk LLC is the claims agent. JOYNTURE 417 SOUTH: Philadelphia Co-Working Space in Chapter 11 --------------------------------------------------------------- Joynture 417 South Street, Inc., owner of the Joynture co-working space at 417 South Street, in Philadelphia, has sought Chapter 11 bankruptcy protection. Joynture's coworking space at 417 South Street has an intimate boutique flavor while providing plenty of room for members to work, collaborate and relax. Communal areas include cafe style tables, plush couches and seats throughout the space, phone booths, and conference rooms. Entrepreneurs, startups and small businesses can choose between day passes, desks and private offices. Pricing is all inclusive of 24/7 access, Wi-Fi, conference rooms (no credit system), 1 phone per private office, mail & package reception, BW printing/copying, coffee, beer, soda, fruit, snacks, lounge, credit with AWS, discount with UPS, and many other benefits. Joynture 417 South Street, Inc., sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 19-15587) on Sept. 9, 2019. In the petition signed by Faisal Zafar, president, the Debtor was estimated to have up to $100,000 in assets and up to $1 million in liabilities. Carol B. McCullogh, Esq., at McCullough Eisenberg, LLC, serves as counsel to the Debtor. LA MERCED LIMITED: Plan Proposes $3MM Distribution to Unsecureds ---------------------------------------------------------------- La Merced Limited Partnership S.E. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement explaining its Chapter 11 Plan. It is the intention of the Debtor to make payments to its creditors through the Plan primarily consisting of: * Payment of 100% of Secured portion of Creditor Condado 5 LLC, that is for approximately $3,180,425. through the reconfiguration and/or re-syndication of the original financial structure that created La Merced. * Payment of 100% of the expected allowed amount of priority claims, such as CRIM, Personal Property, Internal Revenue Service, Municipality of San Juan (Patente), PR Department of Treasury, PR State Insurance Fund, for a total expected allowed amount of $28,000.00. This treatment applies only to those claims recognized by the debtor and/or those paid in full on the effective date, and/or those settled with claimants. * General unsecured creditors will receive 100% of the amount allowed by the Plan. This treatment applies only to those claims recognized by the debtor and/or those paid in full on the effective date, and/or those settled with claimants. The approximate amount in the class is approximately $3,000,000.00. The Plan is to be funded with the available funds originating from Debtors operations. The proposed Plan provides for at least $3,000,000.00 for distribution to general unsecured creditors. A full-text copy of the Disclosure Statement is available at: https://tinyurl.com/y4hsxa73 from PacerMonitor.com. The Debtor is represented by Nelson Robles Diaz Law Offices P.S.C. as its counsel. About La Merced LP La Merced Limited Partnership, S.E., is a single asset real estate, as defined in 11 U.S.C. Section 101(51B)). Based in San Juan, Puerto Rico, La Merced LP filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06858) on Nov. 27, 2018. In the petition signed by Luz Celenia Castellano, administrator, the Debtor disclosed $6,088,228 in liabilities. Judge Enrique S. Lamoutte Inclan is the case judge. Nelson Robles Diaz Law Offices, PSC, led by founding partner Nelson Robles Diaz, is the Debtor's counsel. LAKESIDE VIEW: Court Directs Parties to Settlement Conference ------------------------------------------------------------- A hearing was held on September 18. Having reviewed the amended disclosure statement and heard statements from Lakeview Towers, LLC's counsel, as well as counsel of objecting parties, the Court concludes that in absence of an executed settlement agreement and various other factors, the proposed plan is not feasible and not confirmable on its face and will not approve the disclosure statement at this time. The Debtor requests for a settlement conference to address issues preventing execution of settlement agreement is granted. Hearing on approval of the disclosure statement is continued indefinitely to be reset after conclusion of settlement conference. Each party is required to submit a Settlement Conference Statement no later than September 30, 2019 no later than 12:00 PM. Settlement Conference will be held on October 7, 2019 at 09:30 AM. Prior to the September 18 hearing, the Debtor filed an Amended Plan, which calls for the payment in full of all Allowed Claims. Each holder of an Allowed Other Priority Claim shall receive cash equal to the unpaid portion of that claim. All allowed Class 1 Claims which are not due and payable on or before the Effective Date of the Plan will be paid in the ordinary course of business. The holder of the Fannie Mae Secured Claim will be paid as follows: (a) $3,000,000 cash paid within fourteen days of receipt of the Settlement Payment, (b) interest will accrue at the rate of 5.75% on the outstanding principal balance, without regard for any late fees or default interest, (c) any residual remaining from the Mansell Escrow and (d) a payment of all outstanding principal and interest on the Anniversary Date. On or before the Anniversary Date Debtor will secure a new mortgage on the Property in an amount sufficient to pay all Creditors in full. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y2s9gmrt from PacerMonitor.com at no charge. The Debtor is represented by: Stephen J. Moriarty, Esq. Fellers, Snider, Blankenship Bailey & Tippens, P.C. 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102 Tel: (405) 232-0621 Fax: (405) 232-9659 Email: smoriarty@fellerssnider.com About Lakeview Towers Based in Framingham, Massachusetts, Lakeview Towers LLC, a privately held company primarily engaged in renting and leasing real estate properties, filed a voluntary Chapter 11 petition (Bankr. W.D. Okla. Case No. 19-11867) on May 8, 2019. The case is assigned to Hon. Sarah A. Hall. The Debtor's counsel is Stephen J. Moriarty, Esq., at Fellers Snider, in Oklahoma City, Oklahoma. At the time of filing, the Debtor estimated assets of $10 million to $50 million and estimated liabilities of $1 million to $10 million. LAKOTA INC: Court Denies Approval of Disclosure Statement --------------------------------------------------------- Judge Katherine A. Constantine of the United States Bankruptcy Court for the District of Minnesota issued an order for the disapproval of the Disclosure Statement of Lakota Inc. due to inadequate information. About Lakota Inc. Lakota, Inc. d/b/a Badboyscustom -- http://www.badboyscustom.com-- is in the business of selling, maintaining, repairing, and altering motorcycles. Badboyscustom also offers a plethora of services including storage, trailer rentals, RV and camper rentals, small engine service, motorcycle sales, repair, and upgrades. Lakota, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 19-40377), on February 12, 2019. In the petition signed by CEO Natalya Z. Kelly, Lakota estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Katherine A. Constantine. Lakota is represented by Joel D. Nesset, Esq., at Cozen O'Connor. LIBERTY INTERACTIVE: S&P Cuts Rating on Sr. Unsecured Notes to B+ ----------------------------------------------------------------- S&P Global Ratings lowered the issue-level rating on Liberty Interactive LLC's (subsidiary of Qurate Retail Inc.) senior unsecured notes to 'B+' from 'BB-' and revised the recovery rating to '6' from '5', reflecting its expectation for negligible (0%-10%; rounded estimate: 0%) recovery. The downgrade follows the significant reduction of the company's equity investment securities, which lowered the collateral available for unsecured debtholders. The 'BB' issuer credit rating and stable outlook on Qurate are unchanged. S&P expects leverage to remain around the mid-3.5x area by fiscal year-end 2019. Although revenues softened in the first half from lower sales volume, EBITDA was almost flat as the company benefited from HSN Inc. integration cost savings. S&P expects performance to improve in the second half as Qurate executes on turnaround initiatives that include better merchandise curation and broadens its digital capabilities. S&P forecasts free cash flows of about $900 million, which it thinks the company would likely return to shareholders. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P simulates a default due to a deep economic recession and an increasingly competitive retail environment that significantly reduces Qurate's revenues and cash flow generation. -- S&P assumes the company would emerge following a bankruptcy scenario to maximize the lenders' recovery prospects given its retailing platform and digital presence. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $1.1 billion -- Implied enterprise value (EV) multiple: 6.5x -- Equity investment recovery: $40 million -- Estimated gross EV at emergence: $7 billion Simulated waterfall* -- Net EV after 5% administrative costs: $6.6 billion -- Secured debt claims: $6.7 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Unsecured debt claims: $2.3 billion -- Recovery expectations: 0%-10% (rounded estimate: 0%) -- Debt amounts include six months of prepetition interest. LOGISTICS BUDDY: Asks Court to Extend Final Cash Order ------------------------------------------------------ Logistics Buddy Transportation LLC asks permission from the U.S. Bankruptcy Court for the District of South Dakota to extend the Final Cash Collateral Order to cover the sale of accounts and the use of cash collateral through Nov. 30, 2019. The Debtor has determined it needs to continue to sell accounts to Wex Bank and to continue to use cash collateral from Oct. 1, 2019 through Nov. 30, 2019. As a result, the Debtor proposes to continue to obtain financing from Wex Bank under the Accounts Purchase Agreement up to a total of $1,200,000, plus charges and fees under the APA, on a revolving basis, retroactive to the Petition Date. The Debtor will use the proceeds from the sale of the accounts to maintain the operation of its business, pursuant to the budget. The budget provides for $134,062 in total operating expenses for the week from Sept. 29 to Oct. 5, 2019, which includes $45,000 for fuel and $55,000 for salaries and wages. Total administrative expenses for the week ending Oct. 5 is at $28,514 including $20,000 in leases and truck loans. A copy of the budget for the period from Sept. 29 through Nov. 2, 2019 can be accessed for free at: http://bankrupt.com/misc/Logistics_Buddy_212(1)_Cash_Budget.pdf The Debtor also seeks to grant Wex Bank and the Internal Revenue Service adequate protection retroactive to the Petition Date. The Debtor informs the Court that it was not able to consult Wex Bank and the IRS concerning authorization of cash use prior to filing this motion. A copy of the Motion can be accessed for free at: http://bankrupt.com/misc/Logistics_Buddy_212_Cash_MO.pdf About Logistics Buddy Logistics Buddy Transportation, LLC, a cargo and freight company based in Sioux Falls, S.D., sought Chapter 11 protection (Bankr. D.S.D. Case No. 19-40294) on July 5, 2019. The Debtor's assets as of the petition date range from $500,000 to $1 million, and its liabilities range from $1 million to $10 million. The case is assigned to Hon. Charles L. Nail Jr. Gerry & Kulm Ask, Prof. LLC, led by partner Clair R. Gerry, Esq., is the Debtor's legal counsel. MCDERMOTT INT'L: Reportedly Hires Turnaround Advisors ----------------------------------------------------- As widely reported, McDermott International Inc. (NYSE:MDR) hired a turnaround consultant to help stem losses and improve cash flow. McDermott hired AlixPartners LLP as an advisor, Bloomberg News and The Wall Street Journal reported, citing people familiar with the matter. McDermott responded by issuing a statement Sept. 18, 2019, saying: "McDermott routinely hires external advisors to evaluate opportunities for the Company. The Company is taking positive and proactive measures, as we have done in the past, intended to improve its capital structure and the long-term health of its balance sheet." The company has also tapped Evercore Inc. to help evaluate strategic options, Debtwire reported earlier. Henrix Alex, wrote on Seeking Alpha on Sept. 24, 2019, that McDermott is struggling to avoid bankruptcy. He said that the Hail Mary attempt to sell the company's Lummus Technology unit will likely fail, and notes of the $69 million interest payment due on Nov. 1, 2019. "Given the upcoming bond interest payment, a debt restructuring agreement and a subsequent bankruptcy filing could become reality much sooner than many market participants might think at this point," Mr. Alex stated. About McDermott International McDermott International, Inc. (NYSE:MDR) -- http://www.mcdermott.com/-- is an American multinational engineering, procurement, construction and installation company with operations in the Americas, Middle East, the Caspian Sea and the Pacific Rim. Incorporated in Panama, it is headquartered in the Energy Corridor area of Houston, Texas. Operating in over 54 countries, McDermott's locally focused and globally-integrated resources include approximately 32,000 employees, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world. The Company reported a net loss of $216 million on $4.348 billion of revenue for the six months ended June 30, 2019, compared with a profit of $82 million on $2.343 billion of revenue in the same period in 2018. The Company's balance sheet at June 30, 2019, showed $9.998 billion in assets against $9.204 billion in total liabilities. MCDERMOTT INTERNATIONAL: S&P Cuts ICR to 'CCC' on Hiring Advisors ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Houston-based engineering and construction provider McDermott International Inc. to 'CCC' from 'B-', which reflects its view of the increasing risk that the company could elect to engage in a transaction that it would view as a distressed exchange. At the same time, S&P lowered its issue-level ratings on McDermott's senior secured term loan to 'CCC+' from 'B' and its unsecured debt to 'CC' from 'CCC'. The downgrade and CreditWatch placement follows McDermott's announcement that it routinely hires external advisors to evaluate opportunities for the company, which could include changes to its capital structure. This follows several quarters of weaker than previously expected operating performance and cash flow. S&P believes this increases the likelihood the company could engage in a transaction the rating agency would view as a distressed exchange, where holders of the company's debt could receive less than the original promised value. Such an exchange would help alleviate the high debt burden on the company. Although McDermott doesn't face meaningful near-term debt maturities, S&P views the capital structure as unsustainable in the long term, with about negative $600 million of free cash flow in 2019. The CreditWatch with developing implications reflects the potential for a higher or lower rating on McDermott depending on the outcome of its engagement with external advisors, which could result in asset sales and changes to its capital structure and balance sheet, including the possibility of a distressed exchange. "We could lower the rating on McDermott if the company announced a debt exchange or engaged in discounted principal buybacks at less than par value. We could also lower the rating if liquidity deteriorated to the point that we believe that the company has less than six months of liquidity sources left to cover its fixed charges or is at risk of breaching its covenants," S&P said. "We could raise the ratings on McDermott if free operating cash flow (FOCF) to adjusted debt improves toward breakeven levels and the company's liquidity cushion improves. This could occur if the company executes its contracts without any further major cost overruns or project losses, along with proceeds from pending asset sales to bolster liquidity," S&P said, adding that under this scenario, it assumes a decreased likelihood of a distressed debt exchange. MEDICAL DEPOT: S&P Lowers ICR to 'CC' on Distressed Debt Exchange ----------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Medical Depot Holdings Inc. to 'CC' from 'CCC', the first-lien issue-level rating to 'CC' from 'CCC', and the second-lien issue-level rating to 'C' from 'CC'. The recovery ratings remain unchanged. The rating actions follow the company's announcement of a restructuring with its secured lenders aimed at replenishing its near-term liquidity and giving the company more time to execute its turnaround plan. The proposed transaction includes, but is not limited to, the company taking out a $35 million new money term loan (currently unrated), temporary first-lien term loan amortization relief, and paid-in-kind (PIK) interest payments to second-lien lenders instead of cash. S&P views this transaction as a distressed exchange, tantamount to a default, as it is highly probable that lenders will receive less value than originally promised. In addition, in light of the company's weak performance over the past year and its depleted liquidity, S&P considers this offer to be distressed, rather than opportunistic. "The negative CreditWatch listing reflects the likelihood that we will lower our rating on Medical Depot to 'SD' or 'D', contingent on which tranche of debt is affected on completion of the exchange. We will reassess our rating on the company, as well as our issue-level ratings on its rated debt, following the completion of the exchange," S&P said. MIKE & HENRY: Court Issues Amended Plan Confirmation Order ---------------------------------------------------------- The Bankruptcy Court issued an amended order confirming Mike & Henry, LLC's first amended plan of reorganization and first amended disclosure statement. The disclosure statement of Mike & Henry, LLC for its first amended plan of reorganization provides for the sale of its property located at 17 West Ogden Avenue in Western Springs, Illinois to Michael Buzzelli. The property is subject to a mortgage in favor of Michael Buzzelli and Buzzelli obtained a foreclosure judgment and was seeking to sell the property at a judicial sale. The Buzzelli Claim shall continue to accrue interest at 9% rate per annum from the date where the plan is filed with the Bankruptcy Court until it is paid in full pursuant to the terms of the plan. The Debtor expects that the sale of the property will pay all claims against the Debtor in full, which include the secured claim of Buzzelli, the administrative claim, the secured claim of Matt Leuck, the Cook County Treasurer, and the claim of the Internal Revenue Service. A copy of the first amended disclosure statement is available at: https://tinyurl.com/y3avwlpb from PacerMonitor.com. The Debtor is represented by: Scott R. Clar, Esq. Crane, Simon, Clar & Dan 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 (312) 641-6777 About Mike & Henry Mike & Henry, LLC owns a real property where H&H Auto, which provides auto repair service, operates. The property is located at 17 W. Ogden Avenue, Western Springs, Illinois. Mike & Henry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30035) on October 25, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Carol A. Doyle. The Debtor tapped Crane, Simon, Clar & Dan as its legal counsel. MONTGOMERY FINANCIAL: Case Summary & 6 Unsecured Creditors ---------------------------------------------------------- Debtor: Montgomery Financial Management, Inc. POB 770893 Coral Springs, FL 33077-0893 Business Description: Montgomery Financial Management Inc. is a provider of accounting, tax preparation, bookkeeping, and payroll services. Chapter 11 Petition Date: September 23, 2019 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Case No.: 19-22635 Judge: Hon. Raymond B. Ray Debtor's Counsel: Adam I. Skolnik, Esq. LAW OFFICE OF ADAM I. SKOLNIK, P.A. 1761 W Hillsboro Blvd. #201 Deerfield Beach, FL 33442 Tel: (561) 265-1120 Fax: (561) 265-1828 E-mail: askolnik@skolniklawpa.com Total Assets: $1,409,010 Total Liabilities: $1,144,941 The petition was signed by Clarence H. Montgomery, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb19-22635.pdf MORGAN ADMINISTRATION: Court Confirms Plan of Liquidation --------------------------------------------------------- Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, issued an order confirming the Joint Chapter 11 plan of liquidation of Morgan Administration, Inc., and its affiliated debtors and debtors in possession, d/b/a Home Owners Bargain Outlet, as amended, and a final order approving the Creditor Trust Agreement. The Court found that there are no objections to confirmation of the Plan. Judge Cox also approved, on a final basis, the Disclosure Statement. The Debtors are represented by: Jonathan Friedland, Esq. Mark Melickian, Esq. Elizabeth B. Vandesteeg, Esq. Jack O'Connor, Esq. Sugar Felsenthal Grais & Helsinger LLP 30 N. LaSalle St., Ste. 3000 Chicago, Illinois 60602 Tel: 312.704.9400 Fax: 312.372.7951 Email: jfriedland@SFGH.com mmelickian@SFGH.com evandesteeg@SFGH.com joconnor@SFGH.com About Morgan Administration Morgan Administration, Inc., and its subsidiaries are privately-held companies in Waukegan, Illinois that operate household appliance stores. They collectively do business under the trade name Home Owners Bargain Outlet or HOBO. Morgan Administration and 10 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 18-30039) on Oct. 25, 2018. In the petition signed by Leo Schmidt, president, Morgan Administration estimated $100,000 to $500,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Jacqueline P. Cox. The Debtors tapped Jonathan P. Friedland, Esq., at Sugar Felsenthal Grais & Helsinger LLP, as their bankruptcy counsel; and Michael Goldman of KCP Advisory Group LLC as their chief restructuring officer. On Nov. 5, 2018, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditor of Morgan Administration. The Committee retained Freeborn & Peters LLP as its counsel. MORGAN DIRTWORKS: Case Summary & 6 Unsecured Creditors ------------------------------------------------------ Debtor: Morgan Dirtworks, Inc. f/k/a Morgan Development, LLC 1405 4th Ave NW PMB 161 Ardmore, OK 73401 Case No.: 19-81097 Business Description: Morgan Dirtworks, Inc. is a grading and excavation contractor in Ardmore, Oklahoma. Chapter 11 Petition Date: September 23, 2019 Court: United States Bankruptcy Court Eastern District of Oklahoma (Muskogee) Judge: Hon. Tom R. Cornish Debtor's Counsel: Jimmy L. Veith, Esq. JIMMY L. VEITH, PC POB 607 120 A St NW Ardmore, OK 73402 Tel: (580) 226-2353 E-mail: ecfnoticesveith@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bucky Morgan, president & CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/okeb19-81097.pdf MOUNT JOY BAPTIST: Court Approves Stipulation with NLAC ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland approves the stipulation between Mount Joy Baptist Church of Washington, D.C., and the National Loan Acquisition Company (NLAC) with respect to the Debtor's use of cash collateral on an interim basis. The Debtor and NLAC stipulate that: (a) the Debtor will only use the cash collateral pursuant to the budget; (b) the Debtor will not use cash collateral to pay any administrative expenses or professional fees of the Debtor or the Debtor's estate other than quarterly fees to the U.S. Trustee, and professional fees and expenses specifically identified in the budget; (c) the authority to use cash collateral will terminate upon the earlier of: * Nov. 11, 2019 at 4 p.m. (prevailing Eastern time) * the entry of a Court order denying the Debtor authority to use cash collateral; * at the option of NLAC, upon the occurrence of an event of default. (d) the Debtor will make all payments required to the Internal Revenue Service, State of Maryland, Prince George's County, Maryland and all other taxing authorities with respect to all forms of post-petition taxes, as they come due; (e) the Debtor will maintain fire, disability, and other hazard insurance with respect to the Property; (f) NLAC is granted valid, perfected, enforceable and non-avoidable first-priority security interests and liens to and against all of the Debtor's post-petition property and assets that constitute proceeds of the NLAC's prepetition collateral and cash collateral; (g) to the extent that adequate protections granted are insufficient, NLAC is entitled to seek administrative and priority expenses that will be at all times senior to the rights of the Debtor, its creditors (other than NLAC), or any successor-in-interest, including any Chapter 11 trustee in this case; As further adequate protection, the Debtor will pay NLAC, on Oct. 1, 2019 and continuing on the first business day of each month thereafter, $5,675 monthly to be applied as interest only payments. The Court will continue to consider the Debtor's use of cash collateral on Nov. 13, 2019 at 10:30 a.m. (prevailing Eastern Time). Objections must be filed by Nov. 6, 2019. A copy of the Stipulation terms and the Motion can be accessed for free athttp://bankrupt.com/misc/MountJoy_Baptist_80_Cash_ORD.pdf About Mount Joy Baptist Church Mount Joy Baptist Church of Washington, D.C., a baptist church in Oxon Hill, Md., filed a Chapter 11 petition (Bankr. D.Md. Case No. 19-11707) on Feb. 8, 2019. In the petition signed by Rev. Bruce Mitchell, pastor and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. Craig M. Palik, Esq., at McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., serves as bankruptcy counsel to the Debtor. The Debtor tapped TD Emory, CPA & Associates as its accountant. MYLABDFW LLC: $100K Sale of Receivables to Capio Approved --------------------------------------------------------- Judge Mar X. Mullen of the U.S. Bankruptcy Court for the Northern District of Texas authorized MyLabDFW, LLC's sale of receivables to Capio Funding, LLC for $100,000. The sale is on "as‐is" condition, and free and clear of all Liens. The Liens will attach to the proceeds from the sale of the Receivables. To the extent necessary to consummate the sale or to pay the persons designated by the Order, the stay provisions of Bankruptcy Rule 6004(h) is waived and upon entry of the Order, the Debtor and the Buyer may immediately consummate the sale of the Receivables, subject to fulfillment of the conditions stated therein. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/MyLabDFW_LLC_20_Sales.pdf About MyLabDFW and Integrated Lab Solutions MyLabDFW, LLC, owner of medical laboratory testing facilities, and its affiliate Integrated Lab Solutions, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-42920) on July 18, 2019. At the time of the filing, MyLabDFW reported zero assets and liabilities of $2,240,548. Integrated Lab Solutions estimated assets of less than $50,000 and liabilities of less than $100,000. DeMarco Mitchell, PLLC, is the Debtors' counsel. NAUGHTON PLUMBING: Files 2019 to 2020 Annual Cash Budget -------------------------------------------------------- Naughton Plumbing Sales Co., Inc., files with the U.S. Bankruptcy Court for the District of Arizona its annual budget of revenues and expenses for the period from Oct. 2018 through Sept. 2019; and from Oct. 2019 through Sept. 2020. The budget from Oct. 2019 through Sept. 2020 projects $2,120,000 in gross revenue and $1,882,532 in total expenses -- $847,600 of which is for employee payroll; $250,000 for interest; and $125,000 for rent, among others. A copy of the budget can be accessed for free at: http://bankrupt.com/misc/Naughton_Plumbing_37_Cash_SupplMO.pdf About Naughton Plumbing 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. Naughton Plumbing Sales Co., Inc. (Bankr. D. Ariz. Case No. 19-11441) and two of its affiliates -- FWN Investments, LLC (Case No. 19-11443) ; and Naughton Construction, LLC, (Case No. 19-11444) -- sought Chapter 11 protection on Sept. 9, 2019 in Tucson, Arizona, with Naughton Plumbling's case as the lead case. The petition was signed by Frank W. Naughton, president. SMITH & SMITH PLLC represents the Debtors. NIAGARA FRONTIER: Obtains Cash Access under 12th Interim Order -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York authorizes Niagara Frontier Country Club, Inc., to use cash collateral on an interim basis, pending final hearing. The Court individually grants M&T Bank and Richard Elia roll-over or replacement liens to the same extent, in the same priority and with respect to the same assets which served as collateral to each of their claims against the Debtor before the Petition Date, to the extent of cash collateral actually used during this Chapter 11 case. Hon. Michael J. Kaplan will continue the final hearing on the Motion to Oct. 16, 2019 at 11 a.m. A copy of the 12th Interim Order can be accessed for free at: http://bankrupt.com/misc/Niagara_Frontier_178_Cash_12thORD.pdf About Niagara Frontier Country Club Niagara Frontier Country Club, Inc. -- http://niagarafrontiergolfclub.com/-- is a private, membership-based golf club located in Youngstown, New York. The 18-hole Niagara Frontier course at the Niagara Frontier Country Club facility features 6,236 yards of golf from the longest tees for a par of 70. Niagara Frontier Country Club sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-11695) on Aug. 30, 2018. In the petition signed by Henry Sandonato, president, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael J. Kaplan oversees the case. NOVASOM INC: Auction Cancelled as No Rival Bids Submitted --------------------------------------------------------- NovaSom Inc. said in a court filing it cancelled the Sept. 23, 2019 auction, as BioSerenity Inc. was the lone bidder for the business. BioSerenity Inc., the stalking horse bidder, has signed a deal to buy the assets for $5.33 million, absent higher and better offers. Bids were due Sept. 19. The Court will consider approval of the sale to BioSerenity at a hearing on Sept. 25. A full-text copy of the asset purchase agreement is available for free at https://tinyurl.com/yybswwsy About NovaSom NovaSom, Inc. -- http://www.novasom.com/-- is a home sleep testing company having its principal place of business in Glen Burnie, Md. Its business model is to send a medical device (FDA approved sleep recorder) to a patient's home in order for the patient to be tested for obstructive sleep apnea in his or her own home, rather than in a sleep lab, when a physician prescribes the HST based on symptoms and the patient's condition. The device records and auto-scores the number of apnea events, then sends the data back to NovaSom's servers via a cell phone chip in the device. Sleep physicians are then able to overscore the data and give an opinion to the ordering physician as to the patient's likelihood of having OSA. NovaSom sought Chapter 11 protection (Bankr. Del. Case No. 19-11734) on Aug. 2, 2019. In the petition signed by Gregory J. Stokes, president and CEO, the Debtor's assets are estimated to be between $1 million and $10 million while liabilities are at the same range. The Hon. Brendan Linehan Shannon oversees the Debtor's case. Dilworth Paxson LLP is the Debtor's counsel. Kurtzman Steady, LLC, is co-counsel. Donlin Recano & Company is the official claims and noticing agent. No official committee of unsecured creditors has been appointed in the Chapter 11 case. NPC INTERNATIONAL: S&P Lowers ICR to 'CCC-', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Pizza Hut and Wendy's restaurant franchisee NPC International Inc. to 'CCC-' from 'CCC+'. NPC continues to report weak operating results, which have further weakened its credit metrics. S&P believes there is an increased likelihood the company will undertake a debt restructuring or loan modification that the rating agency would view as distressed. Meanwhile, S&P lowered its issue-level rating on the company's senior secured first-lien credit facility to 'CCC-' from 'CCC+' and its issue-level rating on the company's senior secured second-lien facilities to 'C' from 'CCC-'. S&P's recovery ratings on these debt instruments are unchanged. The downgrade reflects S&P's view of the escalating risk that NPC could pursue a debt restructuring over the next six months to address its capital structure and avoid a covenant breach. In the near term, S&P expects the company to generate negative free operating cash flow given its continued high capital expenditure and margin pressures. The negative outlook on NPC reflects S&P's view that some form of restructuring is increasingly likely given the rating agency's expectation for continued cash burn, covenant pressure, weak liquidity, and very high leverage. "We could lower our ratings on NPC if the company announces a restructuring or distressed exchange or if a default appears inevitable," S&P said. "We could raise our ratings on NPC if it materially expands its EBITDA base and improves its free cash flow generation such that it reduces the company's reliance on the cash flow revolver and strengthens its overall liquidity," S&P said, adding that it would expect the company to maintain adequate headroom under the leverage covenant on its revolver (total consolidated debt to covenant EBITDA of below 7x), which would provide the company with unfettered access to this source of liquidity. OAKLEY GRADING: Chapter 11 Trustee Files Plan of Reorganization --------------------------------------------------------------- Theo D. Mann, Chapter 11 trustee for Oakley Grading and Pipeline, filed a Chapter 11 plan of reorganization and accompanying Disclosure Statement. Class 2 Unsecured Claims are impaired. On the first Distribution Date after the deadline of objecting to Claims shall have expired, and quarterly thereafter, or as soon thereafter as is reasonably practicable, the Liquidating Trustee shall cause the Reorganized Debtor to make a pro rata Distribution to holders of Allowed Unsecured Claims of any Liquidation Proceeds that remain in the Reorganized Debtor's Estate after the payment and satisfaction of Allowed Administrative Claims and Allowed Priority Tax Claims, less any reserves permitted or required under the Plan. Class 1 JDH Group Claim are impaired. JDH Group filed a secured claim in the amount of $443,543.33, allegedly secured by Debtor’s accounts receivable, motor vehicles, and certain construction equipment. The Trustee filed an objection to the JDH Group Claim seeking its disallowance in its entirety or, alternatively, seeking to reclassify the JDH Group Claim as an Unsecured Claim. Class 3 IRS Allowed Unsecured Claim are impaired. The Liquidating Trustee shall cause the Reorganized Debtor to make Distributions of any Liquidation Proceeds that remain in the Reorganized Debtor’s Estate after the payment and satisfaction of Allowed Administrative Claims, Allowed Priority Tax Claims, and Class 2 Allowed Unsecured Claims, less any reserves permitted or required under the Plan. Class 4 Hughes Unsecured Claims are impaired. The Trustee filed claim objections in which he is seeking disallowance of the claims asserted against the Debtor by Jamie Hughes, Jonathan Hughes, David Hughes, and Hughes Company, Inc. However, it shall be treated as a Class 3 Unsecured Claim. Class 5 Oakley Unsecured Claims are impaired. The Allowed Oakley Unsecured Claim shall be expunged on the Effective Date and Oakley shall receive no distribution on account of the Oakley Unsecured Claim. The Purchased Assets shall be transferred and assigned to Oakley free and clear of all liens, claims, interests and encumbrances. Class 6 Equity Interests are impaired. On the Effective Date, all Equity Interests in the Debtor shall be deemed canceled and extinguished. Holders of Equity Interests shall receive no Distribution of any kind under the Plan on account of Equity Interests. The Plan provides that the Liquidating Trustee may establish any funds or accounts that the Liquidating Trustee deems necessary or desirable to implement the Plan. A full-text copy of the Disclosure Statement dated September 19, 2019, is available at https://tinyurl.com/y2t3twmg from PacerMonitor.com at no charge. Special Counsel to the Chapter 11 Trustee: Lisa Wolgast, Esq. Talia Wagner, Esq. MORRIS, MANNING & MARTIN, LLP 3343 Peachtree Road, N.E., Suite 1600 Atlanta, Georgia 30326 Tel: (404) 233-7000 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. OECONNECTION LLC: Moody's Rates New $40MM 1st Lien Loan 'B2' ------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to OEConnection LLC's proposed $40 million first lien senior secured delayed draw term loan. Proceeds from the incremental delayed draw term loan are expected to be used for M&A or growth investments. The B2 rating on the first lien senior secured credit facilities, and the Caa2 on the second lien senior secured term loan are also unaffected. Assignments: Issuer: OEConnection LLC (New) Gtd Senior Secured 1st lien Delayed Draw Term Loan, Assigned B2 (LGD3) RATINGS RATIONALE The incremental $40 million delayed draw term loan is credit negative because it will delay the expected deleveraging trend from the very high closing level of roughly 9.5x times (Moody's adjusted, adding capitalized software costs as an expense and other standard adjustments). However, the transaction does not result in changes to the company's B3 corporate family rating or stable outlook because OEC's leverage and debt-funded growth strategy remain within expectations for the rating. The principal methodology used in these ratings was Software Industry published in August 2018. OEConnection LLC provides cloud-based SaaS software solutions to automotive dealers, OEMs and auto repair shops, that allow them to efficiently identify, locate, and price original equipment parts for the completion of repair services. PAZZO PAZZO: Plan Payments to be Funded by Revenues, Affiliat ------------------------------------------------------------- Pazzo Pazzo, Inc. filed with the U.S. Bankruptcy Court for the District of New Jersey a disclosure statement explaining its second modified plan of reorganization. Pazzo Pazzo, Inc. and Berley Associates, Ltd. are Debtors in chapter 11 bankruptcy cases. The Administrative Claims will consist primarily of the outstanding amounts owing to the chapter 11 counsel of Pazzo, which Pazzo expects will approximate $150,000 if confirmation is contested. The Pazzo Debtor will pay same on the effective date if the Allowed Secured Claims of Class 1, Class 2, and Class 3 in the aggregate are less than $100,000. The Class 3 Claim shall be paid equal quarterly principal and interest payments at the statutory interest rate starting on the first day of the first month succeeding the effective date over 5 years. The Pazzo Debtor seeks to accomplish payments under the Plan by funding to be offered by an affiliate and revenues from the use of the liquor license owned by the Pazzo Debtor. A full-text copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/yywrv2y7 from PacerMonitor.com at no charge. The Debtors are represented by Morris S. Bauer of Norris McLaughlin, P.A. About Pazzo Pazzo, Inc. Pazzo Pazzo Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-13516) on Feb. 23, 2018, estimating under $1 million in assets and liabilities. Lawrence Berger, Esq., at Berger & Bornstein, LLC, is the Debtor's counsel. PES HOLDINGS: Committee Hires Conway as Financial Advisor --------------------------------------------------------- The Official Committee of Unsecured Creditors of PES Holdings, LLC, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Conway MacKenzie, Inc., as financial advisor to the Committee. The Committee requires Conway to: a. assist in the analysis, review and monitoring of the restructuring process, including, but not limited to an assessment of potential recoveries for general unsecured creditors; b. assist in the assessment and monitoring of any sales process conducted on behalf of the Debtor and analysis of the proposed consideration; c. assist in the review of financial information prepared by the Debtor, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; d. assist in the review of the Debtor's prepetition financing transaction and associated events, including but not limited to, evaluating the Debtor's capital structure, financing agreements, defaults under any financing agreement and forbearances; e. assist with the review of the Debtor's analysis of core and non-core business assets, the potential disposition or liquidation of the same, and assistance regarding the review and assessment of any sales process relating to same; f. attend at meetings and assistance in discussions with the Debtor, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; g. assist in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; h. assist with the review of the affirmation or rejection of various executory contracts and leases; i. assist in the evaluation, analysis and forensic investigation of avoidance actions, including fraudulent conveyances and preferential transfers and certain transactions between the Debtor and affiliated entities; j. assist in the prosecution of Committee responses/objections to the Debtor's motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; k. render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding; and l. assist and support in the evaluation of restructuring and liquidation alternatives. Conway will be paid at these hourly rates: Senior Managing Directors $915-$1,185 Managing Directors $725-$970 Directors $570-$700 Senior Associates $465-$520 Analysts $200-$435 Conway will also be reimbursed for reasonable out-of-pocket expenses incurred. John T. Young, Jr., senior managing director of Conway MacKenzie, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Conway can be reached at: John T. Young, Jr. CONWAY MACKENZIE, INC. 909 Fannin Street, Suite 4000 Houston, TX 77010 Tel: (713) 650-0500 About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. On Jan. 21, 2018, the Debtors filed petitions for relief under the Bankruptcy Code, and emerged from bankruptcy in August the same year. On June 21, 2019, the Debtors suffered a historic, large-scale, catastrophic incident involving an explosion at the alkylation unit at their Girard Point refining facility. Following the incident, the refinery has not been operational and will require an extensive rebuild. As a result of the explosion, PES Holdings, LLC, along with seven subsidiaries, including PES Energy, returned to Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PSE Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. The Official Committee of Unsecured Creditors formed in the case has retained Conway MacKenzie, Inc., as financial advisor, Elliott Greenleaf, P.C., as Delaware counsel, and Brown Rudnick LLP as bankruptcy counsel. PES HOLDINGS: Committee Hires Elliott Greenleaf as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of PES Holdings, LLC, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Elliott Greenleaf, P.C., as counsel to the Committee. The Committee requires Elliott Greenleaf to: a. render legal advice with respect to the powers and duties of the Committee and the other participants in the Debtors' Chapter 11 Cases; b. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' business and any other matter relevant to the Chapter 11 Cases, as and to the extent such matters may affect the Debtors' creditors; c. participate in negotiations with parties-in-interest with respect to any disposition of the Debtors' assets, plan of reorganization and disclosure statement in connection with such plan, and otherwise protect and promote the interests of the Debtors' unsecured creditors; d. prepare all necessary applications, motions, answers, orders, reports and papers on behalf of the Committee at Court hearings as necessary and appropriate in connection with the Chapter 11 Cases; e. render legal advice and perform legal services in connection with the foregoing; f. render legal advice with respect to all Delaware substantive and procedural matters, including, but not limited to, local rules and practices of the United States Bankruptcy Court for the District of Delaware and the United States District Court of the District of Delaware; g. perform all other necessary legal services in connection with the Chapter 11 Cases as may be requested by the Committee; and h. serve as conflicts counsel, as needed. Elliott Greenleaf will be paid at these hourly rates: Partners $400 to $650 Associates $225 Paralegals $190 to $225 Elliott Greenleaf will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: No. The Debtor and the Committee are currently working on a proposed budget. Rafael X. Zahralddin, partner of Elliott Greenleaf, 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 (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. Elliott Greenleaf can be reached at: Rafael X. Zahralddin-Aravena, Esq. ELLIOTT GREENLEAF, P.C. 1105 Market Street, Suite 1700 Wilmington, DE 19801 Tel: (302) 384-9400 Fax: (302) 384-9399 E-mail: rxza@elliottgreenleaf.com About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. On Jan. 21, 2018, the Debtors filed petitions for relief under the Bankruptcy Code, and emerged from bankruptcy in August the same year. On June 21, 2019, the Debtors suffered a historic, large-scale, catastrophic incident involving an explosion at the alkylation unit at their Girard Point refining facility. Following the incident, the refinery has not been operational and will require an extensive rebuild. As a result of the explosion, PES Holdings, LLC, along with seven subsidiaries, including PES Energy, returned to Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PSE Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. The Official Committee of Unsecured Creditors formed in the case has retained Conway MacKenzie, Inc., as financial advisor, Elliott Greenleaf, P.C., as Delaware counsel, and Brown Rudnick LLP as bankruptcy counsel. PG&E CORP: Formalizes $11-Bil. Subrogation Claims Settlement ------------------------------------------------------------ PG&E Corporation and Pacific Gas and Electric Company said Sept. 23, 2019, that they have executed a definitive agreement to resolve all insurance subrogation claims arising from the 2017 Northern California wildfires and 2018 Camp Fire. This agreement was reached with entities representing approximately 85 percent of insurance subrogation claims and formalizes the $11 billion agreement in principle announced last week with those same entities. These claims are based on payments made by insurance companies following the fires in order to help covered individuals and businesses recover and rebuild. "We continue to make progress on doing what's right for the communities, businesses, and individuals affected by the devastating wildfires," said Bill Johnson, CEO and President of PG&E Corporation. "PG&E remains committed to working with the individual victims to fairly and reasonably resolve their claims and will continue to work to do so while we remain focused on safely and reliably delivering energy to our customers, improving our systems and infrastructure, and continuing to support California's clean energy goals." The settlement is subject to approval of the Bankruptcy Court overseeing PG&E's Chapter 11 case, will be implemented pursuant to PG&E's Joint Chapter 11 Plan of Reorganization (the "Plan"), and is subject to confirmation of the Plan by the Bankruptcy Court. The executed agreement is PG&E's second major settlement of wildfire claims. On June 19, 2019, PG&E and 18 local public entities (cities, counties, districts and public agencies) announced that they had reached agreements to settle their claims relating to the 2015, 2017, and 2018 wildfires for a total of $1 billion, to be implemented as part of the Plan. Proceedings regarding the third and final major group of wildfire claims are currently pending in both Federal District Court and State Court. PG&E's Amended Plan of Reorganization PG&E said it will file an amended Plan with the Bankruptcy Court to reflect the finalized settlement reached with the insurance claimants as well as the updated backstop financing commitments. The Plan's goals -- namely, treating all stakeholders fairly and protecting customers -- will remain unchanged. In addition to complying with all requirements of the Bankruptcy Code, PG&E's Plan satisfies the requirements of Assembly Bill 1054 ("AB 1054") by providing that all wildfire claims will be satisfied in full -- in the amount either reached through settlement or estimated by the court. PG&E has received aggregate equity commitments in excess of its $14 billion target amount from a broad array of investors, including current shareholders, bondholders and parties not currently invested in the Company's equity or debt securities. This strong showing of support for PG&E's Plan will serve as the foundation for the equity portion of a comprehensive exit financing package that will fund the Plan and PG&E's successful emergence from Chapter 11. PG&E will be allocating the commitments over the course of the coming weeks in accordance with the equity commitment agreements. PG&E expects that the Plan will continue to be updated as developments require, including to reflect any additional settlements or the outcome of the ongoing wildfire claims proceedings. PG&E remains committed to fairly and reasonably resolving the claims of individual wildfire victims and will continue to work to do so. PG&E remains on track to have the Plan confirmed in advance of the June 30, 2020 statutory deadline and to emerge from Chapter 11 as a financially sound utility positioned to lead California's clean energy future. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORP: Says Elliott Plan Only Favors Noteholders ---------------------------------------------------- The Ad Hoc Committee of Senior Unsecured Noteholders led by Elliott Management Corporation and the Official Committee of Tort Claimants submitted on Sept. 19, 2019, an alternative Chapter 11 proposal to the Bankruptcy Court. As reported in the Troubled Company Reporter, the committee for wildfire victims in the bankruptcy of PG&E Corp and a group of unsecured noteholders said in a court filing that they are prepared to present a $24 billion reorganization plan for the power provider. They said that the bankruptcy plan proposed by the Debtors is deficient and only favors equity holders and secondary market buyers of subrogation claims. But, PG&E said in a statement Sept. 23, 2019, that the Elliott plan proposal is a blatant attempt to unjustly enrich the noteholders who proposed it. The Elliott Proposal would cost all PG&E customers billions of dollars in additional interest payments over 15 years – while providing an unfair windfall for the noteholders and plaintiffs' attorneys. According to the Debtors, the Elliott Proposal cannot be confirmed by the Bankruptcy Court because the law requires that all claims of the same priority be treated equally. The Elliott Proposal would improperly pay one creditor group (individual fire claimants) ahead of another (the insurers who paid individuals billions of dollars following the 2017 and 2018 wildfires to help them recover and rebuild). Further, the Elliott Proposal would violate AB 1054, which requires satisfying in full all wildfire claims -- including the insurers' claims -- in order for PG&E to participate in the state's newly-formed wildfire fund. The Elliott Proposal therefore would cause citizens of Northern California to lose the crucial protections that the newly-formed wildfire fund provides. This is the second time that Elliott Management Corporation and the Ad Hoc Committee have tried to seize control of PG&E for their own profit. Their last attempt was rejected by the Bankruptcy Court in August, when the Court denied the Ad Hoc Committee's motion to terminate PG&E's exclusive right to submit a plan of reorganization. The Ad Hoc Committee's new "plan" is simply another attempt to take over PG&E at a fraction of its value to the detriment of customers and other claimants. PG&E will submit a response to the Elliott Proposal on the schedule set forth by the Bankruptcy Court. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORPORATION: Jones Day Updates Shareholders List for 3rd Time ------------------------------------------------------------------ In the Chapter 11 cases of PG&E Corporation and Pacific Gas and Electric Company, et al., the law firm of Jones Day filed an amended report under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of PG&E shareholders. In January 2019, certain PG&E Shareholders retained Jones Day to advise them in connection with the Debtors' chapter 11 cases. Other PG&E Shareholders subsequently retained Jones Day for the same purpose. The PG&E Shareholders hold, or manage or advise funds and/or accounts that hold disclosable economic interests in relation to the Debtors. On May 17, 2019, Jones Day filed its Verified Statement Of Jones Day Pursuant To Federal Rule Of Bankruptcy Procedure 2019 [Docket No. 2071]. On July 18, 2019, Jones Day filed its First Amended Verified Statement of Jones Day Pursuant to Federal Rule of Bankruptcy Procedure 10 2019 [Docket No. 3066]. On July 23, 2019, Jones Day filed its Second Amended Verified Statement of Jones Day Pursuant to Federal Rule of Bankruptcy Procedure 2019 [Docket No.12 3158]. This Third Amended Statement amends and replaces the Second Amended Statement. As of Sept. 23, 2019, the list of PG&E shareholders and their disclosable economic interests are: (1) 683 Capital Partners, LP 3 Columbus Circle, Suite 2205 New York, NY 10019 * PG&E Common Shares: 850,000 * Short Call Options: 50,000 * Short Put Options: 150,000 (2) Anchorage Capital Group, L.L.C. 610 Broadway, 6th Floor New York, NY 10012 * PG&E Common Shares: 21,367,400 * Utility Bonds: $212,000,000 * DIP Loan Obligations: $22,500,000 (3) BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 * PG&E Common Shares: 1,377,097 * PG&E Common Shares Swaps: 12,815,127 * Call Options: 4,840,000 * Put Options: 3,840,000 (4) Caspian Capital LP 10 East 53rd Street, 35th Floor, New York, NY 10022 * PG&E Common Shares: 1,984,375 * Utility Preferred Shares: 144,595 * Utility Bonds: $29,138,000 * DIP Loan Obligations: $10,000,000 * PG&E Revolver: $11,464,886 * PG&E Term Loan: $18,535,114 (5) Centerbridge Partners, L.P. 375 Park Avenue, 11th Floor New York, NY 10152 * PG&E Common Shares: 8,874,417 * Call Options: 339,900 * Utility Preferred Shares: 80,884 * Utility Bonds: $308,249,000 * Utility Revolver: $4,940,653 * Subrogation Claims: $117,988,281 (6) CSS, LLC4 175 W. Jackson Blvd., Suite 440 Chicago, IL 60604 * PG&E Common Shares: 738,483 * Utility Preferred Shares: 52,702 * Utility Bonds: $2,000,000 * Net Option Exposure: (197,000) (7) D.E. Shaw Galvanic Portfolios, L.L.C. D.E. Shaw Kalon Portfolios, L.L.C., and D.E. Shaw Orienteer Portfolios, L.L.C. 1166 Ave. of the Americas, 9th Floor New York, NY 10036 * PG&E Common Shares: 5,960,732 (8) Empyrean Capital Partners, LP 10250 Constellation Blvd. Suite 2950 Los Angeles, CA 90067 * PG&E Common Shares: 748,000 * Call Options: 2,100,000 * Utility Revolver: $10,000,000 * Utility Bonds: $44,989,000 (9) Fidelity Management & Research Company 245 Summer Street Boston, MA 02210 * PG&E Common Shares: 12,893,052 * Utility Bonds: $339,000,000 (10) First Pacific Advisors, LP 11601 Wilshire Blvd #1200 Los Angeles, CA 90025 * PG&E Common Shares: 4,702,923 (11) Governors Lane LP New York, NY 10022 * PG&E Common Shares: 1,209,598 * Utility Bonds: $48,691,000 (12) HBK Master Fund L.P. c/o HBK Services LLC 2300 North Field Street, Suite 2200 Dallas, TX 75201 * PG&E Common Shares: 1,195,000 * Utility Bonds: $38,235,000 * DIP Loan Obligations: $125,000,000 * Utility Revolver: $321,668,518 * Utility L/C Reimbursement: $139,585,867 (13) Latigo Partners, LP 450 Park Avenue, 12th Floor New York, NY 10022 * PG&E Common Shares: 560,000 * Utility Bonds: $17,000,000 (14) Meadowfin, L.L.C. 299 Park Avenue, 40th Floor New York, NY 10171 * PG&E Common Shares: 8,800,000 * Utility Bonds: $480,236,000 (15) Monarch Alternative Capital LP 535 Madison Ave. New York, NY 10022 * PG&E Common Shares: 2,801,610 (16) Newtyn Management, LLC 60 East 42nd Street, 9th Floor New York, NY 10165 * PG&E Common Shares: 3,892,175 * Call Options: 200,000 (17) Nut Tree Master Fund, LP, by its investment advisor, Nut Tree Capital Management, LP Two Penn Plaza, 24th Floor New York, NY 10121 * PG&E Common Shares: 1,999,800 (18) Owl Creek Asset Management, L.P. 640 Fifth Avenue, 20th Floor New York, NY 10019 * PG&E Common Shares: 3,208,171 * Subrogation Claims: $23,293,187 (19) Paulson & Co., Inc. 1133 Avenue of the Americas New York, NY 10036 * PG&E Common Shares: 2,624,240 (20) Pentwater Capital Management LP 614 Davis Street Evanston, IL 60201 * PG&E Common Shares: 8,427,100 * Utility Bonds: 3,839,000 * Net Exposure Equity Derivatives: (270,900) (21) Redwood Capital Management, LLC 910 Sylvan Ave Englewood Cliffs, NJ 07632 * PG&E Common Shares: 10,514,313 * Short Call Options: 508,000 * Utility Bonds: $85,462,000 (22) Sachem Head Capital Management LP 250 West 55th St., 34th Floor New York, NY 10019 * PG&E Common Shares: 3,458,644 (23) Serengeti Asset Management LP 632 Broadway, 12th Floor New York, NY 10012 * PG&E Common Shares: 1,300,000 (24) Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 * PG&E Common Shares: 13,663,527 * PG&E Common Shares Swaps: 1,240,473 * Utility Bonds: $215,330,666 * Subrogation Claims: $74,934,854 * Trade Vendor Claims: $10,869,220 * PG&E Revolver and Term Loans: $69,200,000 (25) Steadfast Capital Management LP 450 Park Avenue, 20th Floor New York, NY 10022 * PG&E Common Shares: 6,335,857 (26) SteelMill Master Fund LP c/o PointState Capital LP 40 West 57th Street, 25th Floor New York, NY 10019 * PG&E Common Shares: 8,543,847 * Utility Bonds: $309,325,000 (27) Stonehill Capital Management LLC 885 Third Ave., 30th Floor New York, NY 10022 * PG&E Common Shares: 9,211,649 * Utility Preferred Shares: 796,633 * Utility Bonds: $28,464,000 (28) Warlander Asset Management, LP 250 West 55th Street, 33rd Floor New York, NY 10019 * PG&E Common Shares: 200,000 * Call Options (Long Position): 500,000 (29) Abrams Capital Management, LP 222 Berkeley Street, 21st Floor Boston, MA 02116 * PG&E Common Shares: 25,000,000 * Subrogation Claims: $72,302,208 (30) Knighthead Capital Management, LLC, 1140 Avenue of the Americas, 12th Fl New York, NY 10036 * PG&E Common Shares: 14,383,521 * Call Options: 2,748,000 * Utility Bonds: $51,760,000 Jones Day continues to represent each PG&E Shareholder. Jones Day does not represent or purport to represent any other person or entities with respect to these chapter 11 cases. Jones Day does not represent the PG&E Shareholders as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any other creditor, party in interest, or other entity. In addition, as of the date of this Third Amended Statement, no PG&E Shareholder represents or purports to represent any other entity in connection with these chapter 11 cases. Counsel for PG&E Shareholders can be reached at: JONES DAY Bruce S. Bennett, Esq. Joshua M. Mester, Esq. James O. Johnston, Esq. 555 South Flower Street Fiftieth Floor Los Angeles, CA 90071.2300 Telephone: (213) 489-3939 Facsimile: (213) 243-2539 E-mail: bbennett@jonesday.com jmester@jonesday.com jjohnston@jonesday.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/o7nYql 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. POET TECHNOLOGIES: Provides Highlights from Annual Meeting ---------------------------------------------------------- POET Technologies Inc. provided shareholders with an update on the Company's business, technology and product development activities during its Annual Meeting held in Toronto, Ontario on Sept. 20, 2019. The Company's Chief Financial Officer, Thomas Mika, delivered customary introductions and the call to order, and POET's Executive Chairman, David Lazovsky, conducted the formal business of the Meeting, which included the approval of all proposals outlined in the Company's management information circular and voting material sent to the shareholders, except for those resolutions related to the Company's proposal to sell its Singapore-based DenseLight facility. Those resolutions, which received a favorable vote of 99% of the shares voted prior to the meeting, were withdrawn by the Company and scheduled for a separate Special Meeting to be held on Oct. 24, 2019, providing sufficient time to gain shareholder approval before the expected closing date of the transaction on or before Oct. 31, 2019. The Company's Chief Executive Officer, Dr. Suresh Venkatesan, then presented POET's vision for the Company, which is to become a global leader in chip-scale integrated photonics solutions by deploying POET's Optical Interposer technology. A breakthrough approach to the integration of photonics and electronics within a single chip-scale package, the Optical Interposer provides a flexible, scalable platform that can be applied to a variety of vertical market applications. Dr. Venkatesan's presentation was followed by a Q&A session covering both future business opportunities for POET and matters related to the transaction. The slides presented at the Meeting along with a webcast replay can be accessed in the Investor Relations section of POET's website at: http://www.poet-technologies.com/agm/agm2019.html. Highlights from the Business and Technology Update * Outlined its plan to intersect with the 400G transceiver market by completing prototypes of 400G optical engines for its strategic networking customer; * Confirmed that the developments for 400G would enable the Company to leverage its cost advantage in the price- competitive 100G transceiver and the 5G wireless telecommunications markets; * Announced several technical achievements incorporated into its Optical Interposer platform, including a 50G-capable PIN detector and an industry-first, integrateable at wafer- scale, demux filter for 400G FR4 applications; * Described the supply chain and manufacturing efficiencies of its newly adopted "fab-light" strategy which will enable the Company to focus on design, development and sales of Optical Interposer solutions; * Outlined its product roadmap and business outlook, with completion of the platform building blocks for 400G optical engines by the end of 2019, demonstration of an integrated 400G transmit and receive optical engine assembled at wafer- scale during the first half of 2020, and moving into assembled product qualification in the second half of 2020; * Summarized the steps for achieving an industry-leading position in chip-scale integrated photonics, based on: - Disruptive, IP protected Optical Interposer platform design and components; - Intersection with large, high growth markets in datacom and telecom; - Low-cost leadership position deriving from scalable wafer-level manufacturing strategy; - Transformation of the Company's financial performance through a fab-light business model; - Leveraging on strong customer "pull" from a tier-one industry partner. AGM Results At the AGM, POET Technologies' shareholders approved the following proposals: - To set the number of directors at seven; - Re-election of the current directors, with no director receiving less than 95% of the votes cast; and - Re-appointment of Marcum LLP as Auditors of the Company. About POET Technologies POET Technologies Inc. -- http://www.poet-technologies.com/-- is a developer and manufacturer of optical light source products for the sensing and data communications markets. Integration of optics and electronics is fundamental to increasing functional scaling and lowering the cost of current photonic solutions. POET believes that its approach to hybrid integration of devices, utilizing a novel dielectric platform and proven advanced wafer-level packaging techniques, enables substantial improvements in device cost, efficiency and performance. Optical engines based on this integrated approach have applications ranging from data centers to consumer products. POET is headquartered in Toronto, with operations in Ottawa, Silicon Valley, the United Kingdom, and Singapore. POET incurred net losses of $16.32 million in 2018, $12.79 million in 2017, and $13.22 million in 2016. As of June 30, 2019, POET had $26.53 million in total assets, $9.49 million in total liabilities, and $17.03 million in shareholders' equity. Marcum LLP, in New Haven, CT, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2019, stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROMETRIC HOLDINGS: Moody's Affirms B2 CFR & Alters Outlook to Neg. ------------------------------------------------------------------- Moody's Investors Service affirmed Prometric Holdings Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's also affirmed the B1 rating for the company's first lien senior secured credit facilities. The outlook is revised to negative. "The revision of the outlook to negative reflects the company's weaker than expected operating performance due to contract losses and recent volume weakness, which resulted in Moody's adjusted debt-to-EBITDA rising from 6.5x at the close of the LBO in January 2018 to about 7.4x for the LTM period ended June 30, 2019, and its expectation that any improvement in leverage will be slow over the next 12 to 18 months," said Joanna Zeng O'Brien, Moody's lead analyst for Prometric. Moody's affirmed the B2 CFR because the rating agency projects Prometric will continue to generate roughly $20 million of annual free cash flow and maintain good liquidity. Spending to support the recently won contract for the CFA Institute's Level I program starting in 2021 will likely contribute to earnings staying near current levels over the next 12-18 months, but leverage should decline once revenue from the contract begins and ramps up. Volume in certain contracts that have experienced recent weakness are also expected to normalize. Moody's took the following ratings actions: Issuer: Prometric Holdings Inc. Corporate Family Rating, affirmed B2 Probability of Default Rating, affirmed B2-PD Senior Secured First Lien Bank Credit Facilities (revolver and term loan), affirmed B1 (LGD3) Outlook Actions: Outlook, revised to negative from stable Ratings Rationale Prometric's B2 CFR broadly reflects its high leverage with LTM as of June 30, 2019 Moody's adjusted debt-to-EBITDA of about 7.4x (after deducting cash outlays for software development), modest scale and revenue decline since the LBO due to recent volume weakness and contact losses that were not fully replaced by new contract wins. The rating is also constrained by Prometric's customer concentration risk and event and financial policy risk due to its private equity ownership. However, the ratings are supported by Prometric's established position in the online testing and assessment services market as well as good revenue visibility from long term contracts with historically high retention rates. Moody's believes there is only moderate cyclical exposure since increases in items such as educational-related testing can increase in periods of economic weakness and mitigate declines in more economically-sensitive testing such as for employment. The rating also reflects Prometric's free cash flow generating capability due to good profit margins. The margins are supported by good pricing discipline but recent contract losses suggest pricing might becoming more competitive. The ratings could be downgraded if debt-to-EBITDA is sustained above 6.5x, or if execution challenges, competitive or pricing pressures, or loss of a key customer or volume results in revenue erosion or liquidity deterioration. The ratings could be upgraded if the company generates sustained revenue and earnings growth such that debt-to-EBITDA is sustained below 4.5x and free cash flow to debt approaches 10%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Prometric, headquartered in Baltimore, Maryland, is a provider of testing and assessment services to educational testing providers, associations, and corporations globally. The company generated $328 million of revenue for the trailing twelve months ended June 30, 2019. Prometric has been owned by funds affiliated with Baring Private Equity Asia since January 2018. PWR INVEST: Unsecured Creditors to Get Full Payment Under Plan -------------------------------------------------------------- PWR Invest, LP, and PWR Oil & Gas General Partners, Inc., filed a Chapter 11 plan and accompanying Disclosure Statement. Class A3: General Unsecured Claims of PWR Invest, L.P. are unimpaired. On the Effective Date, in full and final satisfaction of the Class A3 Claims, each holder of an Allowed Class A3 Claim shall receive the full amount of its Allowed Claim in Cash on the Effective Date. Class B2: General Unsecured Claims of PWR Oil & Gas General Partners, Inc. are impaired. These Claims will be fully treated in the Chapter 11 Plans of the Subsidiary Debtors. In the event of the failure of the Subsidiary Debtors to pay any of those Claims as provided in the Chapter 11 Plans of the Subsidiary Debtors, the holders of such Claims shall reserve and retain all rights against PWR GP. Class B3: Equity Interests are impaired. Holders of Equity Interests in PWR GP shall be cancelled. PWR Invest and PWR GP shall make Distributions to the holders of Allowed Claims, on the terms set forth in this Plan and subject to the availability of Cash. A full-text copy of the Disclosure Statement dated September 19, 2019, is available at https://tinyurl.com/y3kd4t7p from PacerMonitor.com at no charge. Co-counsel for the Debtors are David M. Powlen, Esq., and Kevin G. Collins, Esq., at Barnes & Thornburg LLP, in Wilmington, Delaware; and Gerrit M. Pronske, Esq., and Jason P. Kathman, Esq., at Pronske & Kathman, P.C., in Plano, Texas. About PWR Invest PWR Invest, LP, and debtor affiliates Oklahoma Merge, LP; Oklahoma Merge Midstream, LP; Oklahoma River Basin, LP; and PWR Oil & Gas General Partners, Inc., operate and develop oil and gas properties predominantly in Oklahoma. On May 22, 2019, PWR Oil & Gas General Partners, Inc., filed a Chapter 11 petition (Bankr. D. Del.). On May 23, 2019, PWR Invest, LP, also sought for Chapter 11 protection. On Aug. 12, 2019, Oklahoma Merge, LP, Oklahoma River Basin, LP, and Oklahoma Merge Midstream, LP, each filed Chapter 11 petitions. The Debtors' Chapter 11 cases are jointly administered under Case No. 19-11164, with that of PWR Invest, LP, as the lead case. As of its Petition Date, PWR Invest estimated assets at $50 million to $100 million, and liabilities at $50 million to $100 million. PRONSKE & KATHMAN, P.C., and BARNES & THORNBURG LLP serve as the Debtors' counsel. FTI Consulting, Inc., is the Debtors' financial advisor. QUALTEK USA: S&P Affirms 'B' ICR; Outlook Negative -------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on QualTek USA, LLC and its 'B' issue-level rating and '4' recovery rating on the company's term loan including its proposed $150 million add-on to the term loan. At the same time, S&P revised the outlook to negative due to the increase in debt and year-to-date performance that has been slightly below its expectations. The negative outlook takes into account the higher debt balances pro forma for the add-on and the company's slightly weaker than expected operating performance year-to-date. QualTek USA LLC is using proceeds from the $150 million add-on to repay existing revolver borrowings and to fund two additional acquisitions with a combined purchase price of $75 million. The company has a significant backlog, which combined with the acquisitions is expected to lead to revenue and earnings growth, though any unexpected additional expenses associated with the acquisitions is a potential risk to S&P's forecast. The negative outlook reflects the company's weaker than expected operating performance year-to-date and potential risks to S&P's forecast if the company encounters any unexpected project delays, working capital outflows, or execution issues with current projects. S&P expects the company's debt-to-EBITDA will be around 5x in 2019 and gradually improve thereafter. "We could lower our rating on QualTek over the next 12 months if the company's earnings do not improve as we expect and its adjusted debt leverage increases over 6.5x or its FOCF declines and approaches break-even over a sustained period. We could also lower our rating if liquidity deteriorates," S&P said. This could occur due to unexpected additional expenses associated with recent and proposed acquisitions, project execution issues, or delays that lead to lower-than-expected margins and working capital outflows, according to the rating agency. "We could revise the outlook to stable over the next 12 months if Qualtek reduces leverage below 5x and sustains FOCF-to-debt of at least 5% on a sustained basis. We could raise our rating on QualTek if its operating performance improves beyond our expectations, and we believe that its financial sponsor's financial policy will enable the company to maintain these levels," S&P said. QUIZHPI CAB: Court Confirms Chapter 11 Plan ------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Judge for the Eastern District of New York issued an order approving the disclosure statement explaining the plan of Quizhpi Cab Corp. and confirming the Plan. Each holder of such claim or a claim of such class will obtain, on account of such claim, cash on the effective date of the plan similar to the permitted amount of such claim. The Court ordered that the plan and its provisions must be binding upon the Debtor, any entity acquiring property under the plan, and any equity security holder or creditor of the Debtor, whether or not the interest or claim of such equity security holder or creditor is impaired under the plan. About Pumas Cab Corp. Pumas Cab Corp. is a small business debtor as defined in 11 U.S.C. Section 101(51D) under the taxi and limousine service industry. It is an affiliate of Quizphi Cab Corp., which sought bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-44085) on Aug. 7, 2017. Pumas Cab Corp., based in Astoria, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-44151) on Aug. 10, 2017. In the petition signed by Nelly Lucero, secretary, the Debtor disclosed $12,415 in assets and $2.64 million in liabilities. The Hon. Carla E. Craig presides over the Pumas Cab case. QUORUM HEALTH: Cancels Shared Services Pact with Community Health ----------------------------------------------------------------- Quorum Health Corporation and Community Health Systems, Inc., have reached an agreement to terminate the companies' Shared Service Centers Transition Services Agreement that includes business office services. The SSC TSA has been in place since Quorum Health's spin-off in 2016. The companies have agreed to terminate the agreement by Oct. 1, 2019. "This represents an important and logical next step for our company," said Quorum Health's CEO Bob Fish. "I'm appreciative of the hard work and collaboration occurring daily between our team and CHS to make these transitions as smooth as possible for both organizations." Quorum Health announced earlier this year the selection of R1 RCM to provide end-to-end revenue cycle management services which will include services previously provided through the SSC TSA. About Quorum Health Headquartered in Brentwood, Tennessee, Quorum Health -- http://www.quorumhealth.com/-- is an operator of general acute care hospitals and outpatient services in the United States. As of June 30, 2019, the Company owned or leased 26 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,458 beds. Through Quorum Health Resources LLC, a wholly-owned subsidiary, the Company provides hospital management advisory and healthcare consulting services to non-affiliated hospitals across the country. Over 95% of the Company's net operating revenues are attributable to its hospital operations business. The Company's headquarters are located in Brentwood, Tennessee, a suburb south of Nashville. Shares in Quorum Health Corporation are traded on the NYSE under the symbol "QHC." Quorum Health incurred net losses attributable to the Company of $200.24 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of June 30, 2019, Quorum Health had $1.56 billion in total assets, $1.69 billion in total liabilities, $2.27 million in redeemable non-controlling interests, and a total deficit of $129.80 million. * * * As reported by the TCR on May 20, 2019, S&P Global Ratings lowered its issuer credit rating on Brentwood, Tenn.-based Quorum Health to 'CCC' from 'CCC+' with negative outlook. S&P said the downgrade reflects weak operating performance in the first quarter of 2019, a slower-than-expected pace of divestitures, and greater prospects for a covenant violation and possible debt restructuring, adding that the company has only divested one of the eight planned hospital divestitures for 2019. QUORUM HEALTH: Moody's Affirms B3 CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed the ratings on Quorum Health Corporation, including the B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the B1 ratings on Quorum's senior secured revolving credit facility and term loan, and the Caa2 rating on its unsecured notes. The rating agency noted that there was no change to the Speculative Grade Liquidity rating of SGL-3. The outlook was changed to negative from stable. The affirmations of the ratings, reflect Moody's view that Quorum's earnings will strengthen over the next year. That said, Moody's believes that the magnitude of earnings improvement will be highly contingent on the successful execution of both divestiture efforts and plans to augment its revenue cycle management. The change in Quorum's outlook to negative reflects the high execution risk associated with these plans and rising refinancing risk if these initiatives do not begin to take hold over the next 6-9 months. Failure to show significant improvement in earnings over the next several quarters will likely result in a downgrade. Ratings affirmed: Quorum Health Corporation Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured revolving credit facility expiring 2021 at B1 (LGD3) Senior secured term loan due 2022 at B1 (LGD3) Global notes due 2023 at Caa2 (LGD5) Outlook change: Quorum Health Corporation The outlook was changed to negative from stable. RATINGS RATIONALE Quorum's B3 Corporate Family Rating will continue to be constrained by the company's very high financial leverage and high interest costs which severely constrain cash flow. The rating is also constrained by Quorum's moderate scale, concentration of profits in a few markets, growing refinancing risk, and cash flow volatility created by exposure to state supplemental Medicaid programs. Supporting the B3 CFR is Quorum's position as the sole provider in many of its markets, limiting competition. The company has shifted its strategy in the last year to focus more on hospital profitability than revenue growth. Moody's believes that management's actions, including divestitures and efficiency efforts, will lead to improvement in operating performance over time. The negative outlook reflects the execution risk associated with Quorum transitioning its revenue cycle management functions to a new provider and advancing its initiative of divesting underperforming hospitals. It also reflects uncertainty relating to Quorum's ability to migrate its IT and other systems off of the transition services agreements (TSAs) that it still has with Community Health over the next 12-18 months without significant disruption to its operations. The SGL-3 Speculative Grade Liquidity Rating reflects the company's low cash balances and weak cushion under the financial covenant governing its credit agreement which limits access to its revolving credit facility. With respect to governance, Quorum's has had a number of management and strategy changes within the last two years, which have to date not shown evidence of being successful. As a for-profit hospital operator, Quorum also faces high social risk. The affordability of hospitals and the practice of balance billing has garnered substantial social and political attention. Hospitals are now required to publicly provide the list price of all of their services, although compliance and practice is inconsistent across the industry. Additionally, hospitals rely on Medicare and Medicaid for a substantial portion of reimbursement. Any changes to reimbursement to Medicare or Medicaid directly impacts hospital revenue and profitability. In addition, the social and political push for a single payor system would drastically change the operating environment. As Quorum is focused on non-urban communities, over time slow population growth tempers the company's capacity to grow admissions. Implementing strategy changes in a rural hospital is often met with community backlash, which can make it difficult to sell, close or otherwise reduce services in order to improve profitability. The ratings could be downgraded if liquidity does not improve from current levels. Further, an inability to sell assets at valuations that facilitate deleveraging could result in downward rating pressure. Sustained negative admissions trends at core hospitals or failure to generate substantial savings from cost initiatives would also pressure the ratings. Finally, increasing concern about the company's ability to refinance its capital structure well ahead of maturities would also result in a downgrade. The ratings could be upgraded if Quorum improves operating performance while achieving significant enhancements to liquidity and sustaining debt to EBITDA below 6.0 times. Quorum Health Corporation is an operator and manager of hospitals and outpatient services in non-urban areas of the US. The company operates 26 hospitals in 14 states. The company also manages non-affiliated hospitals, through its Quorum Health Resources subsidiary. Quorum recognized revenue of approximately $1.8 billion for the year ended June 30, 2019. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. RENFRO CORP: Moody's Alters Outlook on B3 CFR to Negative --------------------------------------------------------- Moody's Investors Service changed the outlook for Renfro Corporation to negative from stable. Concurrently, Moody's affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating and B3 term loan rating. The change in outlook to negative from stable reflects the declines in Renfro's operating performance and the risk that the company may not be able to address the maturities of its asset-based revolver (unrated) and term loan before they become current in February and March 2020, respectively. Renfro forecasts a significant decline in FYE January 2020 EBITDA as a result of a temporary disruption in its Fort Payne, AL manufacturing facility, the loss of certain retail and licensing programs, and digital investments. As a result, the company is at risk of a covenant violation and is seeking an amendment from its term loan lenders. Free cash flow generation has also weakened significantly. Moody's projects free cash flow to be roughly breakeven in FYE January 2020 and modestly positive in FYE January 2021. Moody's views Renfro's overall liquidity as weak over the next 12-18 months, reflecting the maturities of Renfro's asset-based revolver in February 2021 and term loan in March 2021 as well as expectations for elevated revolver borrowings in peak working capital periods. The ratings affirmations reflect Moody's expectations for gradual earnings and cash flow improvement in FY 2021 as the company corrects production inefficiencies. Moody's ratings also incorporate an expectation that the company will be able to obtain a covenant amendment as currently proposed. Moody's took the following rating actions for Renfro Corporation: Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD $161 million ($144 million outstanding) senior secured first lien tranche B term loan due 2021, affirmed B3 (LGD4) Outlook, changed to Negative RATINGS RATIONALE Renfro's B3 CFR reflects the company's significant customer concentration, narrow product focus, and modest scale. Renfro's revenue and earnings have declined modestly over the past several years, with the exception of the FYE January 2019, when operating performance improved and exceeded budget mainly due to growth in the Athletic Works program with Wal-Mart. The company's results will remain subject to the ongoing demand shift away from basic socks (to which Renfro's offerings are skewed), as well as a highly promotional apparel environment and de-stocking in the mass channel. Moody's expects Renfro's earnings to gradually improve in FY 2021 after a significant decline in FY 2020 from a manufacturing disruption, loss of certain retail and licensing programs, and digital investments. Moody's projects debt/EBITDA to improve to 5.8 times by end of FYE January 2021 from 6.6 times as of LTM Q2 2020 (equivalent to 4.5 times and 4.6 times, respectively, based on credit agreement EBITDA and funded debt), reflecting seasonal revolver paydown partly offset by lower earnings. Supporting the rating are Renfro's well-recognized licensed brands, long-term customer relationships and the relatively stable nature of the socks business. The rating also incorporates the company's history of voluntary debt repayment with free cash flow. The ratings could be downgraded if the company fails to obtain a covenant amendment as proposed, or does not address its term loan and revolver maturities on economical terms before they become current. Liquidity deterioration for any other reason, including negative free cash flow or constrained revolver availability, could also result in a downgrade. Quantitatively, the ratings could be downgraded if Moody's-adjusted debt/EBITDA is maintained above 6 times and EBITA/interest expense declines below 1.25 times. The ratings could be upgraded if the company returns to stable and consistent revenue and earnings performance, and maintains a good liquidity profile, including good covenant cushion and solid free cash flow generation. Quantitatively, an upgrade would require Moody's-adjusted debt/EBITDA sustained below 5 times and EBITA/interest expense above 2 times over a prolonged period. The principal methodology used in these ratings was Apparel Companies published in December 2017. Based in Mount Airy, North Carolina, Renfro Corporation is a leading manufacturer and distributor of branded and private label socks. The company designs, manufactures, and distributes under exclusive licenses from third parties including Fruit of the Loom, Dr. Scholl's, Polo, Ralph Lauren, Carhartt, Russell, New Balance and Sperry; under owned brands including Hot Sox, KBell and Copper Sole; and brands produced under manufacturing agreements for Smartwool and Pearl Izumi. The company sources from Asia vendors and has manufacturing facilities in the US. Renfro has a significant customer concentration with Wal-Mart. Private equity firm Kelso & Company, L.P. has been the majority owner of Renfro since 2006. Revenues for the twelve months ending July 2019 were below $500 million. RENT RITE: Oct. 8 Disclosure Statement Adequacy Hearing ------------------------------------------------------- Rent Rite SuperKegs West, Ltd. filed with the U.S. Bankruptcy Court for the District of Colorado, a disclosure statement. A hearing will be held on October 8, 2019, at 1:30 p.m. on the adequacy of such disclosure statement pursuant to the order of the Court. Class 3. Allowed General Unsecured Claims. Class 3 is impaired under the Plan. Class 3 consists of the holders of allowed general unsecured claims. The holders of allowed unsecured claims in Class 3 shall be paid a Pro Rata share of Net Proceeds, less payment in full of the Class 1 creditor's secured claim, allowed Administrative Expenses, and allowed unsecured priority claims. Pro Rata distributions will be made to Class 3 creditors no later than 30 days following the latter of the Sale Date or the date of the Confirmation Order. The Debtor estimates total allowed unsecured claims in Class 3 to be approximately $2,333,339.79. The Debtor cannot reasonably estimate the percentage payment to Class 3 creditors under its Plan because the value of the Business and its Assets are uncertain. There is also a potentially dramatic swing in the unsecured creditor pool depending upon the outcome of the two pending Adversary Proceedings. If successful, Debtor's creditor pool could be reduced by as much as $1.5 million. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yyy6hqtl from PacerMonitor.com at no charge. The Debtor is presented by: Jeffrey A. Weinman, Esq. Weinman & Associates, P.C. 730 17th Street, Suite 240 Denver, CO 80202-3506 Tel: (303) 572-1010 Fax: (303) 572-1011 Email: jweinman@weinmanpc.com About Rent Rite SuperKegs Headquartered in Denver, Colorado, Rent Rite SuperKegs West Ltd. leases warehouse space to tenants. It owns a warehouse building located at 3850 to 3900 E. 48th Ave., Denver, Colo. Rent Rite SuperKegs West sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-21236) on Dec. 11, 2017. Thomas S. Wright, president, signed the petition. The Debtor first filed for Chapter 11 protection (Bankr. D. Colo. Case No. 12-31592) on Oct. 18, 2012. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Thomas B. McNamara presides over the case. The Debtor hired Weinman & Associates, P.C., as counsel, and Allen Vellone Wolf Helfrich & Factor P.C., as special counsel. The Office of the U.S Trustee appointed an official committee of unsecured creditors on Feb. 2, 2018. The committee retained Appel, Lucas & Christensen, P.C., as its legal counsel. SANCHEZ ENERGY: Quinn Emanuel Updates List of Noteholders --------------------------------------------------------- In the Chapter 11 cases of Sanchez Energy Corporation, et al., the law firm of Quinn Emanuel Urquhart & Sullivan, LLP filed an amended report under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of the Ad Hoc Group of Unsecured Noteholders consisting of certain institutions that hold and/or manage funds, entities and/or accounts holding 7.75% senior unsecured notes due 2021 and 6.125% senior unsecured notes due 2023. Quinn Emanuel Urquhart & Sullivan, LLP was initially retained by the Ad Hoc Group in November 2018. Quinn Emanuel appears in the chapter 11 cases of Sanchez and its affiliated debtors and debtors in possession on behalf of the Ad Hoc Group. Quinn Emanuel does not hold any claims against or interests in Sanchez. As of Sept. 19, 2019, members of the Ad Hoc Group and their disclosable economic interests are: (1) Aetos Capital LP 875 Third Avenue, 22nd Floor New York, NY 10022 * $10,000,000 2021 Notes (2) Allstate Insurance Company 444 West Lake Street Suite 4500 Chicago, IL 60606 * $2,000,000 2021 Notes * $31,200,000 2023 Notes (3) Avenue Capital Group 399 Park Avenue, 6th Floor New York, NY 10022 * $117,021,000 2021 Notes * $35,620,000 2023 Notes (4) Bank of America ML 115 West 42nd St. New York, NY 10036 * $30,945,000 2021 Notes * $16,135,000 2023 Notes * $7,953,651 Secured Notes (5) Benefit Street Partners, L.L.C. 9 West 57th Street Suite 4920 New York, NY 10019 * $58,085,000 2021 Notes * $201,954,000 2023 Notes * $14,500,000 Secured Notes (6) CarVal Investors LLC 461 Fifth Avenue New York, NY 10017 * $43,615,000 2023 Notes (7) D.E. Shaw & Co. 1166 Avenue of the Americas 9th Floor New York, NY 10036 * $31,000,000 2021 Notes * $83,000,000 2023 Notes (8) Franklin Advisers, Inc. 1 Franklin Parkway San Mateo, CA 94403 * $24,750,000 2021 Notes * $20,650,000 2023 Notes (9) First Trust Advisors 120 E. Liberty Dr. Wheaton, IL 60187 * $3,350,000 2021 Notes * $3,750,000 2023 Notes (10) Loomis Sayles & Company, L.P. One Financial Center Boston, MA 02111 * $25,080,000 2021 Notes * $58,093,000 2023 Notes (11) New Generation Advisors, LLC 13 Elm Street, Suite 2 Manchester, MA 01944 * $22,009,000 2021 Notes (12) Nomura Securities Worldwide Plaza 309 West 49th Street New York, NY 10019-7316 * $43,294,000 2021 Notes * $70,412,000 2023 Notes (13) Nut Tree Capital Management, LP 2 Pennsylvania Plaza 24th Floor New York, NY 10121 * $40,367,000 2021 Notes * $21,000,000 2023 Notes * $5,929,000 Secured Notes (14) PIMCO 650 Newport Center Drive Newport Beach, CA 92660 * $24,798,000 2021 Notes * $40,000,000 2023 Notes (15) Shenkman Capital Management Inc. 461 Fifth Ave. 22nd Floor New York, NY 10017 * $25,390,000 2021 Notes * $5,695,000 2023 Notes (16) VR Capital 300 Park Ave, New York, NY 10022 * $18,000,000 2023 Notes Counsel to the Ad Hoc Group of Unsecured Noteholders can be reached at: QUINN EMANUEL URQUHART & SULLIVAN, LLP Patricia B. Tomasco, Esq. Christopher Porter, Esq. Devin van der Hahn, Esq. 711 Louisiana Street, Suite 500 Houston, TX 77002 Telephone: 713-221-7000 Facsimile: 713-221-7100 - and - QUINN EMANUEL URQUHART & SULLIVAN, LLP Benjamin I. Finestone, Esq. Daniel Holzman, Esq. Kate Scherling, Esq. Jordan Harap, Esq. 51 Madison Avenue, 22nd Floor New York, NY 10010 Telephone: (212) 849-7000 Facsimile: (212) 849-7100 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/1Vt4RQ About Sanchez Energy Corp. Sanchez Energy Corporation and its affiliates -- https://sanchezenergycorp.com/ -- are independent exploration and production companies focused on the acquisition and development of U.S. onshore oil and natural gas resources. Sanchez Energy is currently focused on the development of significant resource potential from the Eagle Ford Shale in South Texas, and holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of Dec. 31, 2018, the companies had approximately 325,000 net acres of oil and natural gas properties with proved reserves of approximately 380 million barrels of oil equivalent and interests in approximately 2,400 gross producing wells. Sanchez Energy and 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-34508) on Aug. 11, 2019. As of June 30, 2019, the companies disclosed $2,159,915,332 in assets and $2,854,673,930 in liabilities. The cases have been assigned to Judge Marvin Isgur. The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as financial advisor; Alvarez & Marsal North America LLC as restructuring advisor; and Prime Clerk LLC as notice and claims agent. SERVICE CORP: Moody's Affirms Ba2 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed Service Corporation International's Ba2 Corporate Family rating, Ba2-PD Probability of Default rating, Baa3 revolving credit facility and term loan rating, and Ba3 senior unsecured note rating. The SGL-1 Speculative Grade Liquidity Rating is unchanged. The rating outlook remains stable. RATINGS RATIONALE "The affirmation of the Ba2 CFR reflects SCI's strong cash flow generation, moderately high financial leverage and stable revenue base," said Edmond DeForest, Moody's Vice President and Senior Credit Officer. The Ba2 CFR incorporates SCI's position as the leading death care provider in North America, with a combined portfolio of nearly 2,000 funeral home locations and cemetery properties, significant scale advantages and a $11.6 billion revenue backlog as of June 30, 2019. Moody's espects growth in pre-need cemetery production will drive organic revenue growth of 1%-2%. despite pressure from ongoing declines in average revenue per funeral service. Moody's anticipates EBITA margins will decline modestly to below 20% as customers continue to trend towards cremation and lower-priced funeral services. Debt to EBITDA is expected to remain around 4.0 times and free cash flow to debt should remain between 7% and 9%. An aging baby boom population and tangible assets including investment trusts, real estate holdings and insurance contracts providing coverage of debt and other liabilities also support the rating. All financial metrics cited reflect Moody's standard adjustments. Ratings reflect Moody's expectations for shareholder-friendly financial strategies including moderately high financial leverage and shareholder friendly share repurchase activity often in excess of its free cash flow. SCI exhibits modest environmental risks associated with its large physical property portfolio. Some social and reputational risks stem from periodic, although infrequent, complaints and lawsuits regarding mishandling of human remains at some of its sites. There are multiple governance and regulatory considerations, which vary by location, regarding the handling of human remains and with respect to the management of financial assets held in trust from prepaid contracts. A change to more aggressive capital allocation, governance or financial strategies could pressure ratings. The Baa3 revolving credit facility and term loan rating reflects the Ba2-PD PDR and a loss given default assessment of LGD2. The revolver and term loan are guaranteed by substantially all of the domestic operating subsidiaries of the company. The subsidiary guarantees are unsecured. The LGD assessment benefits from the significant amount of junior ranking debt in the form of non-guaranteed unsecured senior notes. The Ba3 senior unsecured rating reflects the Ba2-PD PDR and a loss given default assessment of LGD5. The notes are structurally subordinated to all of the liabilities and obligations of each of SCI's operating subsidiaries, including the unsecured subsidiary guarantees of SCI's revolving credit facility and term loan. The SGL-1 speculative grade liquidity rating reflects SCI's very good liquidity profile, as evidenced by its expectations for over $150 million of cash, around $200 million of free cash flow and full availability as of June 30, 2019 under the revolving credit facility expiring in May 2024. The company must comply with a 4.75 times maximum net leverage covenant and a minimum interest covenant of 3.0 times. Moody's espects SCI to be well in compliance with both financial covenants. The stable ratings outlook reflects Moody's expectation for modest revenues growth and steady credit metrics over the next 12 to 18 months. An upgrade could occur if Moody's expects: 1) profitable revenue growth of at least 4% per year; 2) debt to EBITDA around 3 times; and 3) free cash flow to debt will be maintained above 10%. The ratings could be lowered if Moody's anticipates: 1) declining revenues; 2) EBITA margins will be sustained below 17%; 3) debt to EBITDA will remain above 4.5 times; or 4) less than good liquidity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Issuer: Service Corporation International Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Unsecured Term Loan A, Affirmed Baa3 (LGD2) Senior Unsecured Revolving Credit Facility, Affirmed Baa3 (LGD2) Senior Unsecured Notes, Affirmed Ba3 (LGD5) Speculative Grade Liquidity Rating, Unchanged SGL-1 Outlook, Remains Stable Service Corporation International, based in Houston, TX, is North America's largest provider of funeral, cemetery and cremation products and services. The company operates 1,478 funeral service locations and 481 cemeteries, which includes 287 funeral service/cemetery combination locations. Moody's anticipates revenue of over $3 billion in 2020. SHEARER'S FOODS: Moody's Affirms B3 CFR & Alters Outlook to Pos. ---------------------------------------------------------------- Moody's Investors Service affirmed Shearer's Foods, LLC's corporate family rating at B3, its probability of default rating at B3-PD and second lien term loan at Caa2, and assigned a B3 rating to its proposed amended and extended first lien term loan. The outlook was changed to positive from stable. The rating affirmation and positive outlook reflect leverage that although still high, is declining due to improved operating performance. Moody's expects further improvements in profitability and cash flow as the company benefits from pricing initiatives and SKU rationalization, implements further cost savings initiatives in its supply chain and manufacturing operations and as it cycles one-time costs related to previous acquisitions and subsequent integration challenges. These improvements will benefit cash flow and allow for continued debt repayment. After reducing debt by over $70 million in its fiscal 2019, the company expects further significant debt reduction in 2020. Debt to EBITDA leverage, including Moody's adjustments, stood at 6.8 times as of June 30, 2019. Moody's expects leverage to be closer to 6 times at the end of September and in the low 5 times range by the end of fiscal 2020. Moody's has previously said that leverage of under 6.5 times, together with sustained positive free cash flow could lead to an upgrade. Moody's took the following rating actions on Shearer's Foods, LLC: Ratings Affirmed Corporate Family Rating at B3 Senior Secured Second Lien Term Loan due June 2022 at Caa2 (LGD5) Probability of Default rating at B3-PD Ratings Assigned: Senior Secured First Lien $701 million term loan due 2022 at B3 (LGD3) The ratings on the existing first lien term loan due 2021 will be withdrawn following the closing of the amend and extend transaction. Outlook is being changed to positive from stable RATINGS RATIONALE Shearer's B3 Corporate Family Rating reflects the company's still high financial leverage, private equity ownership and significant customer concentration. Profitability, though modest, has been improving after the company addressed challenges that followed a period of rapid growth through acquisition. The rating also reflects the company's leading position as a producer of private label snacks, its scale as a contract manufacturer with nationwide reach and its good liquidity supported by improving projected free cash flow, growing cash balances and an unutilized $125 million revolver, as well as a covenant lite structure. Ratings could be upgraded if the company sustains debt to EBITDA below 6.5 times, consistently generates positive free cash flow, and maintains good operating performance. Ratings could be downgraded if the company's liquidity deteriorates, operating performance weakens, or if Moody's comes to believe its capital structure is unsustainable. Shearer's Foods, LLC, headquartered in Massillon, Ohio, manufactures snack food products such as kettle chips, tortilla chips, potato chips, extruded cheese snacks, cookies, and crackers for other companies. Revenue was $1.2 billion for the 12 months ending June, 2019. Shearer's is majority owned by Ontario Teachers' Pension Plan and does not publicly disclose financial information. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. SHEARER'S FOODS: S&P Alters Outlook to Positive, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Shearer's Foods LLC to positive from stable and affirmed its 'B-' issuer credit rating. S&P expects Shearer's Foods to generate positive free operating cash flow near $70 million in fiscal 2019, which is the second year of substantial cash flow generation for the company in over five years. Before 2018 the company continued to invest in capital expenditures (capex) to support growth in its facilities and its free operating cash flow was largely negative. The company has pulled back on capex in recent years because it faced operational challenges, but S&P believes it could accelerate capex in 2020, lending to lower cash flow available for debt repayment. Additionally, the company's leverage remains high. Including the preferred stock, adjusted debt to EBITDA is still in the double-digits and estimated to be 12x. S&P estimates that EBITDA coverage of cash interest will be about 2x for fiscal year-end 2019, an improvement from 1.3x in 2018. It believes this could improve to near 10x and comfortably above 2x in 2020 if the company can sustain a similar level of free operating cash flow generation and applies more than $35 million of cash flow toward debt reduction. S&P's credit metrics include about $1 billion of preferred equity treated as debt and growing at an 11% annual pay-in-kind rate. Event risk remains elevated given the company's financial sponsor ownership. S&P believes there is heightened event risk in 2020 that the company may re-embark on its acquisitive growth strategy as a consolidator in its space now that its operational challenges have subsided. The company has not made a sizeable transaction since its 2015 Barrel O'Fun acquisition, which took leverage to 7x (not including preferred stock). Leverage not including preferred stock will be about 6x in 2019, falling to below 5.5x in 2020 if the company repays another substantial amount of debt in the year. This creates some room for re-leveraging, in S&P's view, and an opportunity for its existing financial sponsor owners to exit. Operational challenges and rising costs have largely been addressed. The company has turned around its operations after facing challenges, primarily in three facilities, soon after acquiring Barrel O'Fun. The company subsequently replaced leadership at the affected facilities with managers experienced in integrated networks, rolled out standard procedures, and reduced stock-keeping units (SKUs) to improve profitability and working capital management. In addition, the company increased pricing in the second quarter of fiscal 2018 to offset rising commodity, freight, and distribution costs, and lowered capex to maintenance levels. These actions have resulted in margin expansion and materially improved free cash flow generation. The company's core salty snack product portfolio and large private-label business are positioned for good growth. Large branded packaged food companies continue to use co-manufacturers, as they have rationalized their own geographic footprint. Additionally, smaller, new entrants to the snacking category are adopting asset-lite models. This, combined with middle-single-digit growth in the salty snack category (according to Euromonitor), should continue to fuel top-line growth for Shearer's. S&P forecasts Shearer's to generate low-single-digit top-line growth due to portfolio resizing. Margins should also expand as the company's capacity utilization benefits from more contract manufacturing demand with existing customers that are looking to outsource their production. Private-label is also benefiting from retailers increasing their offerings as private label offers them a higher margin. Millennials are also less brand loyal, leading to greater demand for private-label products. In addition, Shearer's has an extensive manufacturing footprint, with 11 facilities across North America, and the ability to leverage current capacity to support future growth. The positive outlook reflects that S&P could raise the ratings over the next 12 months. "We could raise the rating if the company can improve EBITDA and sustain positive the free operating cash flow that it uses for debt reduction beyond its required amortization payments, bringing its EBITDA to cash interest ratio above 2x on sustained basis," S&P said. The rating agency believes this could occur if the company grows revenues in the low-single-digits and maintains EBITDA margins in the low-double-digits. "We could revise the outlook to stable if the company does not grow EBITDA in line with our expectations or fails to generate at least $35 million of free operating cash flow, resulting in less debt repayment and EBITDA coverage of cash interest expense falling below 2x," S&P said, adding that it could consider a downgrade if the company's operating performance does not improve and capex remains high, leading to sustained negative free operating cash flow, possibly constrained liquidity, and a decline in EBITDA to cash interest coverage to below 1.2x. This could occur if the company cannot sustain operating improvements or if input cost inflation or a loss of key customers results in lower sales and margin contraction, according to the rating agency. SIMPLICITY CATERERS: Seeks Permission to Use IRS Cash Collateral ---------------------------------------------------------------- Simplicity Caterers, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama for interim and final authority to use the cash collateral of the Internal Revenue Service for its business operations. The monthly budget filed with the Court provides for $57,461 in total expenses, including $19,200 in inventory, and $22,511 in payroll for Sept. 2019. A copy of the three-month budget through Nov. 2019 is available for free at http://bankrupt.com/misc/Simplicity_Caterers_8(1)_Cash_Budget.pdf As additional adequate protection, the Debtor proposes to grant IRS a replacement lien in the Debtor's post-petition assets, and proceeds of same, to the same extent, priority and validity as those creditors prepetition liens for any diminution in the value of IRS' interest. About Simplicity Caterers Simplicity Caterers, LLC, sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-82798) on Sept. 17, 2019. TAZEWELL SHEPARD, P.C., represents the Debtor. STEARNS HOLDINGS: Addresses U.S. Trustee Objections in New Plan --------------------------------------------------------------- Stearns Holdings, LLC, et al., filed a revised disclosure statement to include additional language to address the objections raised by the United States Trustee. The Plan does not contemplate paying members of Classes 4 and 5 post-petition interest, because they are unsecured creditors and the Debtors are not solvent. The United States Trustee believes that a confirmable plan must pay post-petition interest in order to count these classes as unimpaired. The Debtors disagree and intend to seek Confirmation of the Plan. The Plan contemplates paying the professional fees of the indenture trustee for the Notes and PIMCO. The United States Trustee believes that such fees may not be paid pursuant to a plan of reorganization. The Debtors disagree and intend to seek Confirmation of the Plan. Following the incorporation of the language, the U.S. Trustee's Objection is not being pursued at this time and all arguments contained therein are expressly preserved for the confirmation hearing. The value of the New Notes will be dependent upon the amount of payments made to Class 5 (General Unsecured Claims) on the Effective Date. The Debtors estimate that the value of the New Notes may range from approximately $3.75 million to $7.53 million. A full-text copy of the Revised Disclosure Statement is available at https://tinyurl.com/yxsbomb5 from PrimeClerk.com at no charge. About Stearns Holdings Stearns Lending, LLC is a provider of mortgage lending services in Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent and Financial Institutions sectors throughout the United States. Stearns Lending is an equal housing lender and is licensed to conduct business in 49 states and the District of Columbia. Additionally, Stearns Lending is an approved HUD (United States Department of Housing and Urban Development) lender; a Single Family Issuer for Ginnie Mae (Government National Mortgage Association); an approved Seller/Servicer for Fannie Mae (Federal National Mortgage Association); and an approved Seller/Servicer for Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns Lending is also approved as a VA (United States Department of Veterans Affairs) lender, a USDA (United States Department of Agriculture) lender, and is an approved lending institution with FHA (Federal Housing Administration). Stearns Lending is located at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707. Stearns Holdings, LLC and six subsidiaries, including Stearns Lending, LLC, each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-12226) on July 9, 2019. Stearns estimated assets of $1 billion to $10 billion and liabilities of the same range as of the bankruptcy filing. Stearns' cases have been assigned to the Honorable Shelley C. Chapman. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Stearns, PJT Partners is serving as its financial advisor and Alvarez & Marsal is serving as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent, maintaining the sites https://cases.primeclerk.com/stearns and http://www.stearnsrestructuring.com/ STEARNS HOLDINGS: Hires EY LLP as Audit and Tax Service Provider ---------------------------------------------------------------- Stearns Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Ernst & Young LLP, as audit and tax service provider to the Debtors. Stearns Holdings requires EY LLP to: A. Audit Services -- audit and report on the consolidated financial statements of the Debtors and the consolidated financial statements and supplementary information for the year ended December 31, 2019. -- review the Debtors' unaudited interim financial information and issue a report that provides negative assurance as to conformity with U.S. general accepted accounting principles. -- audit the consolidated financial statements in accordance with the standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the U.S. and provide a report on internal control over financial reporting related to the financial statements and supplementary information and compliance with laws, regulations and the provisions of contracts or grant agreements and other matters, noncompliance with which could have a material effect on the financial statements, as required by Government Auditing Standards. -- audit and report on each major U.S. Department of Housing and Urban Development (HUD) program of Stearns Lending for the year ended December 31, 2019, in accordance with the U.S. Housing of Urban Development Consolidated Audit Guide for the Audit of HUD Programs (the "Guide") and Government Auditing Standards and provide an opinion on compliance with laws, regulations and the provisions of contracts or grant agreements that could have a direct and material effect on each major HUD program in accordance with the Guide. B. 2018 Tax Compliance -- prepare the U.S. federal income tax return, Forms 1120 and 1065, for the tax year ended December 31, 2018. -- prepare the state and local income and franchise tax returns. -- prepare the 2019 Estimated tax payment computations and vouchers, final K-1s, and 2018 Operational tax workbook. C. MSR Tax Opinion -- gather the material facts about the issue whether a planned bulk sale of mortgage servicing rights would appear to be subject to Internal Revenue Code section 1231. -- analyze the federal income tax consequences. -- draft an opinion on the federal income tax treatment of the sale. D. 2018 & 2019 PMA Tax Compliance -- prepare the U.S. Return of Partnership Income, Form 1065, for Private Mortgage Advisors, LLC for the tax year ended December 31, 2018. -- prepare the state and local income and franchise tax returns for California (Form 568) and Delaware (Form DE- 300). -- prepare the U.S. Return of Partnership Income, Form 1065, for Private Mortgage Advisors, LLC for the short tax year ended January 1, 2019. -- prepare the state and local income and franchise tax returns for Delaware (Form DE-300). E. Washington State Tax Controversy Assistance -- provide tax advice and controversy services concerning the issues in the current examination of the Debtors by the Washington State Department of Revenue. -- work to develop an understanding of the issues and assisting with questionnaires required by state tax authorities. -- represent the Debtors in the examination and subsequent appeal proceeding, including the preparation of protests. -- assist in appeals proceedings, if the Debtors choose to proceed with settlement. Any settlement must be approved by the Debtors. EY LLP will be paid at these hourly rates: Partner/Principal/Executive Director $625 to $697 Senior Manager $555 to $607 Manager $445 to $517 Senior $342 to $427 Staff $193 to $252 Admin/Intern $63 to $90 Prior to the Petition Date, the Debtors paid EY LLP $162,688. The Debtors owe EY LLP $94,031 in respect of services provided by EY LLP prior to the Petition Date. In connection with its proposed retention in the Chapter 11 Cases, EY LLP requests authority to recoup or set off the amount it is owed on account of prepetition services against the Credit Balance. During the 90 days before the Petition Date, the Debtors paid $616,706 to EY LLP. EY LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. John B. Straub, partner of Ernst & Young 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 Debtors and their estates. EY LLP can be reached at: John B. Straub ERNST & YOUNG LLP 18101 Von Karman Avenue, Suite 1700 Irvine, CA 92612 Tel: (949) 794-2300 About Stearns Holdings Stearns Lending, LLC is a provider of mortgage lending services in Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent and Financial Institutions sectors throughout the United States. Stearns Lending is an equal housing lender and is licensed to conduct business in 49 states and the District of Columbia. Additionally, Stearns Lending is an approved HUD (United States Department of Housing and Urban Development) lender; a Single Family Issuer for Ginnie Mae (Government National Mortgage Association); an approved Seller/Servicer for Fannie Mae (Federal National Mortgage Association); and an approved Seller/Servicer for Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns Lending is also approved as a VA (United States Department of Veterans Affairs) lender, a USDA (United States Department of Agriculture) lender, and is an approved lending institution with FHA (Federal Housing Administration). Stearns Lending is located at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707. Stearns Holdings, LLC and six subsidiaries, including Stearns Lending, LLC, each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-12226) on July 9, 2019. Stearns estimated assets of $1 billion to $10 billion and liabilities of the same range as of the bankruptcy filing. Stearns' cases have been assigned to the Honorable Shelley C. Chapman. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Stearns, PJT Partners is serving as its financial advisor and Alvarez & Marsal is serving as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent, maintaining the sites https://cases.primeclerk.com/stearns and http://www.stearnsrestructuring.com/ STEARNS HOLDINGS: Seeks to Hire PwC as Accounting Consultant ------------------------------------------------------------ Stearns Holdings, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ PricewaterhouseCoopers LLP, as accounting consultants to the Debtors. Stearns Holdings requires PwC to: -- advise and assist management on the timing of key milestones and milestone interdependencies; -- provide examples of public company financial statements as illustration of bankruptcy accounting application; -- perform scoping exercise by reviewing trial balance accounts to identify accounts requiring bankruptcy adjustments and accounts requiring modified cut-off procedures for a mid-month filing/emergence; -- advise and assist management on the preparation of financial statements footnotes and disclosures; -- read the Debtors prepared draft financial statement disclosures, presentation formats, drafts, and provide comments for the Debtors' consideration; -- identify or propose certain adjustments to financials statement amounts or footnote disclosures; -- draft or edit financial statement footnotes or other financial statement disclosures; -- evaluate the current accounting for significant transactions and, where applicable, provide suggestions or alternative treatments for your consideration; advising the Debtors in their projection of future cash taxes (U.S. federal and state income and franchise taxes) following the proposed financial restructuring transaction, incorporating the effects from U.S. federal and state income tax attribute reduction (e.g., reduced tax basis in assets, less net operating loss carryforwards) and potential changes in accounting methods in the determination of projected taxable income following the proposed financial restructuring; -- where requested and mutually agreed, draft accounting whitepapers in matters related to bankruptcy matters (e.g. ASC 450—Contingencies, ASC 470—Debt, ASC 815—Derivatives and Hedging); -- prepare a detailed listing of accounting and operational issues that will need to be resolved for post-emergence financial reporting; -- if applicable, advise and assist management on their execution of the development of the accounting documentation that supports all of the individual transactions that make up the 4 column balance sheet; -- advise and assist management on the creation of the project plan that applies to both operational and financial requirements for accounting for emergence from bankruptcy and incorporates all dependent service providers; -- advise and assist management on their development of a communication framework, including related status reporting; governance structure; resource requirements; issue resolution process and the responsibilities of various project teams/participants; -- advise and assist management on the potential operational matters on the Debtors' systems regarding implementation of fresh start accounting; -- advise and assist management on what whitepapers will be required to support the company's accounting position elections; -- advise and assist management on the impact of fresh start and the plan of reorganization to the company's general ledger; -- advise and assist management on coordination with their auditors on key accounting and operational matters; -- advise on potential financial reporting considerations related to the impairment testing in accordance with FASB Accounting Standards Codification 350, Intangibles—Goodwill and Other ("ASC 350"), or Property, Plant, and Equipment ("ASC 360"); -- advise on potential financial reporting considerations related to opening balance sheet upon emergence or reorganization in ASC 805, Business Combinations ("ASC 805"); -- advise the Debtors and provide comments on valuation issues regarding the Debtors' preparation of their financial statements and notes in the financial statements; and -- provide estimates of value for assets and liabilities for impairment testing purposes or opening balance sheet upon emergence or reorganization. PwC will be paid at these hourly rates: Partner/Principal $994 to $1,033 Managing Director $862 to $949 Director/Senior Manager $725 to $865 Manager $629 to $674 Senior Associate $526 to $554 Associate $443 to $483 Administrative Assistance $129 PwC will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel Goerlich, partner of PricewaterhouseCoopers 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 Debtors and their estates. PwC can be reached at: Daniel Goerlich PRICEWATERHOUSECOOPERS LLP 1075 Peachtree Street, Suite 2600 Atlanta, GA 30309 Tel: (678) 419-1000 About Stearns Holdings Stearns Lending, LLC is a provider of mortgage lending services in Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent and Financial Institutions sectors throughout the United States. Stearns Lending is an equal housing lender and is licensed to conduct business in 49 states and the District of Columbia. Additionally, Stearns Lending is an approved HUD (United States Department of Housing and Urban Development) lender; a Single Family Issuer for Ginnie Mae (Government National Mortgage Association); an approved Seller/Servicer for Fannie Mae (Federal National Mortgage Association); and an approved Seller/Servicer for Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns Lending is also approved as a VA (United States Department of Veterans Affairs) lender, a USDA (United States Department of Agriculture) lender, and is an approved lending institution with FHA (Federal Housing Administration). Stearns Lending is located at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707. Stearns Holdings, LLC and six subsidiaries, including Stearns Lending, LLC, each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-12226) on July 9, 2019. Stearns estimated assets of $1 billion to $10 billion and liabilities of the same range as of the bankruptcy filing. Stearns' cases have been assigned to the Honorable Shelley C. Chapman. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Stearns, PJT Partners is serving as its financial advisor and Alvarez & Marsal is serving as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent, maintaining the sites https://cases.primeclerk.com/stearns and http://www.stearnsrestructuring.com/ STERICYCLE INC: S&P Lowers ICR to 'BB' on Weak Performance ---------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Stericycle Inc. to 'BB' from 'BBB-'. It also lowered the issue-level ratings on the company's $1.3 billion term loan and $600 million senior unsecured notes to 'BB' from 'BBB-'. The recovery rating is '3'. Leverage will remain elevated due to delayed asset sales, subpar operating performance, and aggressive financial policies. The downgrade reflects Stericycle's delayed deleveraging trajectory. S&P now believes adjusted leverage will exceed 5x for the next year without substantial asset sales and sustained improvement in operations. The downgrade reflects a reduction in fiscal 2019 EBITDA guidance to about $600 million and delays in asset sales. These factors will curtail debt reduction and result in leverage exceeding 5x over the next year. Past acquisitions, funded primarily with debt, have resulted in volatile earnings in the past few years, and margins have come under pressure. Although Stericycle is planning to sell a number of assets and use the proceeds to reduce debt, this process has been delayed. In addition, S&P expects the continued lower profitability of the company's medical waste business, coupled with lower paper pricing, will result in weak credit metrics. The negative outlook reflects that S&P could lower ratings if adjusted debt to EBITDA exceeds 5x in the next 12 months. However, S&P expects profitability to improve modestly in the next year from business transformation efforts and thinks that the company will return to healthy free cash flow generation as the business stabilizes. This could result in a slight improvement to leverage below 5x S&P expects for the current ratings. "We could downgrade Stericycle if adjusted debt to EBITDA continues to exceed 5x during the next 12 months with no clear prospects for improvement. This could result from weak operating trends and profits, despite various business transformation efforts. We could also lower the ratings if significant cash outlays, or if we believe that structural changes in the medical waste industry will hamper growth prospects," S&P said. "We could revise our outlook on Stericycle to stable if asset sales are completed, and debt leverage improves to less than 5x in the next 12 months, and we believe that the company's financial policies and operating trends will allow this improvement to be sustained. This revision would also take into account improved EBITDA margins and free cash flow resulting from the successful portfolio rationalizations and business transformation efforts," the rating agency said. STONEGATE LANDING: Oct. 24 Disclosure Statement Hearing ------------------------------------------------------- A court hearing for Stonegate Landing LLC will be held on October 24, 2019 at 10:30 a.m. before the Honorable Judge Melvin S. Hoffman, to consider the Motion filed by the Debtor to Approve its Disclosure Statement. Any objection or responses must be submitted on the deadline date October 18, 2019 4:30 p.m. The Plan contemplates satisfaction of the secured creditors and administrative claims in full. The Plan further provides for the payment in full of the allowed priority claims of the taxing authorities, with monthly payments, including appropriate interest. The payments to the taxing authorities will be made on the earlier of (i) the date on which secured claims from the sales of the lots are satisfied or (ii) over a five -year period from the Petition Date. Finally, the Plan provides for the payment from any remaining sale proceeds to be paid as a pro rata distribution to the holders of allowed, general unsecured claims which the Debtor estimates will equal approximately 100% of such claims and up to 100% to the claims of the related general unsecured creditor. On August 8, 2019 the Debtor closed on the sale of Lot # 3 and the proceeds were used, after to satisfy in full, the obligations to Mechanics which were secured by the first mortgage loan, then outstanding in the sum of $4,557.66 and to satisfy in full, the second mortgage loan then outstanding in the sum of $28,695.24 with the remaining sums applied to satisfy the third mortgage loan. Notwithstanding those payments3 and without a conference with the Debtor, through counsel, on September 5, 2019, Mechanics filed a motion seeking relief from the automatic stay in order to foreclose on the Property. The Debtor opposes relief from stay and asserts that Mechanics is adequately protected of its interests and lacks cause, all as fully set forth in the Opposition to the Motion for Relief. Reorganization of the Debtor is in the best interest of creditors and will result in Mechanics being paid in full through the sale of the next four (4) of the remaining eight (8) lots. Thereafter, lots to be sold to pay creditors up to the amount of their claim and after which, the Debtor intends to develop the remaining Property and to operate the Home Owners Association which includes maintenance of the Property by undertaking the winter snow removal and sanding, spring cleanup, grass cutting along roadway and at both project entrances, and minor roadway repairs. The continued operation of the Debtor is in the best interest of the creditors and the existing homeowners. A full-text copy of the Chapter 11 Plan dated September 19, 2019 is available at https://tinyurl.com/y3k45y22 from PacerMonitor.com at no charge. The Debtor is represented by Nina M. Parker, Esq., at Parker & Lipton Parker & Associates LLC, in Winchester, Massachusetts. About Stonegate Landing Stonegate Landing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14383) on Nov. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Melvin S. Hoffman is the case judge. Parker & Associates is the Debtor's legal counsel. SUNCOAST ARCADE: Asks Court for Leave to Use Cash Collateral ------------------------------------------------------------ Suncoast Arcader, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral in order to continue its business, pursuant to a budget. The budget provides for $3,400 in materials and supplies; $17,500 in wages; and $2,040 in shipping costs, for the month of Sept. 2019. A copy of the budget can be accessed for free at: http://bankrupt.com/misc/Suncoast_arcade_10_CashMO.pdf About Suncoast Arcade Suncoast Arcade, Inc., manufactures and sells arcade games and pinball machines via the internet through Amazon and other methods. The Company filed a petition under Chapter 11 (Bankr. M.D. Fla. Case No. 19-08674) on Sept. 13, 2019 in Tampa, Florida. JOHNSON POPE BOKOR RUPPEL & BURNS LLP represents the Debtor. TEVA PHARMACEUTICAL: S&P Affirms 'BB' Long-Term ICR; Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' long-term issuer credit rating on Teva Pharmaceutical Industries Ltd. and the 'BB' senior unsecured issue-level rating. S&P's affirmation reflects Teva's capacity to absorb significant litigation liabilities (around $2 billion, including $646 million already reserved on the balance sheet) at the current rating while still deleveraging toward adjusted debt to EBITDA of below 5x and maintaining funds from operations (FFO) to debt above 12%-13%. S&P's negative outlook reflects the risk that liabilities from ongoing litigation could exceed $2 billion and also that the business could underperform over the next year given the extent of recent cost cutting and restructuring. Although S&P would view global resolutions to opioid and price-fixing litigation as one-time events, it believes the cash flow impact could constrict Teva's ability to invest in future growth to offset future declines in maturing products. The negative outlook reflects risk to Teva's deleveraging trajectory, given the number of moving pieces associated with maturing products, the uncertain success of new product launches, and the overhang from U.S. opioid and price-fixing litigation. S&P predicts adjusted funds from operations (FFO) to debt will be 12%-13% in 2019 and 2020 and free cash flow will be about $1.8 billion in 2019 and about $2 billion in 2020. "We believe Teva has little room for underperformance in 2019, and we could lower the rating if free cash flow falls materially below $1.8 billion in 2019 and about $2 billion in 2020 and adjusted FFO to debt is below our 12%-13% expectation. In this scenario, the U.S. generic segment would likely decline more than expected from worse pricing dynamics and fewer new launches," S&P said, adding that it could also lower the rating if it becomes confident that liabilities associated with opioid or price-fixing litigation will exceed $2 billion. The rating agency said it could consider a multi-notch downgrade if it believes litigation liabilities will exceed $4 billion-$5 billion. "We could revise the outlook to stable if Teva meets or exceeds the upper end of its guidance, generating cash flows of about $2 billion and demonstrating commercial success of Ajovi and Austedo. In this scenario, we would expect to have more certainty in the range of outcomes in the opioid and price-fixing litigation evidenced by a wide-reaching settlement or other type of resolution resulting in an expected liability below $2 billion," S&P said. "We also view a stabilization of Teva's U.S. generics segment (including successful new launches to offset price declines) and slower revenue declines in other mature products as essential to providing a clearer path to sustained growth and further debt repayment in 2020 and 2021," the rating agency said. THE ROSEGARDEN HEALTH: Court Grants Ch. 11 Trustee Access to Cash ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut authorizes Jon Newton, the Trustee in the Chapter 11 cases of The Rosegarden Health and Rehabilitation Center LLC, and Bridgeport Health Care Center Inc., to use cash collateral on a revolving basis through and including Nov. 16, 2019, pursuant to a budget. As adequate protection, the Alleged Secured Creditors are granted replacement and substitute liens in all post-petition assets. The Alleged Secured Creditors are also granted an allowed administrative expense claim against each of the Debtors on a joint and several basis, to the extent that the adequate protection proves to be inadequate. The Court rules that nothing will impair the rights of the Medicaid programs of the State of Connecticut and the Medicare programs of the U.S. Department of Health and Human Services to make reductions or withhold any Medicaid or Medicare receivables arising from services provided by the Debtors through recoupment of any amounts due to these Medicaid and Medicare programs. The Court will continue hearing on the Motion on Nov. 13, 2019 at 11 a.m. About The Rosegarden Health and Rehabilitation Center LLC Located in Waterbury, Connecticut, Bridgeport Health Care Center and The Rosegarden Health and Rehabilitation Center LLC -- http://www.bridgeporthealthcarecenter.com/-- provide long and short-term nursing care and rehabilitation services. Bridgeport offers nursing care, Alzheimer's care, rehab/physical therapy, wound care, dietary, respite care, and hospice care. Rosegarden services include 24-hour nursing care, APRN on Staff, short-term/long-term rehab, physical therapy, speech therapy, occupational therapy, IV therapy/medical/incontinence management, CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services, respiratory care, among others. Bridgeport Health Care and Rosegarden sought Chapter 11 protection (Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on April 18, 2018. In the petitions signed by their chief financial officer, Chaim Stern, Bridgeport estimated assets and liabilities of less than $50 million, and Rosegarden Health estimated assets and liabilities of less than $10 million. The Hon. Julie A. Manning is the case judge. Richard L. Campbell, Esq., at White and Williams LLP, serves as the Debtors' counsel. William K. Harrington, the United States Trustee for Region 2, appointed Joseph J. Tomaino as patient care ombudsman in the cases. The PCO hired Barbara H. Katz, as counsel. Jon Newton was appointed Chapter 11 trustee for the Debtors. The Trustee is represented by Reid and Riege, P.C. THG HOLDINGS: Creditors Panel Hires Cooley LLP as Counsel --------------------------------------------------------- The Official Committee of Unsecured Creditors of THG Holdings, LLC, and its debtor-affiliatesseeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Cooley LLP, as counsel to the Committee. The Committee requires Cooley LLP to: (a) attend the meetings of the Committee; (b) review financial and operational information furnished by the Debtor to the Committee; (c) analyze and negotiate the budget and the terms of the Debtor's use of cash collateral and debtor-in-possession financing; (d) assist in the Debtor's efforts to reorganize or sell its assets in a manner that maximizes value for creditors; (e) review and investigate prepetition transactions in which the Debtor and its insiders were involved; (f) assist the Committee in negotiations with the Debtor and other parties in interest on the Debtor's proposed chapter 11 plan and exit strategy for the bankruptcy case; (g) Confer with the Debtor's management, counsel, and financial advisor and any other retained professional; (h) confer with the principals, counsel and advisors of the Debtor's lenders and equity holders; (i) review the Debtor's schedules, statements of financial affairs, and business plan; (j) advise the Committee as to the ramifications regarding all of the Debtor's activities and motions before this Court; attend the meetings of the Committee; (k) file appropriate pleadings on behalf of the Committee; (l) investigate and analyze certain of the Debtor's prepetition conduct, transactions, and transfers; (m) analyze the value of the go forward business; (n) provide the Committee with legal advice in relation to the bankruptcy case; (o) prepare various pleadings to be submitted to the Court for consideration; and (p) perform such other legal services for the Committee as may be necessary or proper in these proceedings. Cooley LLP will be paid at these hourly rates: Partners $995 to $1,185 Associates $670 to $755 Paralegals $275 Cooley LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Kanowitz, partner of Cooley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cooley LLP can be reached at: Richard S. Kanowitz, Esq. COOLEY LLP 55 Hudson Yards New York, NY 10001 Tel: (212) 479-6000 E-mail: rkanowitz@cooley.com About THG Holdings, LLC THG Holdings LLC and its affiliates, including True Health Diagnostics LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11689) on July 30, 2019. THG's business is conducted in large part through True Health Diagnostics -- https://truehealthdiag.com/ -- a laboratory provider of diagnostic and disease-management solutions based in Frisco, Texas. It utilizes proprietary and innovative diagnostic technology to detect disease indicators that enable early stage diagnosis and monitoring for a variety of chronic diseases. At the time of the filing, True Health Diagnostics had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The cases have been assigned to Judge John T. Dorsey. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as bankruptcy counsel; Perkins Coie LLP as special counsel; SSG Capital Advisors LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 8,, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of THG Holdings LLC. The Committee hires Elliott Greenleaf, P.C., and Cooley LLP, as counsels. GlassRatner Advisory & Capital Group, LLC as financial advisor. THOMAS COOK: Hedge Funds in Line for $250MM on CDS Payout --------------------------------------------------------- Bloomberg News reports that not everyone lost out with the collapse of 178-year-old Thomas Cook Group Plc that put 21,000 jobs at risk and left travelers around the world stranded. According to the report, speculators including Sona Asset Management and XAIA Investment GmbH stand to earn as much as $250 million from the bankruptcy -- from payouts triggered for funds that bet on the company defaulting. The hedge funds invested in derivatives that pay out when a company defaults. The fate of those securities was at the heart of the battle over whether Thomas Cook lived or died. According to Bloomberg, Thomas Cook will be the latest of several big payouts this year for hedge funds and traders who bought the credit-default swaps. The list includes U.K. fashion retailer New Look and Rallye SA, parent of French supermarket chain Casino Guichard-Perrachon SA. More are set to follow as Europe's economy slows and a growing number of companies come under stress. A panel of traders called the EMEA Determinations Committee ruled on Monday evening that Thomas Cook triggered a bankruptcy credit event when it filed for compulsory liquidation earlier in the day. Separately, it ruled that the company's decision to file for Chapter 15 bankruptcy in the U.S. was also sufficient for payment, but only for CDS contracts that fall under 2003 definitions. That means some investors with contracts that expired last week could still get paid. CDS are a popular way for hedge funds to bet on companies facing difficulties with their balance sheets. They don't always pay out in the event of default, however. Thomas Cook's rescue could have rendered CDS on the debt worthless and investors including Sona had threatened to block it. Holders of CDS were concerned about a technicality related to plans to convert Thomas Cook debt into shares, leaving the CDS with nothing to insure. "It's certainly a relief for the hedge funds that Thomas Cook has filed and they haven't had to push the company into administration," said Marc Pierron, a senior credit analyst at Spread Research in Lyon. If rescue talks hadn't collapsed over the weekend and the hedge funds had undermined them to ensure a payout, it would have added to criticism of the CDS market. Bloomberg notes that regulators are already eyeing the derivatives market for so-called manufactured credit events, when funds entice companies to miss bond payments they could otherwise make. About Thomas Cook Group Thomas Cook Group Plc is the ultimate holding company of direct and indirect subsidiaries, which operate the Thomas Cook leisure travel business around the world. TCG was formed in 2007 following the merger between Thomas Cook AG and MyTravel Group plc. Headquartered in London, the Group's key markets are the UK, Germany and Northern Europe. The Group serves 22 million customers each year. The Group operates from 16 countries, with a combined fleet of over 100 aircraft through five entities holding air operator certificates in the UK, Germany, Denmark and Spain. The Group has 2,800 owned and franchised retail outlets (including 555 shops in the UK) and operates 199 own-brand hotels across the world. As of Dec. 31, 2018, the Group had 21,263 employees, including 9,000 in the U.S. The travel agent originally proposed a restructuring. It was scheduled to ask creditors Sept. 27, 2019, for approval of a scheme of arrangement that involves (a) substantially deleveraging the Group by converting GBP1.67 billion of RCF and Notes debt currently outstanding into new shares (15%) and a subordinated PIK note (at least GBP81 million) to be issued by the recapitalized Group in proportions still to be agreed; and (b) the transfer of at least a 75% interest in the Group Tour Operator and an interest of up to 25% in the Group Airline to Chinese investor Fosun Tourism Group. Representatives of the company filed a Chapter 15 petition in New York on Sept. 16, 2019, to seek U.S. recognition of the UK proceedings as foreign main proceeding. The Chapter 15 case is In re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984). Latham & Watkins, LLP is the counsel. But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas Cook UK Plc and associated UK entities announced that they have entered Compulsory Liquidation and are now under the control of the Official receiver. The UK business has ceased trading with immediate effect and all future flights and holidays are cancelled. All holidays and flights provided by Thomas Cook Airlines have been cancelled and are no longer operating. All Thomas Cook's retail shops have also closed. Separate from the parent company, Thomas Cook's Indian, Chinese, German and Nordic subsidiaries will continue to trade as normal. THOMAS HUDSON: $1.8M Sale of Jacksonville Property Approved ----------------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida authorized Thomas Hudson and Lyudmila Hudson to sell the real property located at 128-130 West Adams Street, Jacksonville, Florida to 128 W. Adams Street, LLC, or its assignee/assignor for $1.8 million. The Sale is free and clear of all liens, claims, and encumbrances. The Sale as outlined in the Purchase and Sale Agreement is approved as outlined in the Order. The Purchaser upon payment of the sale proceeds will take title and possession of the Property free and clear of all liens, claims, and encumbrances subject to the existing liens being paid at closing. The sale proceeds will be used to pay off all secured creditors at closing including but not limited to payment of the full amount of E Capital Loan SPV, III, LLC's allowed claim and payment of the Duval County Tax Collector's allowed claim. All remaining net proceeds after secured creditors and closing costs are paid will be paid over to the DIP and deposited into the DIP bank account. If the Purchase and Sale Agreement is terminated or cancelled by either party, the Debtors will file a Notice of termination with the Court within 14 days of the termination. Within 14 days of the closing, the Debtors will file with the Court a copy of any closing statement. All disbursements made at closing on behalf of the Debtors will be incorporated in the appropriate Monthly Operating Report. The Debtors have the authority to execute any and all documents to finalize any of the terms and to close the sale. Attorney Angela M. Scott is directed to serve a copy of this order on interested parties and to file a proof of service within three days of the Order. Thomas Hudson and Lyudmila Hudson sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-02992) on Aug. 5, 2019. The Debtor tapped Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC as counsel. THRUSH AIRCRAFT: Court OK's Interim Use of Wells Fargo Cash ----------------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia authorizes Thrush Aircraft, Inc., to use the cash collateral of Wells Fargo Bank, N.A., during the period from Sept. 17, 2019 through the conclusion of the final hearing. A final hearing on the Cash Collateral Motion will begin at 2 p.m. on Sept. 30, 2019 and will continue day to day and from time to time until completed. As adequate protection, Wells Fargo will have an adequate protection lien on all post-petition property of the Debtor. Moreover, the Debtor will pay Wells Fargo, out of the proceeds of the sale or disposition prior to the 363 sale of (i) any of the six designated aircraft, for an amount equal to $75,000 per aircraft; and (ii) the sale of the so-called experimental aircraft in an amount equal to the gross proceeds therefrom, net of sales taxes, commissions and other costs. A copy of the Order is available for free at: http://bankrupt.com/misc/Thrush_aircraft_75_Cash_INtORD.pdf About Thrush Aircraft Headquartered in Albany, Ga., Thrush Aircraft, Inc., manufactures a full range of aerial application aircraft used in agriculture, forestry, and firefighting roles. There are currently more than 2,400 Thrush aircraft operating in some 80 countries around the world. The company was founded in 2003. Thrush Aircraft sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 19-10976) on Sept. 4, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million, and liabilities of the same range. ULTRA PETROLEUM: Fitch Lowers LT Issuer Default Rating to CCC ------------------------------------------------------------- Fitch Ratings downgraded the Long-Term Issuer Default Ratings on Ultra Petroleum Corp. and Ultra Resources, Inc.'s to 'CCC' from 'CCC+'. Fitch also downgraded Ultra Resource's secured revolver and term loan to 'B'/'RR1' from 'B+'/'RR1', senior secured second lien notes to 'B-'/'RR2' from 'B'/'RR2' and the senior unsecured notes to 'CC'/'RR6' from 'CCC-'/'RR6'. The Rating Watch Negative was removed from the IDR and senior unsecured notes. Ultra announced that it has amended its credit facility to remove all financial maintenance covenants, establish the fall borrowing base at $1.175 billion, reducing the credit facility commitment to $200 million from $325 million and further agreed to a step down to $120 million in February 2020, reducing the tenor of future hedging requirements, and establishing quarterly maximum capital expenditures of $65 million for Sept. 30, 2019, $10 million for Dec. 31, 2019, and $5 million thereafter. The amendment also allows Ultra to repurchase junior indebtedness, although the company will need to receive consents from the first lien term loan lenders and second lien secured notes before it can begin repurchasing. The amendment should make Ultra FCF positive in the near term and allow the company to further reduce debt. Ultra has relatively low decline rates in the Pinedale, and is reiterating production guidance of 238-244 bcfe for 2019. Production is expected to decline to 180-195 bcfe in 2020, or a 22% decline from the midpoint of both ranges. Fitch believes a larger decline is likely in 2021 given the current capital spending plan of $20 million for 2020 compared with $230 million-$260 million for 2019. Fitch's ratings reflect the expected decline in production, high leverage metrics, and minimal asset coverage, which are partially offset by Ultra's low operating and drilling cost structure and expected ability to maintain neutral FCF in the near term. The amendment enhances liquidity in the near-term, but could result in further liquidity challenges in 2021 from a deteriorating production base. Fitch is removing the RWN on the IDR and Senior Unsecured Notes. The RWN assigned to reflect the company's announcement that it had commenced a private offer to exchange a portion of its senior unsecured notes for new senior secured third lien notes. That offer was terminated on July 11, 2019. KEY RATING DRIVERS Weaker Expected Credit Metrics: Fitch anticipates 2019 EBITDA to decline to the $325 million-$350 million range due to lower natural gas prices, increased differentials and weaker production volumes. Management's goal is to be FCF positive and reduce debt, but the reduction in capex is expected to result in further production declines. Fitch is now expecting debt/EBITDA to range in the 5.0x-5.5x range (assuming no proceeds from the make-whole litigation), which is consistent with a 'CCC' rating. Tightening Liquidity: The amended credit facility enhances near-term liquidity through the removal of financial maintenance covenants and significantly lower capital spending requirements. However, this comes at the expense of reduced liquidity given the reduction in revolver commitments, and that projected lower production could lead to further cuts in the borrowing base over time. Ultra has a low decline rate relative to other shale drillers, which allows it to reduce capital spending for a period of time. However, If production continues to further decline in 2021 and beyond, Ultra is likely to face additional liquidity challenges. Debt Exchanges: On May 9, 2019, Ultra commenced an exchange offer of up to $225 million of its 7.125% senior noted due 2025 for 9% cash/2.5% PIK senior secured third lien notes due 2024. The company terminated the exchange on July 7, 2019. According to its credit agreement, Ultra has $240 million of third lien capacity. In December 2018, Ultra completed a debt exchange of $780 million senior notes into $545 million of 9% cash/2% PIK senior secured second lien notes due July 2024 and 10.9 million of new warrants. The exchange reduced gross debt by $235 million and cash interest by $14 million, and reduced the amount outstanding on the next major bond maturity (2022) to $195 million from $700 million. In first-quarter 2019, an additional $44.6 million of the 2022 notes were exchanged for $27 million of the second lien notes. Despite the actual and projected reductions in overall debt from the debt exchanges, leverage ratios are expected to increase because of the decline in EBITDA. Large Negative Basis Differentials: Basis differentials have widened in 2018 and 2019 from a combination of weaker demand in California and increasing competition from the Permian, the Marcellus and Canada. Except for a period from mid-November 2018 to mid-March 2019 when weather-related demands and supply constraints in markets supplied by Rockies natural gas, natural gas sold at Ultra's delivery point (Opal) typically trades at a discount to the Henry Hub. Following that disruption, the discount widened to $0.50-$0.70, and combined with the decline in Henry Hub pricing, it implied that Opal natural gas was selling at around $2.00. Fitch estimates that Ultra has hedged the basis differential on approximately 55% of the expected production for the fourth quarter of 2019 at approximately $0.47/MMBTU. Although differentials have since improved, Fitch expects them to remain under pressure throughout 2019. Hedging Policy Reduces Risk: In accordance with the amended terms of its credit agreement, Ultra must hedge at least 56% of its production for the third quarter of 2019 and at least 50% for the fourth quarter of 2019 and first quarter of 2020, but has no requirements thereafter. Current low strip natural gas prices discourage hedging at these levels, although Fitch expects to the company will be opportunistic to add hedges in a higher price environment. Proven Vertical Resources and Cost Structure: Ultra has a contiguous position in the Pinedale Field with about 83,000 net acres supportive of over 4,000 gross drilling locations. However, only 800 locations are estimated to be economic at the current low commodity prices and wide differentials. This represents about eight years of reserve life at current production levels. While the performance of the horizontal wells has been uneven, Ultra has an established track record of successful vertical exploitation of its acreage with a competitive cost structure. EBITDA cash costs of about $1.00 per Mcfe in second-quarter 2019 allows for favorable net backs even at the currently unfavorable commodity prices and locational basis. Ultra's acreage is essentially 100% held by production, providing the company significant flexibility in the timing of capital deployment and drilling activity. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Defined plan to address the liquidity constraints in weak realized price environment and/or material improvement in net realized prices; -- Increased diversification into different production regions and/or increased exposure to high-margin liquids production; -- Mid-cycle debt/EBITDA below 4.25x and mid-cycle lease adjusted FFO gross leverage below 5.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Material deterioration of production, the cost profile and/or regional differentials from current levels; -- FCF is consistently negative; -- Failure to meaningfully address the shrinking financial flexibility in the current weak realized pricing environment; -- Mid-cycle debt/EBITDA above 5x and mid-cycle lease adjusted FFO gross leverage above 6x. UNITED CHARTER: Creditors to Get 100% Over 2 Yrs Under Plan ----------------------------------------------------------- United Charter, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, a disclosure statement explaining its third amended plan of reorganization. The Third Amended Plan of United Charter (UC) proposes to pay 100% of all Allowed Claims, with interest, over a period of not less than two years. UC believes there are just four types of claims in this case: East West Bank's (EWB), Wayne Bier's, administrative claims, and a small unsecured claim of the Internal Revenue Service. The Plan proposes to pay the Allowed Secured Claim of EWB by capitalizing all pre-confirmation interest, costs, and penalties (to the extent allowed) and amortizing the resulting Claim over 25 years at the WSJ Prime Rate plus 1.5%. The monthly payment of UC to EWB under the Plan, therefore depends on two factors: (1) the Allowed Amount of EWB's Secured Claim; and (2) the WSJ Prime Rate. Payments to the holder of such Allowed Secured Claim will come from three sources: (1) proceeds of the sale or refinance of the Subject Property; (2) net rental income from Subject Property; and (3) to the extent the first two sources are insufficient, voluntary capital contributions from the members of the Debtors. A full-text copy of the Disclosure Statement dated September 12, 2019, is available at https://tinyurl.com/yynb5wgd from PacerMonitor.com at no charge. The Debtor is represented by: Jeffrey J. Goodrich, Esq. Goodrich & Associates 336 Bon Air Center, Suite 335 Greenbrae, CA 94904 Tel:(415) 925-8630 Fax: (415) 925-9242 About United Charter United Charter LLC, owner of certain properties in Stockton, California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-22347) on April 7, 2017. In the petition signed by Raymond Zhang, its managing member, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. The case is assigned to Judge Ronald H. Sargis. The Debtor is represented by Jeffrey J. Goodrich, Esq., at Goodrich & Associates. VARSITY BRANDS: S&P Lowers ICR to 'B-'; Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.–based Varsity Brands Holding Co. Inc. to 'B-' from 'B' and its issue-level rating on the company's first-lien term loan to 'B-' from 'B'. The recovery rating on the first-lien term loan remains '3'. The downgrade reflects Varsity Brands' weakening operating performance in the past few quarters and continued deterioration in its credit metrics. The company was purchased by a new financial sponsor, Bain Capital, in 2018, leading to debt to EBITDA in the mid-8x area after the close of the transaction. The company has been unable to deleverage since the transaction and operating performance continues to fall short of S&P's expectations. While sales are generally in line with its previous forecast, margins compressed significantly because of an accelerated pace of recruiting sales people and investments in technology. It increased the size of its sales force by 20% in the past 12 months. The company also made significant investment to the technology platform, such as an order tracking system. Due to higher-than-expected operating expenses, the EBITDA margin contracted as of the 12 months ended June 30, 2019 from post the transaction in 2018. The company's leverage for the 12 months ended June 30, 2019 increased to the mid-10x area. The negative outlook reflects the risk that the company might not be able to stabilize its cost structure by the end of 2019, leading to an unsustainable capital structure. Cash flows will not stabilize unless it can improve the productivity of its sales force and it achieves benefits from its investments in technology. This could lead to adjusted leverage remaining close to 10x. "We could lower the rating within the next few quarters if the company were unable to improve profitability, free cash flow further weakened and we determined the capital structure were unsustainable in the medium term because it could eventually lead to a distressed exchange or if EBITDA coverage of interest were sustained in the low 1x area," S&P said. This could happen if the company were unable to reduce cost structure or gain traction with its sales people, according to the rating agency. "We could revise the outlook to stable if the company strengthened its profits and free cash flow, and EBITDA interest coverage approached 2x. This could occur if the new sales forces fully ramped up and the company started to benefit from the technology investment and cost saving initiatives," S&P said. VERRINO CONSTRUCTION: Recovery from JTSA, AMG Actions to Fund Plan ------------------------------------------------------------------ Verrino Construction Services Corp. filed a Disclosure Statement in relation to its Chapter 11 Plan of Reorganization. Prior to the Petition Date, the Debtor had been involved in state court litigation, but due to this decline in revenue, the Debtor could not afford to continue to pay its legal fees. Because it could not continue the state court litigation, the Debtor could not recover enough to pay its creditors. As the deadline to file a Plan neared, the Debtor was actively litigating claims, the outcome of which would determine the terms of the Plan. Thus, on March 5, 2019, the Debtor filed a motion to extend its time to file and confirm its Plan and Disclosure Statement. On April 25, 2019, the Court entered an order extending the Debtor's time to file and confirm the Plan through September 21, 2019, and November 5, 2019, respectively. The Plan will be funded from recovery of Jewish Theological Seminary of America (JTSA) Action and AMG-NYC, LLC (AMG) Action. Although the precise amount of such recovery cannot be determined at this time, if a full recovery is received, these funds are expected to be sufficient to pay all Allowed Administrative Claims in full, as well as to fund a 32% distribution to the holders of Allowed Unsecured Claims, and the Debtor shall effectuate all payments due under the Plan. A Liquidation Analysis is attached to the Plan, which indicates, that upon a full recovery of the JTSA Action and the AMG Action, if the assets are liquidated by a chapter 7 trustee, the same funds shall be able to fund only a 29% distribution to holders of Allowed Unsecured Claims. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y48r9hem from PacerMonitor.com at no charge. Attorney for the Debtor is Hugh L. Rothbaum, PLLC. About Verrino Construction Verrino Construction Services Corp. -- http://vcs-corp.com/-- is a full-service construction management firm offering construction services. Established in 2000, the Company offers pre-construction analysis, construction administration and consulting services. VCS has successfully managed major commercial construction projects consisting of retail, office, hospitality and entertainment-based clients. VCS is headquartered in Armonk, New York. Verrino Construction Services filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-23035) on July 2, 2018. In the petition signed by Richard Verrino, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Robert D. Drain presides over the case. Hugh L. Rothbaum, Esq., at Hugh L. Rothbaum, PLLC, serves as bankruptcy counsel; and LaGreca and LaGreca as accountants. VIDA CAPITAL: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating on Vida Capital Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue rating on the company's first-lien revolving credit facility and first-lien term loan. The recovery rating on the debt is '4', indicating S&P's expectation for an average recovery (40%) in the event of default. S&P's ratings on Vida Capital, an alternative asset manager focused on the life settlements industry, reflect the company's small size, concentration in a specific industry, relatively short track-record, sizable amount of locked-up assets under management (AUM), good profitability metrics, and meaningful level of leverage. The stable outlook reflects S&P's expectation that Vida will operate with leverage between 4x and 5x during the next 12 months and experience mid- to high-single-digit percent growth in AUM. "We could lower the ratings during the next 12 months if leverage rises above 5x. We could also lower the ratings if the company's fundraising significantly declines or if its investment performance weakens," S&P said. "We do not anticipate raising the ratings in the next 12 months. We could consider an upgrade if the company operates with leverage comfortably below 4x on a sustained basis while fundraising remains strong and the portfolio continues to diversify over time," the rating agency said. VIRGIN ISLANDS WPA: Moody's Cuts Rating on Sr. Bonds to Caa2 ------------------------------------------------------------ Moody's Investors Service downgraded the Virgin Islands Water and Power Authority (WPA)'s senior electric system revenue bond rating to Caa2 from Caa1 and the electric system subordinated revenue bond rating to Caa3 from Caa2. The outlook remains negative. RATINGS RATIONALE The downgrade of the senior electric system revenue bond rating to Caa2 reflects Moody's view that the default risk of the Virgin Islands Water and Power Authority has increased given an unsustainable capital structure with very tight liquidity, high debt load including a substantial unfunded pension liability, the increased frequency of power outages, reducing the reliability of the electric system, high electric rates, and chronic challenges facing the economy. The Caa3 subordinate lien electric system revenue bond rating reflects the junior position of these securities relative to the senior lien electric system revenue bonds. In Moody's view, VI WAPA's capital structure is unsustainable without improvements in VIWAPA's operating cash flow generation, given the weak liquidity profile with no unrestricted cash on balance sheet and use of overdrafts to manage liquidity, and a history of difficulties to pay fuel suppliers on time. A temporary surcharge for additional leased generating units was approved earlier this year but the authority's retail rates are the highest among US states and territories, and resistance against future rate increases could increase if VI WAPA is unable to restore the reliability of the electric system in the near term, particularly given the chronic economic challenges. The ratings continue to be constrained by a challenged local economy and service territory (already before hurricanes Irma and Maria in 2017) and vulnerability to weather-related events such as hurricanes. Moody's also notes that VI WAPA has a very large unfunded pension liability, has higher annual debt service requirements owing to the Vital capital lease, and faces increased refinancing risk over the next several years as nearly 40% of its senior and subordinated debt matures through 2022, some of which includes bullet or balloon obligations needing to be refinanced. Nevertheless, the ratings recognize recent positive developments. These include for instance that the government has paid down overdue receivables at the end of July 2019 and FEMA and HUD grants have provided funds to invest in the hardening of the transmission & distribution system against future hurricanes and the acquisition of new, efficient generating units and increased renewable energy projects. Financial reporting has improved with the new management providing regular updates on the use of FEMA grants, operations and unaudited financials on EMMA on a monthly basis. Nevertheless, the FY 2018 (ending June 30, 2018) audit has not been published yet. Overall management and governance practices remain weak. Moody's confirmed the issuer rating assigned to the Government of the US Virgin Islands at Caa3 with a stable outlook on September 19, 2019. Positively, bondholders for rated senior and subordinate debt benefit from a fully cash funded debt service reserve fund for both the senior (around $11 million) and subordinated debt (around $4 million), and VI WAPA continues to monthly fund the required principal and interest into the debt service fund for both the senior and subordinated debt, consistent with the terms of the indenture waterfall. RATING OUTLOOK The negative outlook considers VI WAPA's very weak liquidity, very high retail electric rates, growth challenges within the economy and the recent high frequency of power outages, reducing the reliability of the electric system. FACTORS THAT COULD LEAD TO AN UPGRADE - Improvement in the authority's liquidity profile - Improved reliability of the electric system - Rate increases supporting improved cost recovery and translating into improvement of financial metrics with Moody's total fixed charge coverage ratio improving to 1.0x. - Improvement in the credit quality of the Government of the US Virgin Islands FACTORS THAT COULD LEAD TO A DOWNGRADE - Continued deterioration of VI WAPA's liquidity profile and financial metrics, threatening the long-term sustainability of the authority - Deterioration in the credit quality of the Government of the US Virgin Islands - Debt restructuring and/or prospects for recovery rate worsen LEGAL SECURITY VI WAPA's senior lien electric system revenue bonds are secured by a pledge of net electric revenues and certain other funds as defined in the bond resolution (water revenues are not pledged). The senior electric system revenue bonds have a debt service fund requirement equal to the lesser of (i) 10% of aggregate bond proceeds, (ii) maximum aggregate annual debt service or (iii) 125% average aggregate annual debt service. The subordinate lien electric system revenue bonds rank behind the senior lien electric system revenue bonds and have a debt service reserve requirement equal to the lesser of 50% multiplied by (i) 10% of aggregate bond proceeds, (ii) maximum aggregate annual debt service or (iii) 125% average aggregate annual debt service. The subordinate lien electric system revenue bonds rank senior to any interest and principal on the authority's outstanding credit lines. The unrated Bond Anticipation Notes do not benefit from a debt service reserve fund requirement and principal payments on these are subordinated to the rated senior and subordinated bonds. PROFILE The Virgin Islands Water and Power Authority (VI WAPA) is an independent governmental agency of the U.S Virgin Islands and was created in 1964. Its electric system is a monopoly provider of electric service of close to 50,000 customers on St. Thomas, St. Croix, St. John, Water Island and Hassel Island. The rates of both the electric and water systems are regulated by the Public Services Commission (PSC) of the U.S. Virgin Islands. The water and the electric system are independently financed with separate liens on net revenues securing the outstanding debt of each system. Moody's only rates debt of the electric system and the authority provides separate accounting for each system. METHODOLOGY The principal methodology used in these ratings were US Public Power Electric Utilities with Generation Ownership Exposure Methodology published in August 2019. WALL STREET PRODUCTIONS: Seeks at Least $10K in Emergency Cash -------------------------------------------------------------- Wall Street Productions, Ltd., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize access to cash collateral of up to $10,254.25 on an interim emergency basis through the date of the final hearing on the motion. Debtor proposes to pay PNC Bank, N.A., $250 monthly as adequate protection. A copy of the Motion can be accessed at no charge at: http://bankrupt.com/misc/Wall_Street_5_Cash_MO.pdf About Wall Street Productions Wall Street Productions, LTD, d/b/a Wall Street Music; d/b/a Wall Street Productions; d/b/a Museum Magic, is a promotional video production specialist in Southfield, Michigan. Wall Street Productions sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-53212) on Sept. 16, 2019, in Detroit, Michigan. In the petition signed by Timothy Rochon, president, the Debtor disclosed $64,442 in total assets and $1,015,719 in total liabilities as of the Petition Date. The petition was signed by Timothy Rochon, president. The case is assigned to Judge Phillip J Shefferly. GUDEMAN & ASSOCIATES, P.C., is the Debtor's counsel. X-TREME BULLETS: Oct. 16 Auction of All Assets Set -------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized the bidding procedures of X-Treme Bullets, Inc., Ammo Loan Worldwide, Inc., Clearwater Bullets, Inc., Freedom Munitions, LLC, Howell Machine, Inc., Howell Munitions & Technology, Inc. ("HMT"), Lewis-Clark Ammunition and Components, LLC and Components Exchange, LLC, in connection with the sale of substantially all their assets to Kash CA, Inc., subject to overbid. Pursuant to the Kash Asset Purchase Agreement, the Purchase Price to be paid by Kash CA will be as follows: a. A credit bid by Kash CA in an amount not less than $8.8 million on account of the Zions Secured Claim that Kash CA will acquire from Zions pursuant to the Kash Loan Purchase Agreement, or such greater amount of the Zions Secured Claim at the Auction to be determined by Kash CA in the exercise of its sole and absolute discretion, in accordance with Section 363(k) of the Bankruptcy Code, and with Kash CA's subordinating any balance of the Zions Secured Claim as of the Closing Date in accordance with the terms and conditions of the Kash Asset Purchase Agreement; b. A $3 million payment for the benefit of creditors of the Debtors, payable $125,000 in cash and $2,875,000 by a promissory note; c. A release of the liens that Kash CA will acquire from Zions pursuant to the Kash Loan Purchase Agreement with respect to the Excluded Assets, including the Debtor's cash as of the Closing and the TTB Levied Funds ($832,000); and d. Kash CA's assumption of the Assumed Liabilities. Kash CA will be entitled to a Break-Up Fee in the amount of $150,000 if the Kash Asset Purchase Agreement is terminated because the Debtors have entered into an Alternative Transaction with another bidder and such Alternative Transaction closes. The deadline for all Qualified Bidders to submit to the Debtors a bid for assets of the Debtors is 5:00 p.m. (PT) on Oct. 9, 2019, subject to the Debtors' ability to extend the Bid Deadline as they deem appropriate after consultation with the Committee. The initial overbidding increment with respect to the Transaction is $250,000. Kash CA's bid has a value of almost $12 million (the initial overbid, then, is only about 2.1% of Kash CA's bid). The proposed initial bidding increment should not impair materially any competitive bidding. Any Auction of the Debtors' assets and properties will be held on Oct. 16, 2019, at 10:30 a.m., in the Court immediately prior to the hearing on the Debtors' Sale Motion. At the Auction, after any initial overbid is made, subsequent overbids must be in minimum $50,000 increments on terms the same for all Qualified Bidders. The hearing on the Sale Motion will take place on Oct. 16, 2019, at 10:30 a.m. The $150,000 Break-Up Fee that may become payable to Kash CA, as the "stalking horse bidder," as set forth in the Kash Asset Purchase Agreement, is approved. The marketing of the Debtors' assets, as set forth in the Sale Procedures Motion, is deemed adequate under the circumstances of these cases. The manner of giving notice to creditors and parties-in-interest of the Sale Motion Hearing, as set forth in the Sale Procedures Motion, is approved. No further notice or hearing will be necessary to effectuate the foregoing. A copy of the Bidding Procedures and the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/X-TREME_BULLETS_617_Sales.pdf About X-Treme Bullets X-Treme Bullets, Inc., and its subsidiaries are in the business of manufacturing and selling small arms ammunition components, assembling ammunition, custom building ammunition manufacturing equipment, and repairing and refurbishing existing ammunition manufacturing equipment. They sell ammunition from company-owned brands, which they manufacture in-house, as well as ammunition from third-party brands, which they source as finished goods. They operate a pro duction facility in Carson City, Nevada and operate four facilities in Idaho, including three production facilities and one distribution center. X-Treme Bullets and certain affiliates filed sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50609) on June 8, 2018. In the petition signed by David Howell, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Harris Law Practice LLC as counsel, and Winthrop Couchot Golubow Hollander, LLP, as co-counsel. J. Michael Issa of GlassRatner Advisory & Capital Group, LLC, serves as chief restructuring officer. On July 23, 2018, the U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the case. The Committee retained Goldstein & McClintock LLLP as its counsel. YIANNIS MEDITERRANEAN: Court Grants Interim Cash Use Thru Sept. 25 ------------------------------------------------------------------ The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut authorizes Yiannis Mediterranean Cuisine LLC to use cash collateral through and including Sept. 25, 2019. The Court rules that Sachem Capital Corp., and the Internal Revenue Service be granted replacement liens in all post-petition assets and proceeds therefrom, and to the extent that the replacement liens may prove inadequate, a super priority administrative claim be granted. The Court will continue to consider the Debtor's use of cash collateral on Sept. 25, 2019 at 9:30 a.m. About Yiannis Mediterranean Yiannis Mediterranean Cuisine LLC is a limited liability company that operates a restaurant serving fine mediterannean cuisine. It filed its voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 19-31516) on Sept. 11, 2019, in New Haven, Connecticut. William E. Carter, Esq., is the Debtor's counsel. [*] Burr & Forman Adds Heller to Delaware Bankruptcy Practice ------------------------------------------------------------- Burr & Forman said Sept. 24, 2019, Russell Heller has joined the firm's Wilmington, Delaware office as an associate. He joins the Creditors' Rights & Bankruptcy Practice Group, where he will work on bankruptcy and restructuring engagements. "We are very pleased to welcome Russell to our Delaware office," said Rick Robinson, managing partner of the firm's Wilmington office. "Adding Russell to our team is a key step in the continuing growth of our bankruptcy and restructuring practice in Delaware, which further strengthens our capability to service clients in Delaware, the Southeast and the rest of the country." Heller has expertise representing creditors and corporate debtors in out-of-court restructuring and bankruptcy matters, including representing corporate debtors, unsecured creditors' committees, and secured and unsecured lender groups in complex Chapter 11 cases. Before starting his career in private practice, he clerked for, consecutively, the Hon. Kevin J. Carey and the Hon. Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware. Heller is admitted to practice in Pennsylvania and New York, received his undergraduate degree from Northwestern University and his law degree from Cornell Law School. Heller can be reached at: Russell Heller Associate BURR FORMAN 201 N. Market Street, Suite 1407 Wilmington, DE 19801 Tel: (302) 830-2314 E-mail: rheller@burr.com For more than a century, Burr & Forman LLP's -- http://www.burr.com/-- experienced legal team has served clients with local, national, and international interests in numerous industry and practice areas, ranging from commercial litigation and class actions to corporate transactions, including bankruptcy and restructurings. A Southeast regional firm with 300 attorneys and 11 offices in Alabama, Delaware, Florida, Georgia, Mississippi, and Tennessee, Burr & Forman attorneys draw from a diverse range of resources to help clients achieve their goals and address their complex legal needs. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. 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. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***