/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191029.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 29, 2019, Vol. 23, No. 301 Headlines 160 ROYAL PALM: Seeks to Extend Solicitation Period to Dec. 19 1800 16TH STREET: Court Prohibits Further Cash Collateral Use 27 PUTNAM AVE LP: Case Summary & 20 Largest Unsecured Creditors 360 MORTGAGE: Proceeds from Liquidation to Fund Plan AB KITCHEN CABINETS: Wants to Use Cash Collateral Until Dec. 31 AMERICAN BUILDERS: S&P Rates $700MM Senior Secured Notes 'BB+' AMERICAN ENERGY: Fitch Assigns 'CCC+' IDR, Outlook Stable AMWINS GROUP: Moody's Raises CFR to B1 & Alters Outlook to Stable BARROS COMPANIES: FM Generator Acquires Business BCP RAPTOR: Fitch Puts B+ LT IDR on Rating Watch Negative BLUE PRAIRIE: Case Summary & 20 Largest Unsecured Creditors BW HOMECARE: S&P Lowers ICR to 'CCC'; Outlook Negative CARPENTER'S ROOFING: Exclusivity Period Extended to Jan. 16 CATHERINE COURTS: Seeks Interim Approval to Use Cash Collateral CLASSIC VENTURES: Gets Short Extension of Plan Deadline CLOUD PEAK: Dec. 5 Hearing on Plan & Disclosures Set CLOUD PEAK: NTEC Acquisition Deal Obtains Final Court Approval CORPORATE RESOURCE: SMS Bid to Enforce Settlement Agreement Junked CTE 1 LLC: Case Summary & 20 Largest Unsecured Creditors DEL EQUIPMENT: Wins Initial CCAA Order; MNP Named Monitor DELUXE ENTERTAINMENT: Obtains Court Approval of Chapter 11 Plan DIAMOND PERFECTION: Wants Until Dec. 16 to File Plan & Disclosures DURO DYNE: Appointment of Lawrence Fitzpatrick as FCR Upheld EL CASTILLO RETIREMENT: S&P Withdraws BB+ Rating on Rev. Bonds FAVALORA PROPERTIES: Creditors to Get Payment from Sale Proceeds FOUR THE BOYS: Dec.17 Plan Confirmation Hearing Set FOX PROPERTY: Allowed to Use Cash Collateral Until Feb. 28 FRONTERA RESOURCES: Chapter 15 Case Summary FUSION CONNECT: TSL & MSD Offer Exit Financing GENESEE & WYOMING: S&P Revises CreditWatch Implications to Positive GFL ENVIRONMENT: Moody's Reviews B3 CFR for Upgrade HIGH RIDGE: Moody's Raises CFR to C & Alters Outlook to Stable HUDSON'S BAY: S&P Puts 'B' ICR on CreditWatch Negative IFRESH INC: Lender Extends Loan Forbearance Until Nov. 29 INNOPHOS INC: S&P Puts 'BB' ICR on Watch Neg. on One Rock Deal INSYS THERAPEUTICS: Chubb Companies Say Policies Need Consent IRB HOLDING: S&P Raises ICR to 'B+' on Jimmy John's Acquisition LA VINAS MD: Exclusive Period to File Plan Extended to Nov. 25 LBI MEDIA: Reorganization Plan Declared Effective Oct. 15 LIBERTYVILLE IMAGING: May Continue Cash Collateral Use Thru Dec. 11 M3LIVE BAR: Disclosure Statement Hearing on Dec. 11 MAMA'S HAWAIIAN: Beltway Wants Details of Sale in Plan MERIDIAN MARINA: Exclusive Period to File Plan Extended to Dec. 20 MSI DELIVERY: Heritage Global Ok'd to Conduct Auction of IP Assets NAUTILUSTHINK INC: NY State Ordered to Show Cause vs. Sale NEONODE INC: Appoints Urban Forssell as New CEO NONINVASIVE MEDICAL: Seeks to Hire Larson Zirzow as Legal Counsel NULIFE MULHOLLAND: Seeks Access to Cash Collateral Through April 1 ORCHIDS PAPER: Files First Amended Liquidating Plan PG&E CORPORATION: Schulte Roth, Bienert Update Utility Bondholders PINE CREEK MEDICAL: Allowed to Use Cash Collateral on Final Basis PITBULL REALTY: Exclusivity Period Extended to Dec. 28 PRO SOUTH: May Use Regions Bank Cash Collateral Until Jan. 31 PROMISE HEALTHCARE: Exclusivity Period Extended to Nov. 15 PTC INC: Moody's Affirms Ba2 CFR & Alters Outlook to Negative RANCHER'S LEGACY: Has Final Nod to Use Cash Collateral Thru Jan. 24 REVOLAR TECHNOLOGY: Non-Insiders to Get 100% With Interest RIOT BLOCKCHAIN: All Five Proposals Approved at Annual Meeting SAGE PARK: Seeks to Hire James Morton as New Legal Counsel SMGR LLC: Plan Payments to be Funded by Continued Operations SPORTCO HOLDINGS: Says Wellspring Vote Won't Impact Class STEARNS HOLDINGS: Court Confirms Reorganization Plan STONEMOR PARTNERS: Will Hold a Special Meeting on Dec. 20 SWELL CHICAGO: Unsecureds to Recover 20% in 5 Years US FARATHANE: Moody's Lowers CFR to B3, Outlook Stable WALKER & DUNLOP: Moody's Raises CFR to Ba1, Outlook Stable WILLIAMSTON COMMUNITY: Moody's Affirms Ba1 Tax Rating, Outlook Pos. ZION TABERNACLE: Seeks to Hire Selwyn D. Whitehead as Legal Counsel [*] ABI Names Brandy Rapp an Insolvency Practice Emerging Leader [^] Large Companies with Insolvent Balance Sheet ********* 160 ROYAL PALM: Seeks to Extend Solicitation Period to Dec. 19 -------------------------------------------------------------- 160 Royal Palm, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend to Dec. 19 the exclusive period during which the company can solicit acceptances for its Chapter 11 plan of liquidation. The bankruptcy court did not confirm the liquidating plan at the Sept. 24 hearing after determining that 160 Royal Palm did not have sufficient funds to distribute to creditors due to a buyer's refusal to release to the company the cash consideration stemming from the sale of its property. The bankruptcy court scheduled a status conference on plan confirmation for Dec. 5. About 160 Royal Palm 160 Royal Palm, LLC is a Florida limited liability company, which owns prime real property consisting of a partially constructed hotel/condominium located at 160 Royal Palm Way, Palm Beach, Florida. The property is under state court receivership. 160 Royal Palm filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19441) on Aug. 2, 2018. In the petition signed by Cary Glickstein, sole and exclusive manager, the Debtor disclosed $16,447,759 in total assets and $114,926,976 in total liabilities. The case has been assigned to Judge Erik P. Kimball. The Debtor tapped Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., as its counsel; and Greenberg Traurig, P.A. as its special counsel and title agent. No official committee of unsecured creditors has been appointed in the Debtor's case. 1800 16TH STREET: Court Prohibits Further Cash Collateral Use ------------------------------------------------------------- Judge Jean K. Fitzsimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania issued an order granting the emergency motion filed by Wilmington Trust, National Association, as Trustee, and prohibited 1800 16th Street, LLC from using cash collateral. The Debtor, however, is allowed to pay the insurance premium in the amount of approximately $32,500 on or before Oct. 31, 2019 and provide proof of such payment to Wilmington Trust and the Office of the U.S. Trustee on before Oct. 31. The Debtor is also prohibited from allowing tenants at the Property to pay rent or make other payments to any bank account (including, without limitation, the Maze Bank Account) other than the debtor-in-possession bank account owned by the Debtor. The Debtor is not allowed to deposit any cash collateral or other property of the estate in any bank account (including, without limitation, the Maze Bank Account) other than its debtor-in-possession bank account. All cash collateral must be deposited into its debtor-in-possession and the Debtor must immediately direct tenants to make all payments of rent to the debtor-in-possession account. The Debtor will segregate all cash collateral and provide a detailed accounting to Wilmington Trust and the Court for all use, disposition, or misappropriation of cash collateral from the Petition Date to the date within 10 days of from Oct. 23. About 1800 16th Street 1800 16th Street, LLC, based in Philadelphia, PA, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 19-15229) on Aug. 21, 2019. In the petition signed by Herbert F. Reid, Jr., managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Jean K. FitzSimon oversees the case. Thomas Bielli, Esq., at Bielli & Klauder, LLC, serves as bankruptcy counsel to the Debtor. 27 PUTNAM AVE LP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- 27 Putnam Ave LP 19-13412 114 East 13th Street New York, NY 10003 90 Downing St LP 19-13413 114 East 13th Street New York, NY 10003 423 Grand Ave LP 19-13414 114 East 13th Street New York, NY 10003 429 Grand Ave LP 19-13415 114 East 13th Street New York, NY 10003 Business Description: The Debtors are engaged in activities related to real estate. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Mary Kay Vyskocil Debtors' Counsel: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue, 11th Floor New York, NY 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 E-mail: mfrankel@bfklaw.com 27 Putnam Ave LP's Estimated Assets: $10 million to $50 million 27 Putnam Ave LP's Estimated Liabilities: $10 million to $50 million 90 Downing St LP's Estimated Assets: $10 million to $50 million 90 Downing St LP's Estimated Liabilities: $10 million to $50 million 423 Grand Ave LP's Estimated Assets: $10 million to $50 million 423 Grand Ave LP's Estimated Liabilities: $10 million to $50 million 429 Grand Ave LP's Estimated Assets: $10 million to $50 million 429 Grand Ave LP's Estimated Liabilities: $10 million to $50 million The petitions were signed by David Schieble, Clinton Hill GP LLC, authorized signatory. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/nysb19-13412.pdf http://bankrupt.com/misc/nysb19-13413.pdf http://bankrupt.com/misc/nysb19-13414.pdf http://bankrupt.com/misc/nysb19-13415.pdf A. List of 27 Putnam Ave LP's 18 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Atlantic Intercom Services Vendor $631 652 Central Park Ave Yonkers, NY 10704 2. Audrey Signs Vendor $483 600 W 57 St. Fl 3 New York, NY 10019 3. Berline Lucien Unknown $0 1564 Union St. Apt 3C Brooklyn, NY 11213 4. Best Housekeeping Ind. Inc. Vendor $653 17 Avenue A New York, NY 10009 5. City of New York - ECB Possible $0 Environmental Violations Control Board, 66 John St New York, NY 10038 6. City of New York HPD Violations $4,250 Dept. of Housing Preservation & Dev. 100 Gold Street, 6th Fl New York, NY 10038 7. Con Edison Utilities $585 4 Irving Pl New York, NY 10003 8. Jack Jaffa Vendor $550 147 Prince Street Brooklyn, NY 11201 9. Kossoff, PLLC Attorney $1,187 271 Broadway Suite 401 New York, NY 10007 10. Miguels Locksmith Vendor $294 672 4th Ave Ste 2 Brooklyn, NY 11232 11. NYC Corporate Tax Possible Tax $0 66 John Street, Rm 104 New York, NY 10038 12. NYC Dept of Finance Tax $125 Attn: Legal Affairs 345 Adams St, 3rd Floor Brooklyn, NY 11201-3719 13. NYC Water Board Utility $15,977 PO Box 11863 Newark, NJ 07101-8163 14. NYS Dept of Tax & Finance Possible Tax $0 Bankruptcy Unit PO Box 5300 Albany, NY 12205 15. Statewide Oil & Heating Vendor $1,579 611 Court St Brooklyn, NY 11231 16. Time Warner Cable Utility $524 41-61 Kissena Blvd. Flushing, NY 11355 17. Tuttle Yick LLP Attorney $701 220 E 42 St Fl 29 New York, NY 10017 18. Webster Lock & Hardware Vendor $2,041 2471 Webster Ave Bronx, NY 10458 B. List of 90 Downing St LP's 15 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Atlantic Intercom Services Vendor $278 652 Central Park Ave Yonkers, NY 10704 2. Berline Lucien Unknown $0 1564 Union St. Apt 3C Brooklyn, NY 11213 3. Big Mike's A/C Vendor $537 269 Links Dr. W Oceanside, NY 11572 4. Jack Jaffa Vendor $1,050 147 Prince Street Brooklyn, NY 11201 5. Miguels Locksmith Vendor $230 672 4th Ave Ste 2 Brooklyn, NY 11232 6. National Grid Accounts Utilities $927 Processing One MetroTech Center Brooklyn, NY 11201 7. New York City ECB Possible $0 99 John St Violations New York, NY 10038 8. New York City HPD Possible $0 100 Gold St Violations New York, NY 10038 9. NYC Department of Finance Possible Tax $0 66 John Street New York, NY 10038 10. NYC Water Board Utility $35,290 PO Box 11863 Newark, NJ 07101-8163 11. NYS Dept of Tax & Finance Possible Tax $0 Bankruptcy Unit PO Box 5300 Albany, NY 12205 12. Rosenblum & Bianco LLP Legal $1,461 100 Merrick Road, Suite 306E Rockville Centre, NY 11570 13. Time Warner Cable Utility $491 41-61 Kissena Blvd. Flushing, NY 11355 14. Tuttle Yick LLP Legal $171 220 E 42 St Fl 29 New York, NY 10017 15. Webster Lock & Hardware Vendor $1,513 2471 Webster Ave Bronx, NY 10458 C. List of 423 Grand Ave LP's 19 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Berline Lucien Unknown $0 1564 Union St. Apt 3C Brooklyn, NY 11213 2. Big Mike's A/C Vendor $131 269 Links Dr. W Oceanside, NY 11572 3. BM Electrical Maintenance Vendor $0 900 Alpine Dr. Teaneck, NJ 07666 4. City of New York - ECB Possible $0 Environmental Violations Control Board 66 John St New York, NY 10038 5. City of New York HPD Possible $0 Dept. of Housing Violations Preservation & Dev. 100 Gold Street, 6th Fl New York, NY 10038 6. Con Edison Utilities $419 4 Irving Pl New York, NY 10003 7. Entech Boiler Controls Vendor $275 POB 339 Lakewood, NJ 08701 8. HTI Visions Vendor $1,370 345 Kear St, Suite 200 Yorktown Heights, NY 10598 9. Jack Jaffa & Associates Vendor $1,750 147 Prince St Brooklyn, NY 11201 10. Lead Investigation Vendor $600 Services LLC 147 Prince St Brooklyn, NY 11201 11. Marion Glass Company Vendor $231 2990 Jerome Ave Bronx, NY 10468 12. NYC Corporate Tax Possible Tax $0 66 John Street, Rm 104 New York, NY 10038 13. NYC Dept of Building Violations $1,500 120-55 Queens Blvd Jamaica, NY 11424 14. NYC Dept of Finance Tax $0 Attn: Legal Affairs 345 Adams St, 3rd Floor Brooklyn, NY 11201-3719 15. NYC Water Board Utility $31,986 PO Box 11863 Newark, NJ 07101-8163 16. NYS Dept of Tax & Finance Possible Tax $0 Bankruptcy Unit PO Box 5300 Albany, NY 12205 17. Pro Max Vendor $209 Maintenance Supply Inc. 543 Bedford Ave #254 Brooklyn, NY 11211 18. Webster Lock & Hardware Vendor $2,981 2471 Webster Ave Bronx, NY 10458 19. Zebra Lock & Hardware Vendor $327 176-25 Union Turnpike #235 Fresh Meadows, NY 11366 D. List of 429 Grand Ave LP's 17 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Berline Lucien Unknown $0 1564 Union St. Apt 3C Brooklyn, NY 11213 2. Best Housekeeping Ind. Inc. Vendor $611 17 Avenue A New York, NY 10009 3. Big Mike's A/C Vendor $522 269 Links Dr. W Oceanside, NY 11572 4. City of New York - ECB Possible $0 Environmental Control Board Violations 66 John St New York, NY 10038 5. City of New York HPD Possible $0 Dept. of Housing Violations Preservation & Dev. 100 Gold Street, 6th Fl New York, NY 10038 6. Con Edison Utilities $1,181 4 Irving Pl New York, NY 10003 7. DS-CREF3 Clinton 429-435 Grand Ave. $29,312,995 Senior Notebuyer LLC Brooklyn, New York 114 East 13th Street New York, NY 10003 8. Jack Jaffa Vendor $2,350 147 Prince Street Brooklyn, NY 11201 9. Kossoff, PLLC Attorney $1,187 271 Broadway Suite 401 New York, NY 10007 10. Miguels Locksmith Vendor $294 672 4th Ave Ste 2 Brooklyn, NY 11232 11. National Grid Accounts Utility $1,625 Processing KEDLI One MetroTech Center Brooklyn, NY 11201 12. NYC Corporate Tax Possible Tax $0 66 John Street, Rm 104 New York, NY 10038 13. NYC Dept of Finance Tax $125 Attn: Legal Affairs 345 Adams St, 3rd Floor Brooklyn, NY 11201-3719 14. NYC Water Board Utility $24,488 PO Box 11863 Newark, NJ 07101-8163 15. NYS Dept of Tax & Finance Possible Tax $0 Bankruptcy Unit PO Box 5300 Albany, NY 12205 16. Time Warner Cable Utility $372 41-61 Kissena Blvd. Flushing, NY 11355 17. Webster Lock & Hardware Vendor $1,943 2471 Webster Ave Bronx, NY 10458 360 MORTGAGE: Proceeds from Liquidation to Fund Plan ---------------------------------------------------- 360 Mortgage Group, LLC filed with the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, a Chapter 11 plan of liquidation and a disclosure statement. General Unsecured Creditors will be paid on a pro-rata basis from the funds generated from the proceeds from the liquidation and sale of the Debtor's assets, after payment of allowed secured claims. General Unsecured Creditors will also receive the proceeds of any litigation or asset administered by the Trust until paid in full. The equity interests of the Debtor will be transferred by the equity holders to the Plan Trust on the Effective Date of the Plan. Upon such payment in full to all allowed claims, the Plan Trustee will distribute the equity interests to the equity holders of the Debtor in the same ownership percentages that existed on the Effective Date. Upon payment in full of all claims, with interest from the Effective Date, the Plan Trustee will make a final distribution to Classes 1 through 6 of interest calculated from the Petition Date through the Effective Date at the annual rate of 6%. A full-text copy of the Disclosure Statement dated October 15, 2019, is available at https://tinyurl.com/y5w4j2qd from PacerMonitor.com at no charge. 360 Mortgage Group, LLC, a provider of mortgage services, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11375) on Oct. 7, 2019. The Hon. Tony M. Davis is the case judge. The Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range as of the bankruptcy filing. HUSCH BLACKWELL LLP, led by Lynn H. Butler, Esq., is the Debtor's counsel. AB KITCHEN CABINETS: Wants to Use Cash Collateral Until Dec. 31 --------------------------------------------------------------- AB Kitchen Cabinets, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Mexico to continue to use cash collateral. The Debtor proposes to use cash collateral to pay expenses which occur in the ordinary and usual course of business, including employee wages, rent, utilities, purchase of supplies, purchase of inventory, and any other expenses which occur in the ordinary and usual course of business. The Debtor's cash collateral creditors are: First U.S. Funding, Forward Financing, and Bluevine Capital who each allege to have a security interest in the future receipts of the Debtor. First U.S. Funding is owed approximately $132,000, Forward Financing is owed approximately $79,000, and Bluevine Capital is owed an unknown amount. The Debtor proposes use of cash collateral with the following adequate protection provisions: (A) The Debtors are authorized to use cash collateral to pay their normal monthly operating expenses for the period of Oct. 24 through Dec. 31, 2019 as long as the Debtors comply with the provisions of the Order. If the actual amount owed for any expenditure is less than the budgeted amount, then Debtors may only pay the actual amount; (B) The Debtors will file timely operating reports showing monthly income and expenditures, including legible copies of all DIP account statements, checks and items. The Debtor believes that the interests of the Creditors can be protected in that: (a) the Debtor will open a segregated debtor-in-possession account to facilitate the ability of creditors to monitor cash collateral during this proceeding; (b) the Debtor's chapter 11 plan will incorporate all the aforementioned provisions for adequate protection; and (c) the Debtor's use of cash collateral will not diminish the value of the assets securing any liens held by creditors. A copy of the Motion is available at PacerMonitor.com at https://tinyurl.com/yydqzwwr at no charge. About AB Kitchen Cabinets AB Kitchen Cabinets operates a home furniture business in Hobbs, New Mexico, with a single location and three employees, including the principals of the company, Javier Bustillos and Maeda Bustillos. The Debtor sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-11890) on Aug. 16, 2019. At the time of filing, the Debtor was estimated to have assets and liabilities of less than $500,000. The petition was signed by Maeda Bustillos, co-owner. The Debtor retained NM Financial Law, P.C., as counsel; and Jay Collins and The Financial Firm LLC, as financial advisor and accountant. AMERICAN BUILDERS: S&P Rates $700MM Senior Secured Notes 'BB+' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to Beloit, Wisc.-based building materials supplier American Builders & Contractors Supply Co. Inc.'s proposed $700 million senior secured notes due 2028. ABC Supply intends to use the proceeds of the new notes to repay its $350 million senior unsecured notes due 2023 and repay $350 million on the company's term loan B. S&P's 'BB+' rating on the company's $1,483 million senior secured term loan and its 'B+' rating on the company's $600 million senior unsecured notes remain unchanged. Debt maturities -- $1.0 billion ABL facility matures on Sept. 28, 2023; -- $1.48 billion senior secured term loan matures Jan. 15, 2027; -- $600 million senior unsecured notes mature on May 15, 2026; and -- $700 million new senior secured notes mature on Jan. 15, 2028. ISSUE RATINGS—RECOVERY ANALYSIS Key Analytical Factors -- ABC Supply's $1,483 million secured term loan has a recovery rating of '2', indicating S&P's expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of payment default. The issue-level rating is 'BB+', in line with S&P's notching guidelines for a '2' recovery rating." -- The company's new $700 million senior secured notes have a recovery rating of '2', indicating S&P's expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of payment default. The issue-level rating is 'BB+', in line with S&P's notching guidelines for a '2' recovery rating. -- The company's existing $600 million senior unsecured notes due 2026 have a recovery rating of '6', indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) for lenders in the event of payment default. The issue-level rating is 'B+', in line with S&P's notching guidelines for a '6' recovery rating. -- S&P's assessment of recovery prospects contemplates a reorganization value for the company of about $2,480 million, reflecting emergence EBITDA of about $410 million and a 6x multiple. The rating agency's emergence EBITDA assumption contemplates a rebound in profitability following the sharp cyclical downturn that the rating agency believes is required for the company to default. As a result, S&P's EBITDA assumption does not purport to represent a default-level EBITDA, which it thinks could be substantially lower. The 6x multiple is within the 5x-6x range that S&P generally uses for building products companies. -- S&P's simulated default scenario contemplates a default in 2024, stemming from a downturn in the company's end markets (namely U.S. residential and nonresidential roofing and reroofing), with a combination of significant decreases in sales volumes and price, as well as higher operating costs, heightened competition, and significant price increases imposed by suppliers that cannot be passed on to customers. Under its default scenario, S&P also envisions the closing of significant number of branches, leading to a loss of market share to other competitors. Simulated Default and Valuation Assumptions -- Year of default: 2024 -- EBITDA at emergence: about $410 million -- Implied enterprise valuation (EV) multiple: 6x (in line with building materials companies) -- Gross EV: about $2,480 million Simplified Waterfall -- Net EV (after 5% administrative costs): about $ 2,360 million -- Priority claims and adjustments: $800 million -- Total collateral value for secured claims (U.S. value remaining after coverage of ABL facility plus 65% of foreign value): about $1,550 million -- Total term loan claim: about $ 2,200 million -- Recovery expectation for term loan: 70%-90% (rounded estimate: 70%) -- Remaining enterprise value for senior unsecured claims (excess collateral plus unencumbered value): about $620 million -- Estimated unsecured claims: about $640 million -- Recovery expectation for senior notes: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest accrued. AMERICAN ENERGY: Fitch Assigns 'CCC+' IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings assigned Long-Term Issuer Default Ratings of 'CCC+' to American Energy - Permian Basin, LLC and 'B-' to AEPB Acquisition Company, LLC with a Stable Outlook. Fitch has also assigned a 'BB-'/'RR1' rating to AcqCo's first lien secured revolver and a 'CCC+'/'RR4' rating to the first lien secured notes issued by AEPB. Fitch had previously assigned expected ratings to AEPB and AcqCo, and the debt of these entities. Now that the transaction has closed and the post-exchange capital structure is in place, the expected ratings are replaced by final ratings. AcqCo's standalone credit profile reflects its limited inventory of high-return drilling locations at current unit economics, as well as management's intention to prioritize FCF in order to make interest payments on the notes issued by AEPB, the parent company of AcqCo, and repay revolver borrowings. Management's capital allocation plan is expected to result in capital spending below maintenance levels, leading to declining production in Fitch's base case. The combination of these factors heightens the company's need to manage D&C activity, subject to the realization of additional efficiencies or M&A. These risks to the credit are partially offset by relatively low leverage for a 'B-'category issuer (on a standalone basis, AcqCo remains below 2.0x through the forecast period) as well as an extended maturity profile post-exchange transaction. The one notch difference in the IDRs of the two entities reflects the structural subordination of AEPB's debt in right of payment and security, as well as the lack of cross-default provisions and upstream guarantees between the entities. The structurally senior AcqCo debt's restricted payment covenants allow payments to AEPB for the purpose of cash interest expense if there is no event of default, revolver availability is at least 15% and the pro forma LTM leverage ratio is below 3.25x (or up to $100 million in aggregate if leverage ratio is above 3.25x). These restrictions could prevent cash flows to AEPB in a stress scenario, thereby heightening credit risk. KEY RATING DRIVERS Limited Proved, High-Return Inventory: The company's 127,600 net acres are located on the periphery of the Southern Midland basin, in Reagan, Irion and Crockett counties in West Texas. Management's medium-term drilling plans are focused on the Reagan and Irion positions, particularly since beyond the southern border of Reagan in Crockett county, the oil cut is far lower. The core Reagan acreage is situated in the southern half of the county, which is lower pressure compared with the northern half of the county, where several public peers have larger, more contiguous positions. The company's new Gen III well design, which features more proppant and fluid per foot, as well as wider spacing, has exhibited favorable well productivity results and solid returns across its 42 Gen III wells. However, Fitch views AEPB's high-return inventory as limited with around 4-5 years of Gen III Tier 1 inventory. Therefore, Fitch believes the company could engage in M&A, which could heighten execution risk, in order to acquire additional higher return drilling locations. The secured notes indenture allows the company to incur unsecured or junior lien debt to finance an acquisition, subject to a number of restrictions, including that total net leverage is no higher than before the transaction and that acquired assets are within the Permian basin. Mid-Sized, Declining Production Profile: The company's $850 million capital program is expected to achieve average production of 53.5 mboe/d for FY19, which is comparable with 'B'-category E&P peers. Beyond 2019, AEPB management plans to run a two rig program, with capital spending at or below maintenance levels, which is anticipated to lead to moderate production declines after 2020. Fitch recognizes the company's liquidity-linked reduction to D&C activity will manage its leverage profile but believes it could introduce borrowing base and operational momentum risks that may lead to AcqCo restricting AEPB payments. Neutral Consolidated FCF Forecast: Fitch's base case forecasts the consolidated company will be FCF neutral. The AcqCo standalone base case FCF profile, however, is forecast to be sufficient to meet AEPB interest. The combination of AcqCo's positive FCF profile, structural seniority and covenants support Fitch's one-notch difference between the IDRs. AcqCo could stop making payments to AEPB when there has been an event of default, revolver availability is less than 15%, or leverage is above 3.25x (in which case, up to $100 million in aggregate). Solid Credit Metrics: Following the transaction, the company will have a relatively simple capital structure, with debt consisting only of AcqCo RBL borrowings and around $700 million of AEPB first lien notes. For AcqCo on a standalone basis, leverage remains below 2.0x through Fitch's base case forecast. On a consolidated basis, leverage averages 3.3x through the forecast, which compares favorably with peers in the rating category. DERIVATION SUMMARY With pro forma production of 35.7 mboe/d at YE 2018, AEPB is smaller than SM Energy (SM, B+/Stable, Permian/Eagle Ford) and Laredo Petroleum (not rated, Permian) and similar in size to basin peers Jagged Peak Energy (JAG, not rated, Permian) and Callon Petroleum (not rated, Permian), but larger than Lonestar Resources US Inc. (B-/Stable, Eagle Ford). However, AEPB's growth plans call for 2019 exit production of 65 mboe/d, which will be larger than JAG and CPE but still smaller than SM and LPI. Unlike these peers, AEPB's production profile is forecast to decline after 2020. At March 31, 2019, AEPB's operating cost structure of $18.3/boe is significantly higher than the overall Permian peer average (SM, LPI, JAG, CPE) of $10.7. Fitch forecasts improvements to both G&A and LOE that will help reduce operating costs to around $13-$14/boe. Forecast AEPB leverage averages 3.3x (consolidated) in Fitch's base case, which is lower than LONE at 4.3x or Ultra Petroleum Corp. (CCC) at 4.1x at Dec. 31, 2018. AEPB's leverage is slightly higher than but similar to CPE's 3.0x and SM's 2.9x at year-end. However, AEPB is more highly leveraged than LPI, which is below 2.0x. KEY ASSUMPTIONS KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that the company would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch assumed a 10% administrative claim. Going-Concern (GC) Approach The GC EBITDA assumption of $227 million takes into account a prolonged commodity price downturn ($50/bbl WTI and $2.25/mcf gas in 2019 moving toward $42.5/bbl WTI and $2.0/mcf gas in 2020 and $45.0/WTI and $2.25/mcf gas in 2021) causing lower than expected production and cash flow. An EV multiple of 4x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: The historical bankruptcy case study median exit EV multiple was 6.1x, with a wide range. Fitch uses a multiple of 4x compared with the historical bankruptcy case study exit multiple because of the company's small size and cash flow uncertainty at Fitch's stress case price deck relative to peers. Liquidation Approach The liquidation estimate reflects Fitch's view of transactional and asset-based valuations, such as recent transactions for the Southern Midland basin on a $/acre basis, as well as SEC PV-10 estimates. This data was used to determine a reasonable sales price for the company's assets. The total acreage value is estimated at approximately $860 million, which is below the future net income discounted at 10% from Proved Developed Producing properties of about $1.1 billion, as measured at year-end 2018 using $65/bbl WTI price assumptions. Using SEC pricing at year-end 2018, the pre-tax PV-10 was $940 million. The company's main driver of value is its positions in Southern Reagan county. The acreage in gassier Irion and Crockett counties has been ascribed a lower valuation by Fitch. The revolving credit facility is assumed to be 85% drawn upon default, because, at that utilization level, payments to AEPB for the purpose of cash interest would cease, culminating in an event of AEPB default. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the first lien revolver ($700 million commitment, $595 million drawn) and a recovery corresponding to 'RR4' for the first lien notes. RATING SENSITIVITIES For AcqCo: Developments That May, Individually or Collectively, Lead to Positive Rating Action - Improved liquidity position, including borrowing base expansion or revolver pay down; - Execution of M&A in a credit-conscious manner, resulting in the addition of economic drilling locations without an aggressive increase in leverage; - Consolidated debt/EBITDA sustained below 3.0x and/or FFO Adjusted Leverage sustained below 3.5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Deteriorating liquidity profile that inhibits operational momentum and restricts resource development; - Leveraging transaction that heightens operational execution and financial risks; - Consolidated debt/EBITDA above 4.0x and FFO Adjusted Leverage above 4.5x. For AEPB: Developments That May, Individually or Collectively, Lead to Positive Rating Action - Increased liquidity at AcqCo, reducing the likelihood that borrowing base availability falls below 15%; - Consolidated debt/EBITDA sustained below 3.0x and/or FFO Adjusted Leverage sustained below 3.5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Leverage and/or RBL availability approach levels that would restrict distributions to AEPB; - Consolidated debt/EBITDA above 4.0x and FFO Adjusted Leverage above 4.5x. LIQUIDITY AND DEBT STRUCTURE Limited Consolidated Liquidity: The company's primary source of liquidity will be its $700 million reserve-based revolving credit facility. Considering expected availability under the facility of less than 30% at YE 2019 at Fitch's base case price deck, liquidity is viewed as limited on a consolidated basis. Fitch expects remaining headroom under the revolver will afford some ability to manage production and retain operational momentum in a weak price environment, while other contingent liquidity levers, such as asset sales, are relatively few. However, Fitch recognizes that, in a stress scenario, AcqCo liquidity could benefit from AcqCo RBL restricted payment provisions and lack of AEPB cross-defaults. Improved Maturity Profile: Following the transaction, there are no significant maturities until 2024. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's financial statements. AMWINS GROUP: Moody's Raises CFR to B1 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of AmWINS Group, Inc. to B1 from B2 based on the company's strong credit metrics, including a reduction in financial leverage in recent years. The rating agency also upgraded AmWINS' first-lien credit facility ratings to Ba3 from B1 and its senior unsecured note rating to B3 from Caa1. Moody's has changed AmWINS' rating outlook to stable from positive. RATINGS RATIONALE Moody's said the upgrade of AmWINS' ratings reflects its market position as the largest US property & casualty wholesale broker; its diversification across clients, retail producers, insurance carriers and product lines; and its healthy EBITDA margins. The company has achieved solid organic growth and consistent profitability supported by effective technology investments, high employee retention and an opportunistic acquisition strategy. These strengths are offset by the company's significant debt burden, integration risk associated with acquisitions, and potential liabilities arising from errors and omissions, a risk inherent in professional services. AmWINS has demonstrated its ability to reduce financial leverage through earnings and free cash flow, and is now managing its leverage in a range consistent with a B1 corporate family rating. The rating agency estimates that AmWINS' debt-to-EBITDA ratio is below 5x, while (EBITDA - capex) interest coverage is above 3x, and the free-cash-flow-to-debt ratio is in the mid-to-high-single digits. Moody's expects that AmWINS will generally operate with leverage around 5x, albeit with occasional borrowings that push the metric toward 6x, followed by several quarters of leverage reduction. Factors that could lead to an upgrade of AmWINS' ratings include: (i) continued profitable growth, (ii) debt-to-EBITDA ratio below 4.5x, (iii) (EBITDA - capex) coverage of interest exceeding 3.5x, and (iv) free-cash flow-to-debt ratio above 8%. Factors that could lead to a downgrade of AmWINS' ratings include: (i) debt-to-EBITDA ratio above 6x, (ii) (EBITDA - capex) coverage of interest below 2.5x, or (iii) free-cash-flow-to-debt ratio below 5%. Moody's has upgraded the following ratings (with loss given default (LGD) assessments): Corporate family rating to B1 from B2; Probability of default rating to B1-PD from B2-PD; $125 million senior secured first-lien revolving credit facility maturing in January 2023 to Ba3 (LGD3) from B1 (LGD3); $1.6 billion senior secured first-lien term loan maturing in January 2024 to Ba3 (LGD3) from B1 (LGD3); $300 million senior unsecured notes maturing in July 2026 to B3 (LGD6) from Caa1 (LGD6). The rating outlook for AmWINS was changed to stable from positive. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Headquartered in Charlotte, North Carolina, AmWINS is a leading wholesale distributor of specialty insurance products and services. The company generated revenues of $1.2 billion for the 12 months through June 2019. BARROS COMPANIES: FM Generator Acquires Business ------------------------------------------------ FM Generator of Canton on Oct. 24, 2019, disclosed that it has substantially increased its residential standby generator client base through a bankruptcy court purchase of Foxboro-based Barros Companies, the company announced today. The purchase will add nearly 1,350 former Barros residential customers in Massachusetts, Rhode Island and New Hampshire to FM's existing residential client base. As part of the purchase deal, FM assumed $484,500 in pre-paid Barros service contracts. The one- and two-year service contracts include two inspections a year and basic maintenance of the generators including routine adjustments, changing fluids and cleaning air filters. "These customers would have essentially had no recourse for securing the maintenance services they paid for in advance, which is pretty unsettling with winter around the corner. We're glad to be able to provide the services necessary to keep their equipment functioning properly," said FM Generator owner Michael Molway. The need for the generator maintenance coverage was heightened by the recent "bomb cyclone" storm in New England, which knocked out power to more than 500,000 homes and businesses throughout the region. Barros filed for Chapter 7 of the U.S. Bankruptcy Code on July 10, 2019. The company had installed, repaired and serviced residential and commercial standby power systems since 1982. Through the purchase, FM has also become an authorized residential and commercial dealer for Generac, the nation's largest manufacturer of home backup generators. FM is also an authorized dealer of Briggs & Stratton generators and motors. This allows FM to provide customers with a wider choice of products and to provide warranty services for both major brands. Founded in 1970, FM Generator -- http://www.fmgenerator.com/-- is a premier provider throughout the Northeast of preventive maintenance and repair services on generators and transfer switches. FM's generator experts design, supply, deliver and install all types of power solutions, and can repair, maintain and overhaul existing equipment. BCP RAPTOR: Fitch Puts B+ LT IDR on Rating Watch Negative --------------------------------------------------------- Fitch Ratings placed BCP Raptor, LLC's B+ long-term Issuer Default and Senior Secured Ratings on Rating Watch Negative. The Negative Rating Watch reflects concern that commodity price weakness and slower than expected growth in volumes within BCP Raptor/EagleClaw's dedicated production acreage could result in higher than anticipated leverage, limited financial and operating flexibility, and increased longer-term refinancing risk. Fitch will seek to resolve the Rating Watch following 4Q 2019 results, as 2020 producer budgets are finalized and there is more visibility around 2020 volume growth. KEY RATING DRIVERS Volume Growth: Fitch's ratings are predicated on expected growth in system volumes over the next several years for BCP Raptor/Eagleclaw's operations. This represents, in Fitch's view, the biggest risk to the entity's credit profile. Volume growth on BCP Raptor/EagleClaw's system has been underperforming Fitch's prior expectations, negatively impacted by completion delays, weak commodity prices, and reduced development activities on EagleClaw dedicated acreage. More generally, within the Permian basin field constraints and capacity bottlenecks have led to slower than anticipated growth in volumes. For BCP Raptor/EagleClaw this has been offset somewhat by the addition of new dedications and the lengthening of dedication contract life. Furthermore, volumes continue to show growth, remain relatively healthy and on pace to achieve prior forecasted levels albeit over a longer timeframe. Producers with acreage dedications remain active on EagleClaw acreage, well results have been good and rig activity on EagleClaw acreage remains fairly robust. High Leverage: As a result of volume underperformance and the negative impacts of commodity prices to BCP Raptor/EagleClaw's leverage is expected to remain high through 2019 as volumes continue to ramp. Fitch now expects leverage well above 8.0x through 2019 as volumes continue to ramp across EagleClaw's dedicated acreage. Refinancing risk remains a longer-term concern with maturity of the Raptor term loan still several years out in 2024, though at higher leverage levels refinancing becomes more difficult. Supportive Sponsor: Fitch believes that BCP Raptor benefits from supportive sponsors in Blackstone Capital Partners and I Squared Capital, which own BCP Raptor/Eagleclaw's ultimate parent. The ratings consider that Blackstone and I Squared have provided significant additional equity commitments pledged to the company in support of growth capital and liquidity needs. The equity commitment along with cash from operations is expected to fund 100% of capital investment and debt service through completion of BCP Raptor/EagleClaw's planned expansions, including the Delaware Link project and capital associated with recent acquisitions and new customer additions. Fitch believes this additional equity commitment to be crucial in providing BCP Raptor significant financial flexibility and alleviating concerns around BCP Raptor's ability to meet its near-term financial commitments. Additionally, Blackstone owns exploration and production (E&P) companies operating in the region, Primexx Energy Partners and Jetta Operating Company, both of which have dedicated acreage to BCP Raptor/Eagleclaw. This provides operational support to BCP Raptor's gathering and processing system and good visibility into select producer's development plans and geologic performance. Limited Size & Scale: BCP Raptor/EagleClaw is a small midstream services provider in the Permian region and while it is the largest private natural gas gathering and processing company in the Delaware basin, it is nevertheless small and has limited business line diversity. BCP Raptor/EagleClaw focuses mainly on gas gathering, compression, and processing with roughly 780 MMcf/d of processing capacity at BCP Raptor/EagleClaw and additional 540 MMcf/d of processing capacity at its affiliate BCP Raptor II. Raptor/EagleClaw also has expanded into crude gathering the acquisition of Pinnacle Midstream and holds significant and is expanding its long-haul gas and NGL transportation capacity, further diversifying its midstream service offerings. Given its single basin focus, BCP Raptor would be subject to event risk should there be some disruption in Permian region production. Competitive Risks: BCP Raptor operates in and around a significant amount of existing infrastructure, which could provide a significant amount of competition for new opportunities within BCP Raptor's operating area. Offsetting some of the immediate competitive risks is the roughly 614,000 acres dedicated by its producer counterparties to BCP Raptor's I and II operations. BCP Raptor/EagleClaw is the most southern and western positioned G&P operation in Reeves county. Management believes that new entrants into EagleClaw's region would need to undertake significant capital spending to capture potential volumes and connect to existing takeaway and NGL lines in order to compete. Counterparty Exposures: BCP Raptor/EagleClaw is not reliant on a single counterparty for the majority of its volumes, though it does have concentrated customer exposure to Centennial Resource Development (NR), Concho Resources (BBB/Stable), and PDC Energy (NR). BCP Raptor has volumes and acreage dedications from a diverse set of producer customers operating within the Permian basin. Weighted average contract life is over 12 years and the contracts require any associated gas production from dedicated acreage to be gathered and processed by BCP Raptor/EagleClaw. Additionally, BCP Raptor/EagleClaw recently added a significant acreage dedication from a highly rated super major counterparty, which should provide significant growth in volumes in 2020 and beyond. DERIVATION SUMMARY BCP Raptor's leverage metrics are high but expected to improve, consistent with other similarly located single-basin Permian gathering and processing names rated in the 'B' to 'BB-' IDR range. Relative to affiliate BCP Raptor II (B; RWN), BCP Raptor/EagleClaw's leverage is higher in the in near term, but growth is expected to be higher, size and scale more robust (both in terms of EBITDA and total asset size/processing capacity), and Raptor II has significantly fewer and a slightly more risky counterparty exposure versus BCP Raptor/EagleClaw. BCP Raptor/EagleClaw's improving leverage metrics are similar to its Permian focused gas gathering and processing peers Navitas Midstream (B/Negative), with Fitch expecting high 2019 leverage at Navitas similar to BCP Raptor/EagleClaw though both names are expected to delever rapidly, supported by production growth from the Permian basin. However, Navitas is significantly smaller than BCP Raptor/EagleClaw in terms of processing capacity, acreage dedications and Fitch's EBITDA expectations in 2019 and 2020. Relative to Brazos Delaware II (B-/Stable) leverage metrics at Raptor/EagleClaw are similar for both 2019 and 2020 though Brazos' volumes and processing capacity is significantly lower than Raptor/EagleClaw, Fitch views Brazos as benefiting from the fully fixed nature of its contract profile (removing any direct commodity price sensitivity), while EagleClaw retains some commodity price exposure. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Volume performance consistent with current growth rates, with additional volume growth from new customer not assumed until mid-2020; Existing producer volume growth of between 3% and 8% annually off of 2019 average volumes. -- Capital spending funded by internal cash and continued equity contributions from sponsors. -- Delaware Link online in 4Q 2020. -- In its recovery analysis, Fitch utilized a going-concern analysis, with a 6.0x EBITDA multiple for the recovery analysis. Reorganization multiples can vary widely based upon the commodity price environment upon emergence, as well as company-specific factors that led to restructuring, including full-cycle cost positions, untenable capital structures, or debt-funded M&A activity. There have been a limited number of bankruptcies and reorganizations within the midstream sector. Two recent gathering and processing bankruptcies of companies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. -- For going concern EBITDA, Fitch assumed a going concern EBITDA of $130 million. The EBITDA represents Fitch's expectations for what default emergence EBITDA would assuming production volume levels consistent with Fitch's expectations for 2019/2020 coupled with a decline in commodity prices. -- In its recent Bankruptcy Case Study Report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries" published in April 2019, the median enterprise valuation exit multiplies for 29 energy cases for which this was available was 6.1x, with a wide range of multiples observed. -- Similar public companies trade at EV/EBITDA multiples in the 9x-15x range. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Leverage (total debt/adjusted EBITDA) for 2020 below 6.5x could lead to a Stabilization of the Outlook. A meaningful reduction in leverage to below 6.0x on a sustained basis could lead to an upgrade. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Slowdown in volume growth expected across BCP Raptor/EagleClaw's acreage, as evidenced by a decline in rig count or a moderation in daily volumes through BCP Raptor/EagleClaw's system. -- Fourth-quarter 2019 EBITDA below $35 million; -- Significant cost overruns on expected growth capex; -- Meaningful deterioration in counterparty credit quality or a significant event at a major counterparty that impairs cash flow; -- Change in sponsor support as evidenced by a reluctance towards or reduction in the usage of equity contributions and retained cash flow funding for growth spending with funding instead coming from increased revolver borrowings or new incremental debt. -- FFO Fixed Charge Coverage below 2.0x on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Liquidity Supported by Sponsors: Raptor/EagleClaw's liquidity is supportive of the planned growth of the systems. Raptors owners, Blackstone and I Squared, in May 2019, approved future equity contributions of $378 million to fund the acquisition of Permian Gas from PDC and for estimated growth capital projects in including the Delaware Link project and a new gathering and processing agreement with a large, highly rated counterparty. As of June 30, 2019, $182 million of these contributions have been spent. Maturities are manageable with the term loan having a 2024 maturity date and revolver maturing in 2022. The term loan requires a six-month debt service coverage reserve, which will be funded at close and held until consolidated net leverage falls to or below 4.5x. Covenants are manageable with a debt service coverage ratio maintenance covenant of 1.1x, BCP Raptor is currently in compliance with this covenant. Fitch anticipates BCP Raptor/EagleClaw will remain in compliance with this covenant over the forecast period (2019-2022). BLUE PRAIRIE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Blue Prairie Brands, Inc. f/d/b/a Blue Prairie Brands, LLC d/b/a Blue Prairie 1150 Rundell Road Gering, NE 69341 Business Description: Blue Prairie Brands, Inc. -- https://blueprairiebrands.com -- is a privately-held functional food company dedicated to discovering, developing, and bringing to market novel foods and ingredients that benefit the health of consumers while providing functional benefits to foods themselves. Chapter 11 Petition Date: October 27, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 19-12285 Debtor's Counsel: Jason J. Ben, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W Washington Street Suite 1221 Suite 1221 Chicago, IL 60602 Tel: 312-219-6705 Fax: 312-277-4598 E-mail: jasonb@goldmclaw.com - and - Harley J. Goldstein, Esq. GOLDSTEIN & MCCLINTOCK LLP 111 W Washington Street, Suite 1221 Chicago, IL 60602 E-mail: harleyg@goldmclaw.com - and - Maria Aprile Sawczuk, Esq. GOLDSTEIN & MCCLINTOCK LLLP 501 Silverside Road, Suite 65 Wilmington, DE 19809 Tel: 302-444-6710 Fax: 302-444-6709 E-mail: marias@restructuringshop.com marias@goldmclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas R. Burrows, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/deb19-12285.pdf BW HOMECARE: S&P Lowers ICR to 'CCC'; Outlook Negative ------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating to 'CCC' from 'B-' on BW Homecare Holdings LLC (d/b/a Elara Caring), which is currently facing ongoing integration issues related to its 2018 merger of Jordan Health Services and Great Lakes Caring. S&P also lowered the ratings on the first- and second-lien credit facility to 'CCC' and 'CC', respectively. The recovery ratings are unchanged at '3' and '6', respectively. The downgrade reflects S&P's expectation for Elara Caring to have adjusted leverage above 13x and for cash flow deficits in 2019 caused by significant integration challenges and weak operating performance. S&P sees increased risk of debt restructuring, given tightening liquidity, potential for a covenant violation on its first-lien net leverage covenant, and uncertain ability to improve operating performance to enable it to service its significant debt obligations. The negative outlook reflects S&P's expectation of weaker financial results over the next 12 months and continued tightening of the company's liquidity following the challenging integration. S&P expects free cash flow deficits for the next 12 months and believes the onset of PDGM on Jan. 1, 2020, could pressure liquidity further. The rating agency has less certainty that the company will comply with its first-lien net leverage covenant and sees heightened risk of a debt restructuring in the next 12 months. "We could lower our rating on Elara Caring if we believe the company is at risk of a distressed exchange or a restructuring within the next six months. This could occur if operating performance deteriorates further, reducing our confidence in its ability to comply with its financial covenant and to refinance its debt when it comes due," S&P said. "We could revise our outlook to stable if the company is successful with its integration and cost reductions, and if its operations stabilizes. This would provide us with more confidence that it will meet its covenant requirements, achieve good volume growth at its facilities, and generate sustainable free operating cash flow," the rating agency said. CARPENTER'S ROOFING: Exclusivity Period Extended to Jan. 16 ----------------------------------------------------------- Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern District of Florida extended the period during which only Carpenter's Roofing & Sheet Metal, Inc. can file a Chapter 11 plan to Jan. 16, 2020. The company can solicit acceptances for the plan until March 16, 2020. About Carpenter's Roofing & Sheet Metal Carpenter's Roofing & Sheet Metal, Inc. -- https://carpentersroofing.com/ -- is a roofing contractor headquartered in West Palm Beach, Fla. It was founded in 1931 by Howard Carpenter. Carpenter's Roofing & Sheet Metal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on Nov. 29, 2018. At the time of the filing, the Debtor disclosed $1,040,593 in assets and $1,838,038 in liabilities. The case is assigned to Judge Mindy A. Mora. The Debtor tapped Craig I. Kelley, Esq., at Kelley & Fulton, PL, as its legal counsel. CATHERINE COURTS: Seeks Interim Approval to Use Cash Collateral --------------------------------------------------------------- Catherine Courts Condominium, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois for the interim use of cash collateral pursuant to the Budget. The Debtor does not believe there will be any diminution in the value of its properties during the course of these Chapter 11 Cases. Moreover, as reflected in the Budget, the Debtor will be keeping its properties insured as adequate protection against loss, and will also be making monthly tax escrow payments to Parkway to ensure that taxes on the properties are kept current. The Debtor believes its properties are worth in excess of $17 million in the aggregate (possibly substantially more than that if the Fire Damaged Units are repaired and the properties are properly marketed after some of the issues (such as the lis pendens) are resolved). Parkway Bank is CCC's sole secured creditor. Parkway claims that it was owed approximately $14,092,574 as of Oct. 22, leaving an equity cushion of at least $2.9 million, or almost 21% of Parkway's asserted claim. As reflected in the Budget, the Debtor will not be making adequate protection payments in the first five months of the case, but will instead be devoting $45,000 per month to repair the Fire Damaged Units. The Debtor believes that the amounts in the Budget will in the aggregate be sufficient to return all thirteen Fire Damaged Units to rentability, which should increase revenue by approximately $13,000 (depending on rental rates). The Debtor submits that these expenditures will increase the value of Parkway's collateral by an amount significantly in excess of the payments themselves (since the value of each Fire Damaged Unit will be substantially increased, and because Parkway will have a lien on the additional rents generated by such units). Starting in month six of the Budget, the Debtor will begin making substantial adequate protection payments to Parkway. As reflected in the Budget, the Debtor projects the adequate protection payments to increase as additional revenue is realized (including as revenue is generated by the previously Fire Damaged Units). In addition, to secure repayment of an amount equal to any diminution in value of Parkway's Cash Collateral, the Debtor will provide Parkway replacement liens on the collateral described in Parkway's prepetition security documents. Such replacement liens will be of the same priority as set forth in the prepetition security documents, subject only to the payment of the U.S. Trustee's fees and payment of all expenses in the Budget. A copy of the Motion is available at PacerMonitor.com at https://tinyurl.com/y6s2gguj at no charge. About Catherine Courts Condominium Catherine Courts Condominium, LLC and Catherine Courts Management, Inc., are privately held companies whose principal assets are located at 8503 W. Catherine Ave. Chicago, IL 60656. The affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 19-29822 and 19-29823) on Oct. 20, 2019. The petitions were signed by Guido C. Neri, member and authorized representative. At the time of filing, the Condominium disclosed assets and liabilities of less than $50 million, while the Management disclosed assets and liabilities of less than $50,000. The Hon. Timothy A. Barnes is the case judge. Amrit S. Kapai, Esq. at GOLDSTEIN & MCCLINTOCK LLLP serves as Debtors' counsel. CLASSIC VENTURES: Gets Short Extension of Plan Deadline ------------------------------------------------------- Classic Ventures Group, LLC, filed a motion asking the bankruptcy court to extend by 30 days its deadline to file its plan of reorganization and disclosure statement. In seeking the extension, the Debtor explained that a hearing was held on Oct. 10, 2019, the subject of which was whether the landlord of the Debtor had terminated its lease prepetition. In the alternative, the movant sought relief from the automatic stay for postpetition defaults of the lease terms. Because the content of a plan of reorganization depends on the determination of the Court of those issues, the Debtor said it wishes to extend the permitted time in which to file a plan to some later date. On Oct. 17, 2019, Judge Stephani W. Humrickhouse ruled that the motion will be allowed, albeit subject to a shorter extension of time consistent with the court's order, entered contemporaneously, regarding the motion filed by creditor NWWP LP ("Lessor"), wherein Lessor sought entry of an order requiring payment of certain unpaid post-petition rent as an administrative expense claim, confirming termination of premises possessory rights under the Shopping Center Lease between Lessor and debtor Classic Ventures Group for the Debtor's place of business in New Waverly Place Shopping Centerin Cary, and allowing Lessor relief from stay to evict the debtor from the premises. As discussed in that order, the Debtor's motion for an extension of time in which to file its plan and disclosure statement is ALLOWED, except the plan and disclosure statement must be filed on or before Oct. 31, 2019. Classic Ventures Group, LLC, sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-03206) on July 15, 2019. The Debtor tapped Travis Sasser, Esq., at SASSER LAW FIRM, as counsel. CLOUD PEAK: Dec. 5 Hearing on Plan & Disclosures Set ---------------------------------------------------- On Oct. 15, 2019, Judge Kevin Gross conditionally approved the disclosure statement filed by Cloud Peak Energy Inc. and its Affiliated Debtors. The various deadlines related to the Combined Hearing are approved as set forth: * Nov. 11, 2019, at 5:00 p.m. (Prevailing Eastern Time) is the date and time by which holders of Claims may file with the Court a motion pursuant to Bankruptcy Rule 3018(a), for an order temporarily allowing its claim in a different amount or classification for purposes of voting to accept or reject the Disclosure Statement and Plan. * Nov. 20, 2019, at 5:00 p.m. (Prevailing Eastern Time) is the date and time by which any Plan Supplement must be filed with the Court. The Debtors reserve the right to request that the Court shorten the seven-day Plan Supplement filing requirement of Local Rule 3016-2 based on the circumstances. * Nov. 27, 2019, at 5:00 p.m. (Prevailing Eastern Time) is the deadline by which any Debtor objections to Claims for voting purposes must be filed with the Court. * Nov. 27, 2019, at 5:00 p.m. (Prevailing Eastern Time) is the deadline by which objections to the adequacy of the Disclosure Statement and/or confirmation of the Plan must be filed. * Nov. 27, 2019, at 5:00 p.m. (prevailing Eastern Time) is the deadline to vote on the Plan. * Dec. 5, 2019, at 9:30 a.m. (Prevailing Eastern Time) is the date and time by which the Combined Hearing will be held before the Honorable Kevin Gross at the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Courtroom 3, Wilmington, DE 19801. As reported in the TCR, Cloud Peak Energy Inc., which has sold its operating assets to Navajo Transitional Energy Company, LLC, has filed a Chapter 11 plan that's supported by the Prepetition Secured Noteholder Group, and the Official Committee of Unsecured Creditors. The Plan embodies a global settlement between the Debtors, the Prepetition Secured Noteholder Group, and the Committee that provides for the reinstatement of the Prepetition 2021 Notes in the aggregate principal amount of $34,500,000, as amended by the Amended Prepetition Notes Indenture, and distribution of the Purchaser Take-Back Notes, the New Parent Equity, and certain cash distributions to Allowed Holders of Prepetition 2021 Notes Secured Claims and Allowed General Unsecured Claims. General unsecured claims owed $62.5 million to $125 million will recover 1% to 2% under the Plan. A full-text copy of the First Amended Disclosure Statement dated Oct. 14, 2019, is available at https://tinyurl.com/y26hxsnp from PacerMonitor.com at no charge. About Cloud Peak Energy Cloud Peak Energy Inc. (OTC: CLDPQ) --http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities as of the bankruptcy filing. The cases are assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A., as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. CLOUD PEAK: NTEC Acquisition Deal Obtains Final Court Approval -------------------------------------------------------------- On October 24, 2019, the corporate transaction that Parsons Behle & Latimer (Parsons) was instrumental in negotiating and structuring between client Navajo Transitional Energy Company LLC, (NTEC) and Cloud Peak Energy Company Inc (Cloud Peak) closed. The transaction, which received bankruptcy court approval Aug. 19, and final court approval Oct. 22, 2019, empowers NTEC to purchase all Cloud Peak mining assets, making NTEC the third-largest coal producer in the country. Since the Aug. 19, initial sale order approval, NTEC has worked with Cloud Peak and its creditors to produce a seamless transition. NTEC has assumed ownership of the Powder River Basin, Wyoming Antelope and Cordero Rojo mines, which are the third-and fifth-largest coal mines in the country, respectively as well as the Spring Creek mine in Montana. Through the bankruptcy buyout, the assets were acquired free of significant debt burdens. NTEC says it will return the Montana and Wyoming mines to profitability while retaining employees and sustaining taxes and royalties to the regions. The mines employ approximately 1,200 employees and provide $230 million in taxes and royalties to their respective states. Nora R. Pincus, Parsons' lead attorney on the project says, "We had very positive expectations for this closing. Our client has a strong history of environmental stewardship and successful business oversight. This venture will be no different. We look forward to their continued success with these mines and are pleased that this complex transaction ended well for our client, for the environment and for the respective regional economies." The Parsons team included Bruce H. White and Michael R. Brown, who provided strategic guidance on the bankruptcy, financing and corporate structuring aspects of the transaction; Kevin W. Johnson, who handled the significant mining, HSR and merger and acquisition issues; Joseph "J.D." Kesler and Shane L. Hanna who handled many of the core corporate transaction issues; Matthew D. Cook and Emily D. Holt on indenture financing and legal opinion matters. Others assisting with the transaction included A. Bradley Randall, Christina M. Jepson, Didi Bowles and Madeline Malmquist. Parsons also worked closely with Schwabe, Williams and Wyatt who managed the regulatory and permitting matters as well as advising on Native American law issues. Since 1882, Parsons has been a legal service leader in the mining industry, and today, is one of the most experienced natural resource management and corporate transaction law firms in the U.S. NTEC is a wholly-owned limited liability company of the Navajo Nation, which owns and operates the Navajo Mine, located on the Navajo Nation, south of Farmington, New Mexico. NTEC's mission, emphasizes being a reliable, safe producer of coal while diversifying the Nation's energy resources to create economic and environmental sustainability for the Navajo people. The Navajo Mine has been supplying coal to the Four Corners Power Plant for the past 50 years. About Parsons Behle & Latimer Established in Salt Lake City in 1882, Parsons Behle & Latimer's (Parsons) team of more than 150 attorneys delivers an in-depth range of experience to its clients in the following industries: agriculture; banking and financial services; construction; cybersecurity and data privacy; energy; dental; healthcare; manufacturing; mining; natural resources; oil and gas; resorts and recreation; and technology. One of Utah's largest law firms, Parsons subscribes to a progressive philosophy of legal service delivery and remains on the forefront of business and industry trends to help clients accelerate their business objectives. Headquartered in Salt Lake City, Parsons has offices in Lehi, Utah; Boise and Idaho Falls, Id.; Reno, Nev. To learn more, visit www.parsonsbehle.com. About Cloud Peak Energy Cloud Peak Energy Inc. (OTC: CLDPQ) --http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities as of the bankruptcy filing. The cases are assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A., as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. CORPORATE RESOURCE: SMS Bid to Enforce Settlement Agreement Junked ------------------------------------------------------------------ In the bankruptcy case captioned In re: CORPORATE RESOURCES SERVICES, INC. et al., Chapter 11, Debtors, Case No. 15-12329 (MG) (Bankr. S.D.N.Y.), Bankruptcy Judge Martin Glenn issued an order denying Staff Management Solutions, LLC and PeopleScout MSP, LLC's motion enforce the Settlement Agreement between chapter 11 trustee in these cases, James Feltman, and Noor Staffing Group, LLC and Noor Associates, Inc., dated June 2, 2017. Staff Management seeks an order declaring that the Settlement Agreement releases Noor's claims against Staff Management asserted in a separate case filed by Noor against Staff Management pending in the district court in Illinois. Staff Management is not a party to the Settlement, nor is it mentioned by name in the Settlement Agreement. Staff Management and debtor Corporate Resource Development, Inc. ("CRD") entered into a written Supplier Agreement, effective January 10, 2015. Under the CRD Contract, CRD supplied temporary labor to Staff Management clients, and Staff Management processed and forwarded payments from such clients. On Sept. 29, 2014, CRD gave Staff Management written authorization to make payments to CRD by electronic transfer to a specific account at Wells Fargo, and Staff Management thereafter made payments to the Wells Fargo Account. On Feb. 26, 2015, CRD and Noor entered into an Asset Purchase Agreement by which CRD sold its business to Noor. Staff Management then entered into a new written Supplier Agreement with Noor, effective March 21, 2015 (the "Noor Contract."). The Noor Contract required Noor to supply temporary labor to Staff Management's client, in exchange for which Staff Management would process and forward payments from such client. Staff Management sent payments to the Wells Fargo Account from May 11, 2015 to Jan. 27, 2016. On July 23, 2015, CRD and its related entities filed voluntary petitions under chapter 11 of the Bankruptcy Code. On March 4, 2016, the Trustee commenced an adversary proceeding against Noor seeking (i) to recover the assets transferred from CRD, and (ii) a declaratory judgment that funds held by Wells Fargo were the property of the estate. In January 2015, the Trustee and Noor entered into the Settlement Agreement. Staff Management had not appeared as a party in these bankruptcy cases and, it contends, it was not aware of or involved in the negotiations for the Settlement Agreement. The Settlement Agreement provided, among other things, that Noor released all claims related to the Wells Fargo Account. As a threshold matter, the Court concludes that Staff Management does not have standing to enforce the settlement agreement. Here, Staff Management was not a party to the Settlement Agreement and the Settlement Agreement does not explicitly provide for the release of Noor's claims against Staff Management. The Court has held that "a non-party to a contract that does not contain unambiguous language manifesting an intent to make the non-party a beneficiary of that contract lacks prudential standing to litigate issues related to that contract." Here, the terms of the Settlement Agreement protect the Trustee, the Debtors, their estates, and their respective heirs, successors, assigns, affiliates, officers, directors, shareholders, members, associates, partners, subsidiaries, predecessors, successors, employees, attorneys, and agents. Staff Management argues that it is an "agent" or "associate" within the meaning of the Settlement Agreement's terms. However, as set forth in Noor's Opposition, Staff Management is not specifically mentioned in the Settlement Agreement. Additionally, there is no language in the Settlement Agreement suggesting that Staff Management was an agent or associate within the meaning of the Settlement Agreement. Because the Settlement Agreement does not unambiguously show that Staff Management was intended to be covered by the release, it does not have standing to enforce the Settlement Agreement. Because Staff Management was neither a party nor an intended beneficiary of the Settlement Agreement, it does not have prudential standing. For similar reasons, even if Staff Management did have standing, Staff Management's Motion would be denied. Staff Management argues that the Settlement Agreement released Staff Management from claims by Noor because otherwise the intent of the Agreement--for all claims to be fully and finally resolved--could not be accomplished. However, Staff Management cited no case in which the court extended coverage of any release to a party (like Staff Management) who was not a party to the release and whose claims were not the same as those specifically released in the agreement. A copy of the Court's Memorandum Opinion and Order dated Oct. 10, 2019 is available at https://bit.ly/31QDcXv from Leagle.com. Corporate Resource Services, Inc., Debtor, represented by Ronald S. Gellert -- rgellert@gsbblaw.com -- Gellert Scali Busenkell & Brown, LLC. James S. Feltman, Trustee, represented by Neil Matthew Berger -- neilberger@teamtogut.com -- Togut, Segal & Segal LLP, Mark D. Bloom -- bloom@gtlaw.com -- Greenberg Traurig, P.A., Steven S. Flores -- stevenflores@teamtogut.com -- Togut, Segal & Segal, LLP, Nathan A. Haynes -- haynesn@gtlaw.com -- Greenberg Traurig, LLP, Vincent Edward Lazar , Jenner & Block LLP, Albert Togut , Togut, Segal & Segal LLP & Ryan A. Wagner , Greenberg Traurig, LLP. United States Trustee, U.S. Trustee, represented by Susan A. Arbeit , Department of Justice Office of the United States Trustee, Brian S. Masumoto , Office of the United States Trustee & Paul Kenan Schwartzberg , Office of the United States Trustee. About Corporate Resource Services Corporate Resource Services, Inc., is a provider of corporate employment and human resource solutions, headquartered in New York. CRS leases its headquarters and does not own any real property. About 90% of CRS shares are owned by Robert Cassera and the balance are traded OTC. As of Dec. 31, 2014, CRS was one of the largest employment staffing companies in the U.S., providing employment and human resources solutions for corporations with annual sales of about one billion dollars. In February 2015, CRS began an orderly wind down of operations after discovering that TS Employment, Inc., a privately-held company owned by Mr. Cassera, failed to remit tens of millions of dollars of the Debtors' withholding taxes to taxing authorities. TS Employment Inc., a professional employer organization that provided payroll-related services for CRS, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. The case is before Judge Martin Glenn. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. CRS and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11546) on July 23, 2015, to complete their orderly wind down of operations. The CRS Debtors' cases were transferred to New York (Bankr. S.D.N.Y. Lead Case No. 15-12329), on Aug. 18, 2015, and assigned to Judge Glenn. CRS estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The CRS Debtors tapped Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel; Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; Carter Ledyard & Milburn LLP, as special SEC counsel; SSG Capital Advisors as financial advisors and investment bankers; and Rust Omni LLC as claims agent. James S. Feltman has been appointed as Chapter 11 trustee for the CRS Debtors and for TS Employment. He has tapped Togut, Segal & Segal LLP as counsel; and Jenner & Block LLP and Greenberg Traurig, P.A., as special counsel; Jeffer Mangels Butler & Mitchell LLP, as special litigation counsel. CTE 1 LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: CTE 1 LLC d/b/a Lexus of Englewood 53-59 Engle Street Englewood, NJ 07631 Business Description: CTE 1 LLC -- https://www.lexusofenglewood.com -- is a car dealer in Englewood, New Jersey offering a selection of new and pre-owned Lexus vehicles. The Company offers a full lineup of vehicles, including Lexus LS sedan, Lexus RX SUV and ES Hybrid. Chapter 11 Petition Date: October 27, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-30256 Judge: Hon. Vincent F. Papalia Debtor's Counsel: Robert M. Hirsh, Esq. ARENT FOX LLP 1301 Avenue of the Americas, Floor 42 New York, NY 10019 Tel: 212-457-5430 212-484-3900 Fax: 212-484-3990 E-mail: hirsh.robert@arentfox.com robert.hirsh@arentfox.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Carmine DeMaio, operating manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-30256.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. A&S Management LLC $33,410 196 Route 46E Lodi, NJ 07644 2. AGWS $900,000 4450 Weaver Pkwy, Ste 200 Warrenville, IL 60555 3. Altice Media $75,000 P.O. Box 392090 Pittsburgh, PA 15251 4. Antonio Guiterrez $500,000 100 Alexander Way, TH9 Edgewater, NJ 07020 5. Autotrader.com, Inc. $198,799 P.O. Box 932207 Atlanta, GA 31193 6. CDK Global $300,000 P.O. Box 88921 Chicago, IL 60695-1921 7. Chaflin Realty $30,000 232 South Van Brunt Englewood, NJ 07631 8. Englewood Dealership $160,000 Properties/PSD Automotive 1121 Route 202, South B9 Raritan, NJ 08869-1463 9. First Bank $6,500,000 530 East Main St. Denville, NJ 07834 10. Horizon Blue Cross NJ $200,000 P.O. Box 10130 Newark, NJ 07101 11. IP Network Services $29,952 88752 Expedite Way Chicago, IL 60695-1700 12. James Whang Zakar Mtrs $750,000 430 Industrial Ave Teterboro, NJ 07608 13. Keystone Auto Lending $1,700,000 415 Eagleview Blvd, Ste 100 Exton, PA 19341 14. Marsh McLennan $76,876 Park 80 West Plaza Two 250 Pehle Ave. Saddle Brook, NJ 07663 15. Mizzoni's Autobody $38,647 178 Route 46 E Lodi, NJ 07644 16. MJ Electronics $52,755 144 Sunset St. Dumont, NJ 07628 17. Santander Bank $1,000,000 187 Columbia Tpk Florham Park, NJ 07932 18. Spectrum $100,000 200 Roosevelt Place Palisades Park, NJ 07650 19. WCBS & Affiliates $150,000 345 Hudson St., 10th Floor New York, NY 10014 20. Wholesale Inc. $3,000,000 8037 Eastgage Blvd Mount Juliet, TN 37122 DEL EQUIPMENT: Wins Initial CCAA Order; MNP Named Monitor --------------------------------------------------------- Del Equipment Inc. sought and obtained from the Ontario Superior Court of Justice (Commercial List) an order ("Initial Order") under the Companies' Creditors Arrangement Act on Oct. 22, 2019. Pursuant to the Initial Order, MNP Ltd. has been appointed as CCAA monitor. On Sept. 10, 2019, the Company discovered that a payment of $874,107 owing to it from Mack Defense, LLC -- about 20% of DEL's expected receipts for the month -- was improperly paid to Gin-Cor Industries Inc. at the direction of Gin-Cor. Despite DEL's efforts over the past month to resolve this issue with Mack Defense and Gin-Cor, the Company has been unable to recover the Funds. Gin-Cor had no right to receive the Funds, which Mack Defence intended to pay to DEL. As a result, Gin-Cor has been unjustly enriched and is liable to make restitution for the mistaken payment of money, and the Funds are impressed with a constructive trust in favour of the Company. However, Gin-Cor refuses to transfer the Funds to DEL as was intended and alleges that it has set-off the Funds against amounts it alleges are owed to it by DEL. However, as Gin-Cor holds the Funds under a constructive trust, it is not able to set-off such amounts against amounts owed to it by the Company. Moreover, Gin-Cor does not have clean hands since it was its own wrongful actions in providing incorrect information to Mack Defence that caused the misdirection and its interception of the Funds. Gin-Cor's improper interception and retention of the Funds has contributed to the Company's liquidity crisis that is one of the reasons for these proceedings. DEL brings this ex parte motion under Rule 45.02 of the Ontario Rules of Civil Procedure for an interim Order requiring Gin-Cor to transfer the Funds to the Monitor in order to ensure that the Funds are preserved pending final determination of the dispute between DEL, Gin-Cor, and Mack Defense. It is imperative that the Funds be secured as quickly as possible, and the full issue be resolved, so that the Company can avoid the incurrence of additional costs to the detriment of all of its stakeholders. In the alternative, the Company submits that Gin-Cor should be required to segregate and hold separate an amount equal to the Funds and that the Court should grant an equitable lien for the benefit of DEL in the amount of the Funds over such segregated funds or over the assets of Gin-Cor. The Monitor can be reached at: MNP LTD. 111 Richmond Street West, Suite 300 Toronto, ON M5H 2G4 Fax: 416-323-5240 Sheldon Title Tel: 416-323-5240 Email: sheldon.title@mnp.ca Counsel to the Monitor: GOLDMAN SLOAN NASH & HABER LLP 480 University Ave Suite 1600 Toronto, Ontario M5G 1V2 Fax: 416-597-3370 Jennifer Stam Tel: 416-597-5017 Email: stam@gsnh.com Katie Parent Tel: 416-597-3375 Email: parent@gsnh.com Counsel to Del Equipment Inc.: GOODMANS LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7 Fax: 416-979-1234 Christopher G. Armstrong Tel: 416-849-6013 Email: carmstrong@goodmans.ca Andrew Harmes Tel: 416-849-6923 Email: aharmes@goodmans.ca Counsel to Diesel Equipment Limited: WILSON VUKELICH LLP Valleywood Corporate Centre 60 Columbia Way, 7th Floor Markham Ontario, Canada L3R 0C9 Fax: 905-940-8785 George Vukelich Tel: 905-940-8722 Email: gvukelich@wvllp.ca Counsel to Mack Defense, LLC: CONLIN BEDARD LLP 220 Laurier Avenue West, Suit 700 Ottawa, ON K1P 5Z9 Fax: 613-249-7226 Paul Conlin Tel: 613-782-5775 Email: pconlin@conlinbedard.com For copies of the Initial Order, Monitor's Reports and relevant materials, is available at https://mnpdebt.ca/en/corporate/engagements/DELEquipment Del Equipment Inc. is a Canadian truck body and equipment "up-fitter". The Company's primary business consists of the commercial sale of work-ready trucks through its nation-wide distribution network. DELUXE ENTERTAINMENT: Obtains Court Approval of Chapter 11 Plan --------------------------------------------------------------- Deluxe Entertainment Services Group Inc., the leading content creation to distribution company, on Oct. 24, 2019, disclosed that it has received Court approval of its pre-packaged Chapter 11 plan of reorganization (the "Plan") and intends to complete the restructuring transactions contemplated by the Plan and successfully emerge from Chapter 11. Deluxe has served as a strong, collaborative and innovative partner for the global content creation and delivery industry for over a century. Upon emergence from the pre-packaged Chapter 11 court process, the Company will have a much stronger balance sheet with significantly reduced leverage and enhanced liquidity, making it well-positioned to carry on its unparalleled legacy for many years to come. Following the implementation of the financial restructuring, Deluxe's long-term debt will be reduced by well more than half, and the Company will have access to $115 million of new financing to support its ongoing operations and investments. "This is an important milestone for Deluxe -- we have a strengthened balance sheet and new capital to continue our investments in services and technology. Deluxe will be in its strongest financial position in more than a decade, with the resources to lead the industry into the future," said John Wallace, Chief Executive Officer of Deluxe. "We are incredibly grateful for the ongoing support we received from our employees, customers, vendors and other business partners during the last few months and are very are pleased to have achieved what we set out to do when we began the refinancing process." At a time when content creators and distributors require strong partners, Deluxe has never been better positioned to be a source of reliability with the richest portfolio of services and technical platforms in the industry. From the industry's first feature films to today's fully connected world of content, Deluxe has been a longstanding leader in the entertainment industry, embracing change as an opportunity to evolve into a stable, reliable partner that best meets customers' needs. [Thurs]day's announcement cements Deluxe as the largest and most scaled operator across the media supply chain, providing unparalleled services to markets around the world. With a strong financial foundation in place, Deluxe is positioned to leverage its creative talent, innovative technology and distribution expertise to unify the media supply chain and revolutionize the way content creators, distributors and their partners manage workflows and collaborate. Kirkland & Ellis, LLP is acting as legal counsel for the Company, PJT Partners is acting as its financial advisor, and AlixPartners is acting as its restructuring advisor. FTI Consulting, Inc. is acting as financial advisor for a majority group of its senior lenders, and Stroock & Stroock & Lavan LLP is acting as its legal counsel. About Deluxe Entertainment Deluxe Entertainment Services Group is the world's leading video creation-to-distribution company offering global, end-to-end services and technology. Through unmatched scale, technology and capabilities, Deluxe enables the worldwide market for premium content. The world's leading content creators, broadcasters, OTTs and distributors rely on Deluxe's experience and expertise. With headquarters in Los Angeles and New York and operations in 38 key media markets worldwide, the Company relies on the talents of more than 7,500 of the industry's premier artists, experts, engineers and innovators. On Oct. 3, 2019, Deluxe Entertainment Services Group Inc. and 26 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23774). Kirkland & Ellis, LLP is acting as legal counsel for the Company, and PJT Partners is acting as its financial advisor. Prime Clerk LLC is the claims agent. FTI Consulting, Inc. is acting as financial advisor for a majority group of its senior lenders, and Stroock & Stroock & Lavan LLP is acting as the group's legal counsel. DIAMOND PERFECTION: Wants Until Dec. 16 to File Plan & Disclosures ------------------------------------------------------------------ Diamond Perfection, Inc., moved the bankruptcy court to extend the deadline by which it must file its chapter 11 plan and disclosure statement for 61 days, through and including Dec. 16, 2019. In seeking an extension of the Oct. 16 deadline, the Debtor explained that: * The bar date for filing proofs of claim has been set for Nov. 11, 2019. There are approximately 400 persons who received notice of disputed claims, who may assert claims against the Debtor. The Debtor has served those persons with Notices of Disputed Claims which instructs them how to file claims and informs them of the deadline for doing so. * Zenaida Peralta filed a Motion for Relief from the Automatic Stay on Aug. 29, 2019. Zenaida Peralta seeks to certify a class of plaintiffs in a Maryland state court lawsuit. The matter was heard on Sept. 25, 2019. The Debtor and Zenaida Peralta each filed a memorandum of law subsequent to the hearing. Based on the memoranda of law, it appears that, if the stay is lifted, there will be a number of procedural motions to be heard as to removal, transfer, venue, and abstention, before the determination of whether to certify a class can be heard. This will result is substantial delays in determining the number and amount of claims in the case. According to the Debtor, it is necessary for the Debtor to know what claims have been asserted in this case in order to prepare a plan and disclosure statement. Diamond Perfection, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 19-03270) on July 18, 2019, estimating less than $500,000 in both assets and liabilities. James B. Angell, Esq., at HOWARD, STALLINGS, FROM, ATKINS, ANGELL & DAVIS, P.A., is the Debtor's counsel. DURO DYNE: Appointment of Lawrence Fitzpatrick as FCR Upheld ------------------------------------------------------------ Acting United States Trustee Andrew Vara in the case captioned ANDREW R. VARA, ACTING UNITED STATES TRUSTEE, Appellant, v. DURO DYNE NATIONAL CORP., et al., Appellees, Civil Action No. 18-15563 (MAS) (D.N.J.) took an appeal from the Bankruptcy Court's Order appointing Lawrence Fitzpatrick as legal representative for future asbestos personal injury claimants. Upon review, District Judge Michael A. Shipp denies the U.S. Trustee's appeal and affirms the Bankruptcy Court's order. At issue is whether a bankruptcy court may appoint a future claimants' representative nominated by the debtor, without soliciting or holding a hearing on other candidates. Appellant argues that 11 U.S.C. section 524(g) requires a court to consider candidates other than those nominated by a debtor. Appellant argues that the Bankruptcy Court had the duty to select the best candidate, and the Bankruptcy Court erred in appointing the debtor's nominee without evaluating other candidates. According to Appellant, considering only Duro Dyne's nominee and whether he was disinterested -- not whether he was the best representative -- amounted to treating the nominee as "presumptively valid." A bankruptcy court is not required to solicit and evaluate additional nominees to select the best candidate, but neither may it simply rubberstamp a debtor's nominee. A bankruptcy court must undertake a thorough evaluation and only appoint a nominee following a hearing. Because the Bankruptcy Court appointed the nominated future claimants' representative after notice, discovery, and a hearing, and did not grant deference to the nominee, the Bankruptcy Court's process in selecting the representative was appropriate. The U.S. Trustee appeals the evidentiary decision, and argues that the common-interest doctrine should "not apply to Mr. Fitzpatrick's prepetition communications because he should have been acting as a zealous adversary of the debtors and the present asbestos claimants rather than an ally." Appellant argues that "Mr. Fitzpatrick's previous and current connections with the debtors, personal injury law firms, and present asbestos claimants in other asbestos trust matters ... [as well as] all facts relating to the mutual decision of the debtors and the [Ad Hoc Committee] to retain him" do not fall within the common-interest doctrine. Appellees argue that Mr. Fitzpatrick, Duro Dyne, and counsel for the current asbestos claimants "share the common interest of preserving and maximizing assets" during the prepetition period. Additionally, Appellees argue that the specifics of the prepetition negotiations were properly determined to be irrelevant to whether Mr. Fitzpatrick is disinterested. The more issues negotiated prior to filing, the more likely it is that negotiations moved from the size of the pie to the size of the pieces. But where questioning focuses on the substance of those negotiations, the less likely it is the questioning was relevant to the disinterested person inquiry. The Bankruptcy Court exercised its decision to preclude questioning into the substance of negotiations. The Bankruptcy Court considered the relevance of the questioning to the appropriate inquiry as well as the risk of disclosing privileged information and decided the line of questioning was not worth the risk. This does not rise to abuse of discretion. The Bankruptcy Court's evidentiary decision is affirmed. The Bankruptcy Court's Order appointing Mr. Fitzpatrick as future claimants' representative is reviewed for abuse of discretion and must be reversed "where the district court's decision rests upon a clearly erroneous finding of fact, an errant conclusion of law[,] or an improper application of law to fact." Here, the process in appointing the legal representative was appropriate, the selection of the disinterested person standard was correct, and the factual finding that Mr. Fitzpatrick was disinterested was not clearly erroneous. Because the Bankruptcy Court's Order appointing Mr. Fitzpatrick as future claimants' representative does not rest upon a clearly erroneous finding of fact, an errant conclusion of law, or an improper application of law to fact, there can be no abuse of discretion. A copy of the District Court's Memorandum Opinion dated Sept. 30, 2019 is available at https://bit.ly/33WbWsb from Leagle.com. UNITED STATES TRUSTEE OFFICE, Appellant, represented by MITCHELL B. HAUSMAN, OFFICE OF THE UNITED STATES TRUSTEE & ROBERT J. SCHNEIDER, Jr., OFFICE OF THE UNITED STATES TRUSTEE. OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS, Appellee, represented by JOHN ALBERT FIALCOWITZ, THE LAW OFFICE OF JOHN A. FIALCOWITZ, LLC. LAWRENCE FITZPATRICK, Legal Representative for Future Asbestos Personal Injury Claimants, Appellee, represented by EDWIN J. HARRON -- eharron@ycst.com -- YUNG CONAWAY STARGATT & TAYLOR, LLP. About Duro Dyne National Corp. Founded in 1952 by Milton Hinden, Duro Dyne National Corp. and its affiliates are manufacturers of sheet metal accessories and equipment for the heating, ventilating, and air conditioning (HVAC) industry. In addition, they also engage in the research and development of HVAC products. Duro Dyne National Corp. is a holding company whose primary asset is all of the issued and outstanding capital stock of the other Debtors. Duro Dyne is owned by members of the Hinden family and various trusts for the benefit of Hinden family members. Duro Dyne National and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 18-27963) on Sept. 7, 2018. In the petition signed by CEO Randall Hinden, Duro Dyne National estimated assets of $10 million to $50 million and total estimated debt of $10 million to $50 million. The Hon. Michael B. Kaplan is the case judge. Lowenstein Sandler LLP, led by Kenneth A. Rosen, and Jeffrey D. Prol, serves as counsel to the Debtors. Getzler Henrich & Associates LLC, is the financial advisor. On Oct. 17, 2018, Lawrence Fitzpatrick was appointed as representative for future asbestos claimants. Mr. Fitzpatrick tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. EL CASTILLO RETIREMENT: S&P Withdraws BB+ Rating on Rev. Bonds -------------------------------------------------------------- S&P Global Ratings withdrew its 'BB+' long-term rating on Santa Fe County, N.M.'s series 2012 revenue bonds, issued for El Castillo Retirement Residences, a life-care-based continuing care retirement community. S&P withdrew the rating at management's request. FAVALORA PROPERTIES: Creditors to Get Payment from Sale Proceeds ---------------------------------------------------------------- Favalora Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a plan of reorganization and disclosure statement. The Plan contemplates (i) the Debtor's initially retaining a portion of the real property on which it conducts its business operations, which property is mortgaged to IMC, (ii) selling 44.02 linear feet of frontage of the Kenner Property for an initial asking price of $130,600.00, with the sales proceeds thereof being utilized to satisfy a majority portion of the Secured Claim of IMC, (iii) selling some of its equipment to satisfy the priority Claims, general Unsecured Claims and the balance due and owing on the Secured Claim of IMC, and (iv) continuing its leasing operations. The combined proceeds from the sale of the Kenner Property, the Tractor Trailer Unit and the Case 850L WIDE TRACK Dozer should be more than sufficient to pay the claims of creditors, secured, priority and non-priority unsecured, in full. Any funds remaining in the Plan Distribution Account at the end of the term of the Plan, 60 months post-Effective Date, including those monies deposited therein from the Debtor's Business Expense Account, will be used to pay any remaining Administrative Expenses and then Allowed Unsecured Class 5 claims in that order. Payments to Allowed Unsecured Creditors on their Allowed Unsecured Claims (i.e., Class 5claims) shall commence after all Allowed Administrative Expenses have been paid, in full. Payments to Allowed Unsecured Creditors on their Allowed Unsecured Claims (i.e., Class 5 claims) will be made in semi-annual payments and on a pro rata basis. The Debtor shall maintain, at all times, a minimum of $2,000.00 annually in the Business Expense Account for the payment of future Allowed Administrative Expenses during the term of the Plan. A full-text copy of the Disclosure Statement dated October 15, 2019, is available at https://tinyurl.com/y3j7hg6y from PacerMonitor.com at no charge. About Favalora Properties Favalora Properties, LLC owns and operates the real (immovable) property bearing municipal address 921 Industry Road, Kenner, LA 70062, which it leases to Favalora Constructors, Inc., a company which is also owned and operated by Laurence Favalora. Favalora Properties sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-10953) on April 9, 2019. Darryl T. Landwehr, Esq., at LANDWEHR LAW FIRM, is the Debtor's counsel. FOUR THE BOYS: Dec.17 Plan Confirmation Hearing Set --------------------------------------------------- Four the Boys II, LLC, won approval of the disclosure statement in support of its Chapter 11 plan. Judge Christine M. Gravelle ordered that written acceptances, rejections or objections to the plan referred to above shall be filed with the attorney for the plan proponent not less than seven days before the hearing on confirmation of the plan. Dec. 17, 2019, at 2:00 p.m. is fixed as the date and time for the hearing on onfirmation of the Plan. As reported in the TCR, the Debtor has filed a Plan that says that U.S. Bank, N.A.'s secured claim of $710,145.24 will be paid over a seventy-two (72) month period, in monthly payments of $9,863. Holders of general unsecured claims owed $1,353,000 will receive $67,650 over a 84-month term in monthly payments of $805.35 commencing with the month subsequent to the Effective Date. The Plan will be funded by the contributions from the Debtor's principal. A full-text copy of the Disclosure Statement dated Sept. 10, 2019, is available at https://tinyurl.com/y2fk6qjd from PacerMonitor.com at no charge. About Four the Boys II Four the Boys II, LLC, based in Mantoloking, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-19708) on May 13, 2019. In the petition signed by James J. Hopkins, III, managing member, the Debtor disclosed $1,305,000 in assets and $2,998,833 in liabilities. The Hon. Christine M. Gravelle oversees the case. Eugene D. Roth, Esq., at the Law Office of Eugene D. Roth, serves as bankruptcy counsel to the Debtor. FOX PROPERTY: Allowed to Use Cash Collateral Until Feb. 28 ---------------------------------------------------------- Judge Robert Kwan of the U.S. Bankruptcy Court for the Central District of California issued an order authorizing Fox Property Holdings, LLC to use cash collateral for the period of Nov. 1 through and including Feb. 28, 2020. The Debtor is authorized to use cash collateral, but only up to the amounts reflected in the Budget to (i) pay all of the expenses set forth in the budget, with authority to deviate from the line items contained in the Budget by not more than 20%, on both a line item and aggregate basis, with any unused portions to be carried over into the following weeks and (ii) pay all quarterly fees owing to the Office of the U.S. Trustee and all expenses owing to the Clerk of the Bankruptcy Court. The Secured Creditors will be granted valid, enforceable, non-avoidable and fully perfected replacement liens on, and security interests in, the Debtor's cash and rent revenue generated by the Property, to the extent of any diminution in value of such Secured Creditors' interests in the Debtor's prepetition collateral, and to the same extent, validity, scope and priority of their prepetition liens. A copy of the Order is available at PacerMonitor.com at https://tinyurl.com/yxmuvf5e at no charge. About Fox Property Holdings Fox Property Holdings, LLC, owns a commercial real property in San Bernardino, California. The property consists of various buildings utilized as a school and dormitory campus and is located on approximately 4.66 acres of land. The company's headquarter is located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji Li is the managing member and 100% equity holder of the company. Fox Property Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17, 2018. In the petition signed by Ji Li, managing member, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan oversees the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel; and Park & Lim as special litigation counsel. FRONTERA RESOURCES: Chapter 15 Case Summary ------------------------------------------- Chapter 15 Debtor: Frontera Resources Caucasus Corp. (in Official Liquidation) Suite 3212, 53 Market St. Grand Cayman KY1-1203 Cayman Islands Business Description: Frontera Resources Caucasus Corp. is an international oil and gas exploration and production company. Foreign Proceeding: Cause No. FSD 138 of 2019 (IKJ), Grand Court of the Cayman Islands Chapter 15 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Chapter 15 Case No.: 19-13418 Foreign Representatives: David Griffin and Andrew Morrison FTI CONSULTING (CAYMAN) LTD. 53 Market Street - Suite 3212 P.O. Box 30613 Grand Cayman KY1-1203 Cayman Islands Foreign Representatives' Counsel: Warren E. Gluck, Esq. Richard A. Bixter Jr., Esq. Elliot A. Magruder, Esq. HOLLAND & KNIGHT LLP 31 West 52nd Street New York, NY 10019 Tel: (212) 573-3396 (212) 513-3200 Fax: (212) 385-9010 E-mail: warren.gluck@hklaw.com richard.bixter@hklaw.com elliot.magruder@hklaw.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-13418.pdf FUSION CONNECT: TSL & MSD Offer Exit Financing ---------------------------------------------- In pursuit of the reorganization transaction and termination of the U.S. sale process under their Chapter 11 plan, Fusion Connect, Inc., and its debtor subsidiaries have continued to advance an active marketing process to obtain exit financing on the best possible terms. The Debtors have obtained a non-binding proposal from TSL Advisers, LLC and MSD Partners, L.P. for TSL, MSD, and certain other parties acceptable to TSL and MSD to provide 100% of the aggregate principal amount of the Exit Financing on an exclusive basis. To advance the proposal into a binding commitment, the Debtors seek authorization to enter into and perform the obligations under the Exit Financing Letter. The Debtors seek authorization to: (i) advance an expense deposit to the Exit Financing Lenders in the amount of $200,000, which equals 0.17% of the total potential financing to be provided by the Exit Financing Lenders, for certain reasonable and documented out-of-pocket expenses as set forth in the Exit Financing Letter, including due diligence expenses and any expenses associated with the preparation of definitive documentation (the "Expense Deposit"), (ii) provide the Exit Financing Lenders with a 30-day exclusivity period, during which time the Debtors have agreed not to solicit or advance alternative exit financing proposals, subject to exercising their fiduciary out under the Exit Financing Letter, and (iii) indemnify and hold harmless the Exit Financing Lenders and each of its affiliates and their respective partners, directors, agents, employees and controlling persons (each, an "Indemnified Party") from and against any and all losses, claims, damages, or liabilities in connection with the Exit Financing Letter. The Exit Financing is a critical component of the Plan and necessary to facilitate the Debtors' timely emergence from bankruptcy. The Debtors have reviewed the terms of the Exit Financing with the First Lien Lender Group, which is supportive of the relief requested in this Motion. A full-text copy of the Motion dated October 15, 2019, is available at https://tinyurl.com/y6shhaad from PacerMonitor.com at no charge. About Fusion Connect Fusion Connect (OTC-MKTS: FSNNQ) -- http://www.fusionconnect.com/ -- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised by FTI Consulting and PJT Partners, Inc., as financial advisors, and Weil, Gotshal & Manges LLP as legal counsel. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal counsel. The U.S. Trustee for Region 2 formed a committee of unsecured creditors in the Debtors' cases on June 18, 2019. The committee is represented by Cooley LLP. GENESEE & WYOMING: S&P Revises CreditWatch Implications to Positive ------------------------------------------------------------------- S&P Global Ratings revised the implications of its CreditWatch on short-line railroad operator Genesee & Wyoming Inc. to positive from developing, where it placed its ratings on the company on July 3, 2019. Genesee & Wyoming is being acquired by Brookfield Infrastructure Fund IV (BIF IV) and GIC, the sovereign wealth fund of Singapore, for a total consideration of $8.4 billion. The company intends to issue a new first-lien credit facility consisting of a $600 million revolving credit facility and a $2.55 billion term loan, and use the proceeds from this facility to partially fund the acquisition and refinance its existing debt. As part of the transaction, BIF IV and GIC will also contribute approximately $5.4 billion in equity. Following the close of the transaction, S&P expects to raise its issuer credit rating to 'BB+' from 'BB' based on its assessment that Genesee & Wyoming is moderately strategic to Brookfield Infrastructure Partners (BIP), which leads S&P to applies positive one-notch adjustment to its 'bb' stand-alone credit profile. Genesee & Wyoming benefits from its strong market position in North America and the generally favorable characteristics of short-line railroads.Genesee is the largest operator of short-line railroads in North America, where it generates approximately 90% of its EBITDA (pro forma for the transaction and the sale of its Australia operations). Its route network is geographically diverse with operations throughout the U.S. and southeastern Canada. The company interchanges with all of the Class I railroads in North America and carries a diverse commodity mix with limited exposures to more volatile commodities, such as petroleum products and coal. Genesee also benefits from a diverse customer base with no meaningful concentration. Compared to its Class I railroad peers, Genesee's overall route network and revenue base is smaller. In addition, its operating ratio (operating expenses as a percentage of operating revenue) has historically lagged those of the larger railroads. S&P also views the company as more susceptible to substitution risk from trucking due to the shorter distance of its hauls. However, the rating agency believes that this risk is somewhat mitigated by the limited trucking capacity and infrastructure in some of the areas that Genesee operates in. S&P will resolve the CreditWatch placement once the acquisition of Genesee & Wyoming is complete. At that time, S&P expects to raise its issuer credit rating on the company by one notch to 'BB+' and assign a stable outlook based on the rating agency's expectation for potential extraordinary support from BIP under some foreseeable circumstances and the rating agency's belief that Genesee is important to BIP's long-term strategy. GFL ENVIRONMENT: Moody's Reviews B3 CFR for Upgrade --------------------------------------------------- Moody's Investors Service placed on review for upgrade the B3 corporate family rating of GFL Environmental Inc., its B3-PD probability of default rating, B1 senior secured bank credit facility rating and Caa2 senior unsecured rating. On Review for Upgrade: Issuer: GFL Environmental Inc. Corporate Family Rating, Placed on Review for Upgrade, currently B3 Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Senior Secured Term Loan, Placed on Review for Upgrade, currently B1 (LGD2) Senior Unsecured Notes, Placed on Review for Upgrade, currently Caa2 (LGD5) Outlook Actions: Issuer: GFL Environmental Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review follows the announcement by GFL that it has launched an initial public offering and intends to use a portion of the proceeds to repay a portion of its senior unsecured debt and the outstanding amounts in the revolving credit facility, with the remaining proceeds used to pay fees and for general corporate purposes, including future acquisitions. Moody's review will focus on the anticipated operating and financial performance of the company, post-closing credit metrics, liquidity and expectations of future acquisitions. The equity offering transaction could result in an upgrade of the CFR of GFL as it will improve GFL's key financial metrics and also provide additional liquidity and flexibility for future acquisition transactions. The inital public offering is expected to close the week of November 11, 2019, subject to customary closing conditions. Environmental risks considered material are the various regulations and requirements that GFL is subjected to for the collection, treatment and disposal of waste. GFL has a long track record of adhering to the requirements for the proper handling of the waste materials encountered. The governance considerations Moody's makes in GFL's credit profile include the private-equity ownership and the potential for an aggressive capital structure in comparison to public corporations. Moody's also considered GFL's track record of completing debt-financed acquisitions for the expansion of its business as well as the management team's experience in the successful integration of the businesses. GFL Environmental Inc., headquartered in Toronto, provides solid waste and liquid waste collection, treatment and disposal solutions and soil remediation services to municipal, industrial and commercial customers in Canada. The company also provides municipal and commercial solid waste and recycling collection services in the US. Pro forma for acquisitions, annual revenue exceeds C$3 billion. The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in April 2018. HIGH RIDGE: Moody's Raises CFR to C & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of High Ridge Brands Co. to C from Caa2, and its Probability of Default Rating to D-PD from Caa2-PD. Moody's also downgraded the company's unsecured notes to C from Caa3. The rating outlook is stable. The downgrade reflects a missed interest payment, which Moody's considers a default. High Ridge did not make interest payments under its secured credit agreement due September 30, 2019 or on its unsecured notes due on September 15, 2019. High Ridge has executed forbearance agreements with significant majorities of each tranche of its funded debt, following discussions with those groups, prior to skipping interest payments to provide time needed to explore its strategic alternatives with those parties. The following is a summary of Moody's rating actions: Ratings downgraded: High Ridge Brands Co. Corporate Family Rating to C from Caa2 Probability of Default Rating to D-PD from Caa2-PD $250 million Unsecured Notes due 2025 to C (LGD6) from Caa3 (LGD5) Rating outlook changed to stable from negative. RATINGS RATIONALE The C rating on High Ridge's unsecured notes reflects the likely very low recovery for these securities in the event of a bankruptcy or restructuring as operating performance remains weak. As a result Moody's expects a modest valuation for the company in bankruptcy, leading to greater losses for debt-holders. The company's very weak operating performance has led to weak credit metrics. For the twelve months ending September 30, 2019, Moody's estimates High Ridge's adjusted debt/EBITDA was at an unsustainably high of roughly 20x. A ratings upgrade is unlikely at this time. However Moody's could upgrade the ratings following a material improvement in the company's capital structure and liquidity. Headquartered in Stamford, CT, High Ridge Brands Co. is engaged in the marketing, sales and distribution of personal care products in the hair care, skin cleansing and oral care categories. The company is owned by private equity firm Clayton, Dubilier & Rice and generates annual revenues of about $287 million. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. HUDSON'S BAY: S&P Puts 'B' ICR on CreditWatch Negative ------------------------------------------------------ S&P Global Ratings placed its 'B' issuer credit rating on Brampton, Ont.-based department store operator Hudson's Bay Co.'s (HBC) on CreditWatch with negative implications. Hudson's Bay's expected reorganization charges and the definitive agreement to take the company private will materially increase cash outflow and reduce the company's financial flexibility at a time of challenging market conditions for brick-and-mortar retailers, according to S&P. The CreditWatch placement reflects the higher-than-expected cash outflow for the business reflecting both the reorganization charges and the proposed transaction. S&P's rating action incorporates HBC's expected cash outflow resulting from dead rent obligations and reorganization (about C$715 million net of cash distributions from real estate JV) over the next three years that will likely lead to additional cash calls on the company. At the same time, the company's definitive agreement with a group of HBC majority shareholders (collectively owning about 57%) to purchase the minority equity interest for about C$1 billion, funded with existing cash on the balance sheet and additional debt, will materially reduce funds available to support the company's turnaround. The combination of these factors along with the company's strategy to invest in its remaining banners could lead to significant cash outflows, at a time when HBC is facing secular headwinds in its retail operations, thereby reducing its financial flexibility. At the same time, S&P expects leverage to be higher, compared with its previous expectation. Another credit risk stems from the lower valuation for HBC's real estate holdings, which in turn could affect HBC's debt-repaying capacity and thus the credit support S&P currently attributes to its ratings on the company, owing to the asset protection offered by these properties. "We expect to resolve the CreditWatch on or about the close of the privatization transaction, which we expect in late 2019 or early 2020. Our CreditWatch resolution will focus on the merits of the company's strategy and degree of financial capacity to support a sustainable turnaround within the next couple of years, and could result in a downgrade by one or more notches," S&P said. IFRESH INC: Lender Extends Loan Forbearance Until Nov. 29 --------------------------------------------------------- iFresh Inc., NYM Holding, Inc. (Borrower), certain subsidiaries of NYM, Go Fresh 365, Inc., Mr. Long Deng and Keybank National Association entered into a second forbearance agreement on Oct. 17, 2019. On May 20, 2019, the parties entered into a first forbearance agreement with respect to that certain Credit Agreement, dated as of Dec. 23, 2016, as amended, pursuant to which KeyBank made available to NYM a revolving credit facility, a term loan facility, and other credit accommodations. The Lender has agreed to delay the exercise of its rights and remedies under the Loan Agreements based on the existence of certain events of default until the earlier to occur of: (a) 5:00 p.m. Eastern Time on the 90th day from the date of the First Forbearance Agreement; and (b) a Forbearance Event of Default. The Borrower did not meet its obligations under the Loan Agreements by the end of the First Forbearance Period. Pursuant to certain Guaranty Agreement dated as of Dec. 26, 2016, as amended by several joinder agreements and the Second Forbearance Agreement, the Company, certain subsidiaries of NYM, Go Fresh and Mr. Long Deng have agreed to guarantee the payment and performance of the obligations of the Borrower under the Credit Agreement. Material Provisions of Second Forbearance Agreement The Lender has agreed to delay the exercise of its rights and remedies under the Loan Agreement based on the existence of certain events of default until the earlier to occur of: (a) 5:00 p.m. Eastern Time on the Nov. 29, 2019; and (b) a Forbearance Event of Default. The Lender has agreed to provide its limited consent to (i) the Company consummating the sale of all of the equity interests of the Borrower held by the Company to Go Fresh 365, Inc., a Florida corporation, (ii) the Company receiving and retaining the proceeds of such sale free and clear of any Lien of the Lender on or in such proceeds, and (iii) remove the Company as a party to the Guaranty and each other Loan Document to which the Company is a party, provided that certain conditions have been satisfied prior to the consummation of such transaction. The Loan Parties have agreed to release the Lender from any claims the Loan Parties may have against the Lender, including in relation to the Credit Agreement or the Forbearance Agreement. The Forbearance Agreement contains customary forbearance covenants and other forbearance covenants, including (but not limited to): * All payments and interest shall be paid in immediately available funds when due. * Effective as of the Effective Date, interest shall accrue on the Loans at the Stated Rate. * The Loan Parties shall continue to retain and engage a chief restructuring officer acceptable to the Lender, and permit the CRO to access books and records, inspect operations, communicate directly with Lender's representatives, oversee and supervise a refinance, sale, and/or capital contribution transaction(s) on such terms and conditions, and with proceeds in sufficient amounts, that will enable the repayment in full of the outstanding Obligations. * The Loan Parties and the CRO shall provide telephonic updates to the Lender regarding status of a Repayment Transaction on a bi-weekly basis and as otherwise reasonably requested by the Lender. * On or prior to Nov. 28, 2019, an executed Preliminary Transaction Documents shall be delivered to the Lender. * Provision of other periodic reporting. Effective as of the Effective Date, Go Fresh joins in, and will be deemed to be a party to, the Guaranty, the iFresh Joinder, the Pledge Agreement, and each other Loan Documents to which iFresh is a party in the same capacity as iFresh and hereby assumes all of the Obligations of such a party to such Loan Documents. Go Fresh joins in, and will be deemed to be a party to, the Security Agreement as a "Grantor" and assumes all of the obligations of a "Grantor" under the Security Agreement. Effective immediately after the consummation of the NYM Stock Sale, iFresh irrevocably assigns and transfers to Go Fresh all of iFresh's right, title, and interest in and to, and commitements, duties, and obligations under, the Guaranty, the iFresh Joinder, the Pledge Agreement, and each other Loan Document to which iFresh is a party, and Go Fresh irrevocably assumes, receives, and accepts such assignment and tranfer and agrees to be bound by the terms and conditions of such Loan Documents as the successor-in-interest to iFresh. The Forbearance Agreement contains customary representations and warranties and conditions precedent, including the Loan Parties must paid, in immediately available funds, (i) a non-refundable forbearance fee of $20,000 which forbearance fee shall be deemed fully earned by the Lender on the Effective Date and (ii) costs, expenses, and attorneys' fees of $50,000 of the Lender related to this Agreement and the other Loan Documents. Each of the following constitutes an immediate default and event of default under the Forbearance Agreement: * Failure of the Loan Parties to pay any amounts as and when due and payable under the Forbearance Agreement or any other Loan Document; * Failure of any Loan Party to observe any term, condition, or covenant set forth in the Forbearance Agreement or any Loan Document, except for the Specified Events of Default; * Any representation or warranty made by any Loan Party is false or misleading in any respect at the time it was made. * The occurrence of an Event of Default (other than the Specified Events of Default) under the Credit Agreement or any other Loan Document occur and is continuing. * The occurrence of an event, or the existence of a circumstance or condition that has a Material Adverse Effect. * The validity, binding nature of, or enforceability of the Forbearance Agreement is disputed by, on behalf of, or in the right or name of any Loan Party or any material term or provision of the Forbearance Agreement is found or declared to be invalid, avoidable, or unenforceable by any court of competent jurisdiction. * Any material term or provision of the Forbearance Agreement is found invalid, avoidable, or unenforceable by any court of competent jurisdiction. About iFresh, Inc. headquartered in Long Island City, New York, iFresh Inc. (http://www.ifreshmarket.com),through its wholly owned subsidiary, NYM Holding, Inc., is an Asian/Chinese grocery supermarket chain in the North Eastern U.S. providing food and other merchandise hard to find in mainstream grocery stores. Since NYM was formed in 1995, it has targeted the Chinese and other Asian populations in the U.S. with a deep cultural understanding of its consumers' unique consumption habits. iFresh currently has ten 10 retail supermarkets across New York, Massachusetts and Florida. iFresh Inc. reported a net loss of $12 million for the year ended March 31, 2019, compared to a net loss of $791,293 for the year ended March 31, 2018. As of June 30, 2019, the Company had $109.55 million in total assets, $110.91 million in total liabilities, and a total shareholders' deficiency of $1.35 million. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 28, 2019, citing that the Company incurred operating losses and did not meet the financial covenant required in its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INNOPHOS INC: S&P Puts 'BB' ICR on Watch Neg. on One Rock Deal -------------------------------------------------------------- S&P Global Ratings placed its 'BB' issuer credit rating on Cranbury, N.J.-based Innophos Inc. on CreditWatch with negative implications. The CreditWatch placement follows the company's announcement that it has signed a definitive agreement to be acquired by financial sponsor One Rock Capital Partners LLC (One Rock) in a transaction valued at approximately $932 million, including the assumption of debt. If the transaction goes through, S&P believes that the company's private equity ownership would lead to more aggressive financial policies and result in a more aggressive capital structure than the rating agency currently expects at the company. "The CreditWatch with negative implications reflects our view that we could lower our ratings on Innophos, if we believe that the company's debt leverage will be higher than we expect at the current rating, or if we anticipate more aggressive financial policy following the acquisition of the company by private equity sponsor One Rock," S&P said. "We may affirm the rating on Innophos if the transaction does not go ahead and the company's operating performance and weighted average credit metrics remain in line with our expectations of funds from operations (FFO) to debt between 20%-30%," the rating agency said. INSYS THERAPEUTICS: Chubb Companies Say Policies Need Consent ------------------------------------------------------------- ACE Property and Casualty Insurance Company, Westchester Surplus Lines Insurance Company, Illinois Union Insurance Company, Federal Insurance Company, Chubb Custom Insurance Company and Chubb Indemnity Insurance Company ("Chubb Companies") object to the Disclosure Statement for Joint Chapter 11 Plan of Liquidation Proposed by Insys Therapeutics and its Affiliated Debtors. A disclosure statement should not be approved where the related plan is unconfirmable. Without the Chubb Companies' and perhaps other insurers' tender of their respective policies and/or any proceeds thereof, the Plan is largely unfunded and, as such, is not feasible. According to the Chubb Companies, the Disclosure Statement and Plan contemplate an improper transfer of proceeds under the Insurance Programs between the Trusts resulting in a further impermissible modification of the terms and conditions of the Insurance Programs. To the extent that the Debtors under the Disclosure Statement and Plan seek to transfer or assign the Insurance Programs to the Trusts or entities not otherwise covered under the Insurance Programs, the Chubb Companies aver that such transfer or assignment cannot occur without the express written consent of the Chubb Companies. A copy of the objection dated Oct. 15, 2019, is available at https://tinyurl.com/yxpxswjt from PacerMonitor.com at no charge. The Chubb Companies are represented by: Lawrence J. Kotler, Esq. Drew S. McGehrin, Esq. 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801 Telephone: 302-657-4900 E-mail: LJKotler@duanemorris.com DSMcGehrin@duanemorris.com - and - Wendy M. Simkulak, Esq. 30 South 17th Street Philadelphia, PA 19103 Telephone: (215) 979-1000 E-mail: WMSimkulak@duanemorris.com About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. --http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. IRB HOLDING: S&P Raises ICR to 'B+' on Jimmy John's Acquisition --------------------------------------------------------------- S&P Global Ratings raised the ratings on Atlanta, Ga.-based restaurant holding company IRB Holding Corp. (Inspire Brands), including its issuer credit rating to 'B+' from 'B', and removed all ratings from CreditWatch, where it placed them with positive implications on Sept. 25. At the same time, S&P raised its issue-level rating on the company's senior secured term loan to 'B+' from 'B' and on the company's senior unsecured notes to 'B-' from 'CCC+'. The recovery ratings are unchanged at '3' and '6', respectively. The rating actions follow the company's announcement of the completion of its acquisition of Jimmy John's, LLC (Jimmy John's) in exchange for equity and assumption of existing debt. According to S&P, the company strengthened its business and improved cash flow metrics despite integration risk in its highly acquisitive model. S&P expects modest margin improvement from the addition of a highly franchised Jimmy John's, which generates above-average margins, and efficiencies of scale to result from implementing shared services across the five brands (Jimmy John's, Arby's, Buffalo Wild Wings [BWW], Sonic, and Rusty Taco). Inspire Brands will also benefit from leveraging current competitive strength from each brand across its platform over time. These strengths include the robust technology at Sonic and delivery expertise at Jimmy John's. Furthermore, S&P expects cash flow stability to improve given Jimmy John's 98% franchised restaurant base. Nevertheless, the rating agency believes the addition of Jimmy John's is indicative of an aggressive growth strategy, especially considering integration of previously acquired brands remains in progress. S&P believes operational complexity and integration risk are heightened with this recent transaction and it anticipates future acquisitions over the medium term. The stable outlook reflects S&P's expectation that credit metrics will improve over the next 12-24 months as key initiatives at BWW along with a decent pace of restaurant growth at each concept result in profit expansion. The rating agency expects adjusted leverage of about 8.0x to improve to the mid- to high-6.0x area in fiscal year 2020, as Jimmy John's is integrated and adjusted EBITDA expands to about $1 billion. S&P said it could lower its ratings if integration difficulties, unsuccessful initiatives, or adverse macroeconomic conditions result in a weakening competitive position, and its expectation for deteriorating profitability and more volatile operating results. For example, if initiatives at BWW (about 50% of revenue) do not produce consistently positive same-store sales while other concepts experience traffic declines and slumped franchise restaurant growth, S&P could lower the rating. In this scenario, S&P would expect leverage improvement to lag its expectations. "We could raise the ratings if Inspire Brands improves profitability while further enhancing brand image and overall scale, and pursues a less aggressive financial policy than it has to date. This would require sustained positive topline trends at each concept and significantly increased franchise mix," S&P said, adding that it could also raise its ratings if the company meaningfully outperforms the rating agency's base case forecast, resulting in adjusted leverage sustaining below 5.0x with minimal possibility of a re-leveraging event. S&P views this as less likely, given the company's track record of large-scale, debt-financed acquisitions. LA VINAS MD: Exclusive Period to File Plan Extended to Nov. 25 -------------------------------------------------------------- Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended to Nov. 25 the period during which L.A. Vinas, M.D., PA has the exclusive right to file a Chapter 11 plan of reorganization. L.A. Vinas can solicit acceptances for the plan until Jan. 24, 2020. About L.A. Vinas Based in West Palm Beach, Florida, L.A. Vinas, M.D., P.A. owns plastic surgery, med spa & skin care centers. It offers breast augmentation, body contouring, liposuction, breast lift, face lift, gynecomastia, tummy tuck, facial, and butt lift services. The Company previously sought bankruptcy protection on April 17, 2017 (Bankr. S.D. Fla. Case No. 17-14765). L.A. Vinas, M.D., P.A., again filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-17065) on May 29, 2019. At the time of the filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Judge Erik P. Kimball oversees the case. Kelley, Fulton & Kaplan, P.L., is the Debtor's legal counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of L.A. Vinas, M.D., P.A., according to court dockets. LBI MEDIA: Reorganization Plan Declared Effective Oct. 15 --------------------------------------------------------- The effective date of the third amended joint Chapter 11 plan of reorganization of LBI Media Inc and its debtor-affiliates occurred on Oct. 15, 2019, after the U.S. Bankruptcy Court for the District of Delaware confirmed the Debtors' reorganizational plan on April 17, 2019. About LBI Media Headquartered in Burbank, California, LBI Media -- http://www.lbimedia.com/-- is a national television and radio broadcasting company that was co-founded in 1987 by Lenard Liberman, LBI's chief executive officer, and his father Jose Liberman, who immigrated to the United States from Mexico in 1946. LBI is a national media company that owns or licenses 27 Spanish-language television stations and radio stations in the United States, as well as EstrellaTV, a Spanish-language television broadcast network. LBI Media Inc and more than 15 of its affiliates filed for bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov. 21, 2018. In the petition signed by CFO Brian Kei, the Debtors reported total assets of $238.7 million and total liabilities of $532.9 million as of June 30, 2018. Richards Layton & Finger, P.A., and Weil, Gotshal & Manges LLP serve as counsel to the Debtors. Guggenheim Securities LLC has been tapped as investment banker, Alvarez & Marsal North America LLC as financial advisor, and Epiq Corporate Restructuring LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on Dec. 6, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of LBI Media, Inc. and its affiliates. The Committee tapped Squire Patton Boggs (US) LLP as lead counsel, Bayard, P.A., as co-counsel, and Dundon Advisers LLC as financial advisor. LIBERTYVILLE IMAGING: May Continue Cash Collateral Use Thru Dec. 11 ------------------------------------------------------------------- Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois entered a second interim order authorizing Libertyville Imaging Associates, Inc. to use Byline Bank's cash collateral. A status hearing on the Debtor's right to use cash collateral and entry of a final order will be held on Dec. 2, 2019 at 10:00 a.m. The Debtor may use cash collateral only to pay actual, ordinary and necessary operating expenses for purposes and up to the amounts set forth in the Budget. Byline Bank is granted valid, binding, enforceable and perfected liens and security interests in and on any of the Debtor's now owned collateral, or collateral acquired since the Petition Date, wherever located, to the same extent, validity and priority held by Byline Bank prior to the Petition Date and to the extent of any post-petition diminution of the collateral owned by the Debtor. The Debtor is to maintain insurance coverage on the LAI Personal Property. The Debtor will not commingle Byline Bank's Cash Collateral with monies from other sources and will deposit all Byline Bank's Cash Collateral in a debtor-in-possession bank account that is funded only with Byline Bank's Cash Collateral. In addition, the Debtor will deliver to Lender such reasonable financial and other information concerning the business and affairs of the Debtor as Byline Bank will reasonably request from time to time and will permit Byline Bank to inspect Debtor's books and records and its collateral. The Debtor will also provide Byline Bank with reconciliation report of actual income and disbursements from the prior month as compared to the budget. The Debtor's authority to use cash collateral will remain in effect until the earliest of (a) Dec. 11, 2019; (b) the appointment of a trustee; (c) conversion of the case to a case under Chapter 7 of the Bankruptcy Code; (d) the dismissal of the case; or (e) determination of the Court of a material breach of the Order by the Debtor. A copy of the Third Interim Order is available at PacerMonitor.com at https://tinyurl.com/y6sbkdkj at no charge. About Libertyville Imaging Libertyville Imaging Associates, Inc. -- http://libertyvilleimaging.com/-- owns and operates a medical diagnostic imaging center in Libertyville, Illinois. The Center offers arthogram, bone densitometry-DEXA scan, CT scan, diagnostic imaging-xray, MRI, and ultrasound procedures. Libertyville Imaging Associates sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-24323) on Aug. 28, 2019. In the petition signed by Shoukath Ahmed, president, the Debtor listed total assets at $1,223,892, and total liabilities at $5,573,906. The Hon. Benjamin A. Goldgar is the case judge. FOSTER LEGAL SERVICES, PLLC, is the Debtor's counsel. M3LIVE BAR: Disclosure Statement Hearing on Dec. 11 --------------------------------------------------- A hearing will be held on the disclosure statement in support of M3Live Bar & Grill, Inc.'s Chapter 11 Plan on Dec. 11, 2019, at 10:00 a.m. in Courtroom 5B of the United States Bankruptcy Court, located at 411 West Fourth Street, Santa Ana, CA 92701, to consider and rule on the adequacy of the information contained in the Disclosure Statement. Objections are due 14 days prior to the hearing. As reported in the TCR, M3Live Bar & Grill, Inc., which operates a performance and event center in Anaheim, California, via a lease with landlord P.A. Poon & Son, Inc., has filed with the bankruptcy court a Chapter 11 plan of reorganization that provides for the Debtor to: -- continue operating the Event Center; and -- pay allowed priority claims and secured claims with interest, and holders of allowed general unsecured claims in full with interest at the federal judgment rate, either through operations or a sale of the Lease and Event Center. Holders of general unsecured claims totaling $1 million will be paid in full with quarterly payments in equal amount on the first date of each calendar quarter following the Effective Date or upon the sale of the Event Center. Allowed general unsecured claims will accrue interest at the federal judgment rate. A copy of the Disclosure Statement filed Oct. 15, 2019, is available at https://is.gd/gdqFLe from PacerMonitor.com free of charge. About M3Live Bar & Grill M3Live Bar & Grill, Inc. operates a performance & event center in Anaheim, California. Its grand ballroom has a capacity of 100 to 700 guests. Visit http://www.m3live.netfor more information. M3Live Bar & Grill filed a voluntary petition under Chapter 11 of Title 11 of the United States Code (Bankr. C.D. Cal. Case No. 19-10814) on March 7, 2019. In the petition signed by Musa Madain, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Theodor Albert. Robert P. Goe, Esq., at GOE & FORSYTHE, LLP, serves as the Debtor's counsel. MAMA'S HAWAIIAN: Beltway Wants Details of Sale in Plan ------------------------------------------------------ Beltway Capital Management, LLC, a secured creditor of debtor Mama's Hawaiian Bbq, Inc., objects to the disclosure statement of the Debtor's Chapter 11 plan of reorganization. According to Beltway, the Disclosure Statement does not contain adequate information as defined by 11 U.S.C. Sec. 1125(a)(1) to allow creditors to make an informed judgment whether to accept or reject the Debtor's Plan pursuant to 11 U.S.C. Sec. 1125(b). Furthermore, it says the Debtor has not demonstrated that the Plan is feasible or fair and equitable. Beltway notes that the Plan simply proposes that allowed secured claims, including Beltway Capital's class 3A claim, will be paid in full from sale proceeds. However, there is no information about whether there is a pending sale offer, what the purchase amount is or will be, or the Debtor's plans to market the property and within how many months the sale will be completed. There is no timeline for the sale to occur and hypothetically, the Debtor could take years to sell the property. The Disclosure Statement also fails to provide information regarding the different interest rates proposed in Classes 6A and 8A (6.5%, 2.0% and 6.0%) for Beltway's two claims that are secured by personal property of the Debtor. Information regarding how the Debtor determined the secured and unsecured amounts of the Class 6A claim is also not provided. A copy of the objection dated Oct. 15, 2019, is available at https://tinyurl.com/y2q944vp from PacerMonitor.com at no charge. Beltway Capital is represented by: Alissa Brice Castañeda QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 About Mama's Hawaiian Bbq Mama's Hawaiian Bbq Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-02002) on Feb. 26, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of the same range. The case has been assigned to Judge Scott H. Gan. Eric Slocum Sparks, PC, is the Debtor's legal counsel. MERIDIAN MARINA: Exclusive Period to File Plan Extended to Dec. 20 ------------------------------------------------------------------ Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern District of Florida extended Dec. 20 the period during which only Meridian Marina & Yacht Club of Palm City, LLC can file a Chapter 11 plan. The company can solicit acceptances for the plan until Feb. 18, 2020. About Meridian Marina & Yacht Club Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-18585) on June 27, 2019. In the petition signed by Timothy Mullen, member/manager, the Debtor disclosed $8,528,155 in assets and $5,790,533 in liabilities. The Hon. Erik P. Kimball oversees the case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan, P.L., serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MSI DELIVERY: Heritage Global Ok'd to Conduct Auction of IP Assets ------------------------------------------------------------------ Heritage Global Patents & Trademarks has been approved by the Bankruptcy Court to conduct an auction of the Smoke Gun Patent and other Intellectual Property of MSI Delivery Systems. The primary application of the technology protected by the patents would be as a Tactical Tool for Law Enforcement and Military Applications particularly in Crowd Control / Crowd Dispersion / Riot Control Situations / Military Tactical Situations You can view the Video Demonstration of the Smoke Gun in Action at https://www.youtube.com/watch?v=HaGGblwO-Do Likely Users of the Products Covered by These Patents: * Law Enforcement Agencies Around the World * Military Forces Around the World Military * The US Department of Defense and Similar Agencies Around the World * Special Operations Branches Around the World * Border Control Forces Around the World * Movie Special Effects / Performance Special Effects, etc. Prototypes are available for inspection (by appointment only) of the Standalone Device, Backpack Unit and Robot Unit * View Patent Analysis Report US 9267677 B2-Device for Generating Large Volumes of Smoke at https://is.gd/fAREf1 * View Patent PDF US 9267677 B2 – Device for Generating Large Volumes of Smoke at https://is.gd/38ZTNR * View Patent Info Spreadsheet * View Interactive Patent Analysis at https://is.gd/dDMqBk Click Link and enter word: smoke where passcode is requested. Various analytical views are available using the Navigation Links on the left hand side of the resulting page * View Technology Report at https://is.gd/QwQVp7 For more info: https://www.hgpauction.com/auctions/101021/msi-delivery-systems/ About Heritage Global Inc. Heritage Global Inc. (OTCQB: HGBL)(CSE: HGP) -- http://www.heritageglobalinc.com/-- is a value-driven, innovative leader in corporate and financial asset liquidation transactions, valuations and advisory services. Heritage Global focuses on identifying, valuing, acquiring and monetizing underlying tangible and intangible assets in twenty-eight global manufacturing and technology sectors. Heritage Global acts as an adviser, as well as a principal, acquiring or brokering turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios, intellectual property, and entire business enterprises. About Heritage Global Patents & Trademarks Heritage Global Patents & Trademarks is the Intellectual Property Division of Heritage Global Inc. and provides a platform for corporations to monetize: * Patents no longer part of strategic corporate objectives * Patents which have never been commercialized and for which there are no plans to use * Orphan Patents acquired in mergers and acquisitions that are non-core and not needed * Unwanted patents representing ongoing cost but whose market value declines with every year of non-use NAUTILUSTHINK INC: NY State Ordered to Show Cause vs. Sale ---------------------------------------------------------- The Hon. Arthur F. Engoron of the Supreme Court of the State of New York ordered the attorney general of the State of New York and all person interested in NautilusThink Inc., including but not limited to creditors, to show cause before the Court, held at the Courthouse of the IAS Part 37 of the Supreme Court of the State of New York, 60 Centre Street, Room 418, County of New York, on Nov. 12, 2019, at 10:00 a.m., why an order should not be made and entered pursuant to Section 510 and 511 of the New York Not-for-Profit Corporation Law: i) granting the petition in its entirety; ii) approving the sale of all or substantially all of the assets of NautilusThink Inc. to NautilusNext Inc. pursuant to the purchase and sale agreement dated as of June 20, 2019, and the first amendment to the purchase and sale agreement dated Sept. 3, 2019. iii) ordering that the proceeds of the sale, after paying all debts and known liabilities of NautilusThink Inc. pursuant to the purchase sale agreement, be used in furtherance of NautilusThink Inc.'s charitable purpose; and iv) granting NautilusThink Inc. such further and other relief as the Court may deem jus and proper. Objections to the relief sought, if any, must be filed on Nov. 6, 2019. Nautilusthink Inc. is an Arts, Culture and Humanities organization that provides assistance in the form of Charitable Organization. NEONODE INC: Appoints Urban Forssell as New CEO ----------------------------------------------- Neonode Inc.'s Board of Directors has appointed Urban Forssell as new chief executive officer, effective latest Jan. 1, 2020. "I am very pleased to welcome Urban Forssell to Neonode. He brings to the Company a demonstrated track record of outstanding business leadership and high technical skills that will be crucial to Neonode's success moving forward," says Ulf Rosberg, Chairman of the Board. "I look forward to joining Neonode and feel inspired to work with the team and the Board of Directors to develop and grow the company. I'm impressed by Neonode's technology base and know-how and see great potential in the company," says Mr Forssell. Effective immediately Hakan Persson resigns from his position as chief executive officer and to ensure a smooth transition, Maria Ek, chief financial officer at Neonode, will act as interim chief executive officer until Mr. Forssell joins the company. "On behalf of the Board of Directors and Neonode Executive team, we thank Hakan for his valuable contributions to grow our global sales presence and partner network and wish him well in his next endeavors," continues Ulf Rosberg. Mr. Forssell, age 49, has served since 2013 as a vice president and between 2011 and 2013 as a general manager at Ohlins Racing AB. His positions at Ohlins Racing have included responsibility for sales and marketing of MC and Automotive suspension systems, research and development, and quality assurance. Prior to joining at Ohlins Racing, Mr. Forssell served as manager at Autoliv Electronics AB from 2010 to 2011. Prior to that, he served as president and chief executive officer at NIRA Dynamics AB between 2001 and 2010. Mr. Forssell has a Ph. D. in Automatic Control and a M.Sc. in Applied Physics and Electrical Engineering, both from Linkoping University in Sweden. Upon the commencement of his employment, Mr. Forssell will be entitled to a gross monthly salary of SEK 175,000 (approximately US$18,000) per month under the terms of his employment agreement. His salary will be reviewed on an annual basis. Mr. Forssell further will be entitled to receive a yearly bonus up to a maximum of 50% of his total yearly salary based on his performance as chief executive officer and the financial performance of the Company. Mr. Forssell may terminate his employment with six months' notice and the Company may terminate his employment with twelve months' notice. During either such termination period, Mr. Forssell will be entitled to receive his monthly salary and all other employment benefits. The terms of the employment agreement with Mr. Forssell contain other customary provisions. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops, manufactures, and sells advanced sensor modules based on the company's proprietary zForce AIR technology. Neonode zForce AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. The Company also develops and licenses user interfaces and optical interactive touch solutions based on its patented zForce CORE technology. The company is headquartered in Stockholm, Sweden and was established in 2001. Neonode reported a net loss attributable to the Company of $3.06 million for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company of $4.70 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $11.34 million in total assets, $3.71 million in total liabilities, and $7.62 million in total stockholders' equity. "We have experienced substantial net losses in each fiscal period since our inception. These net losses resulted from a lack of substantial revenues and the significant costs incurred in the development and acceptance of our technology. Our ability to continue as a going concern is dependent on our ability to implement our business plan. If our operations do not become cash flow positive, we may be forced to seek sources of capital to continue operations. No assurances can be given that we will be successful in obtaining such additional financing on reasonable terms, or at all. If adequate funds are not available when needed on acceptable terms, or at all, we may be unable to adequately fund our business plan, which could have a negative effect on our business, results of operations, and financial condition," the Company said in its Annual Report on Form 10-K for the year ended Dec. 31, 2018. NONINVASIVE MEDICAL: Seeks to Hire Larson Zirzow as Legal Counsel ----------------------------------------------------------------- Noninvasive Medical Technologies, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Larson Zirzow & Kaplan, LLC as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) prepare legal papers necessary to administer the Debtor's bankruptcy estate; (b) take all necessary actions in connection with any proposed sale or plan of reorganization; and (c) take all necessary actions to protect and preserve the estate of the Debtor including the prosecution of actions on its behalf and the negotiation of disputes in which the Debtor is involved. The firm's hourly rates are: Shareholders $500 Paraprofessionals $220 Larson Zirzow received a retainer in the amount of $40,000 Matthew Zirzow, Esq., at Larson Zirzow, assures the court that the firm and its attorneys are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matthew C. Zirzow, Esq. Larson Zirzow & Kaplan, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 Email: mzirzow@lzklegal.com About Noninvasive Medical Technologies Noninvasive Medical Technologies, Inc. -- https://www.zoefluidmonitor.net/ -- is a medical device company specializing in the development of non-invasive technologies for the monitoring of fluid status and cardiac performance (cardiac output, contractility, etc.) in the fields of cardiology, dialysis treatment and trauma and critical care medicine. Noninvasive Medical Technologies filed its voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 19-16210) on Sept. 26, 2019. In the petition signed by Bruce Ferguson, director, the Debtor estimated $259,083 in total assets and $12,575,959 in total liabilities. The case is assigned to Judge August B. Landis. Matthew C. Zirzow, Esq. at Larson Zirzow & Kaplan, LLC is the Debtor's legal counsel. NULIFE MULHOLLAND: Seeks Access to Cash Collateral Through April 1 ------------------------------------------------------------------ NuLife Mulholland LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to use cash collateral to pay its ordinary and necessary expenses for a period of approximately 120 days through April 1, 2020 as set forth in the budget. There are only three known alleged secured creditors to the Debtor's knowledge. The present amount of total alleged secured claimants is about $5 million of which is also cross collateralized against the Debtor's property which has a value of about $7 million. The first and second priority lenders are also the first and second priority lenders on the Debtor's property. They are both currently being held in the name of Stonebriar Commercial Finance. The first priority claim is in the approximate amount of $2,260,500 and the second deed of trust is nin the approximate amount of $1,581,000. The third priority claim is held by Last Chance Funding Inc. -- a merchant lender and is alleged to have a confession of judgement in the approximate amount of $30,000 in New York. The Debtor contends that the value of its real estate provides more than adequate protection to Stonebriar's claims (first and second priority) and, as such, at this time no adequate protection payments should be required for the Stonebriar claims. The Debtor believes Last Chance's claim is under-secured and as such no payment should be made to it. Furthermore, the confession of judgement in New York has not been converted to California judgment. The Debtor contends that it does not qualify for conversion since Last Chance failed to follow California law regarding confessions of judgment. In addition, the Debtor proposes that replacement liens would be issued in the same validity, extent and priority sa existed on the Petition Date. A copy of the Motion is available at PacerMonitor.com at https://tinyurl.com/y3f5npug at no charge. About NuLife Mulholland LLC NuLife Mulholland LLC owns and operates an addiction treatment center in California. The Company owns in fee simple 11.2 acres with 7400 square foot house and 800 square foot guest house located in Calabasas, California having an appraised value of $7 million. The Company also owns in fee simple a two-acre lot with small vineyard valued at $750,000. NuLife sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12407) on Sept. 24, 2019. In the petition signed by its managing member, John D. Meints, Jr., the Debtor disclosed $8,028,177 in assets and $5,180,697 in debts. The Law Offices of Robert M. Yaspan serves as the Debtor's counsel. Judge Martin R. Barash is assigned to the case. ORCHIDS PAPER: Files First Amended Liquidating Plan --------------------------------------------------- Orchids Paper Products Company, et al., filed a First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation. The Debtors' assets have already been transferred from the Debtors to Cascades Holding US Inc. as part of the close of sale. The Debtors have sold their operating assets to Cascades for $207 million plus certain additional cash payments and the assumption of certain liabilities. The Combined Plan and Disclosure Statement provides that upon the Effective Date: (i) Liquidating Trust Assets will be transferred to the Liquidating Trust; and (ii) after completing all of their ordinary course business operations and fiduciary obligations, the Debtors will be dissolved on the Effective Date and all responsibility thereafter will transfer to the Liquidating Trust. The Liquidating Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Combined Plan and Disclosure Statement. Holders of Claims in Class 4, which consist of Holders of General Unsecured Claims, are impaired and will be paid by the Liquidating Trust Assets. The Liquidating Trust Assets will be comprised of: (i) the Orchids Investment Settlement Payment, which is Cash equal to $825,000 that is currently held in escrow pending Confirmation; (ii) the Estate Claims. Orchids Investment will not be entitled to any Distribution on account of the Allowed Orchids Investment Deficiency Claim until all other Allowed General Unsecured Claims are paid in full. The Debtors estimate that the aggregate amount of Allowed General Unsecured Claims will be approximately $37,058,310, $13,451,856 of which is the Orchids Investment Deficiency Claim. Any recovery under the Combined Plan and Disclosure Statement to Holders of Allowed General Unsecured Claims is contingent upon the continued investigative efforts of the Committee and any recoveries by the Liquidating Trust on account of the Estate Claims transferred to the Liquidating Trust. A full-text copy of the Disclosure Statement dated Oct. 15, 2019, is available at https://tinyurl.com/y3wpwfga from PacerMonitor.com at no charge. About Orchids Paper Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. Andrew Vara, acting U.S. trustee for Region 3, on April 15, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware counsel. PG&E CORPORATION: Schulte Roth, Bienert Update Utility Bondholders ------------------------------------------------------------------ In the Chapter 11 cases of PG&E Corporation and Pacific Gas and Electric Company, et al., the law firms of Schultz Roth & Zabel LLP and Bienert Katzman PC filed an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Utility Bondholders that they are representing. In October 2019, the Utility Bondholders retained Schulte Roth and Bienert Katzman to advise them, solely in their capacity as Utility Bondholders, in connection with the chapter 11 cases of the Utility and PG&E Corporation. As of Oct. 23, 2019, the Utility Bondholders and their disclosable economic interests are: (1) Anchorage Capital Group, L.L.C. 610 Broadway, 6th Floor New York, NY 10012 * Utility Bonds: $157,000,000 * DIP Loan Obligations: $22,500,000 * PG&E Common Shares: 24,905,000 (2) Centerbridge Partners, L.P. 375 Park Avenue, 11th Floor New York, NY 10152 * Utility Bonds: $338,618,000 * Utility Revolver: $4,935,725 * Subrogation Claims: $189,875,301 * PG&E Common Shares: 8,826,985 * Utility Preferred Shares: 80,884 (3) Fidelity Management & Research Company 245 Summer Street Boston, MA 02210 * Utility Bonds: $376,750,000 * PG&E Common Shares: 11,788,000 (4) Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 * Utility Debt: $134,646,158.80 * Subrogation Claims: $74,934,854.02 * Trade Vendor Claims: $11,166,029.27 * PG&E Common Shares: 17,887,000 (5) SteelMill Master Fund LP c/o PointState Capital LP 40 West 57th Street, 25th Floor New York, NY 10019 * Utility Bonds: $209,046,000 * PG&E Common Shares: 6,251,765 Schulte Roth and Bienert Katzman represent only the Utility Bondholders, solely in their capacity as Utility Bondholders, in connection with the Debtors' restructuring. The Utility Bondholders determined to jointly retain Schulte Roth and Bienert Katzman, to protect their legal rights in connection with the Joint Chapter 11 Plan of Reorganization of Official Committee of Tort Claimants and Ad Hoc Committee of Senior Unsecured Noteholders, dated October 17, 2019, including (without limitation) (a) the right of all holders of Utility Bonds to be treated equally and fairly, and to not be discriminated against, in relation to the holders of Utility Bonds that are members of the Ad Hoc Committee, and (b) the right to ensure that any debt and/or equity financings contemplated by the TCC/Ad Hoc Committee Plan are subjected to a market test so as to permit the Debtors to obtain the most favorable terms available. Schulte Roth and Bienert Katzman do not represent or purport to represent any other person or entities with respect to these chapter 11 cases. Schulte Roth and Bienert Katzman do not represent the Utility Bondholders as a "committee" and do not undertake to represent the interests of, and are not a fiduciary for, any other creditor, party in interest, or other entity. In addition, as of the date of this Amended Statement, no Utility Bondholder represents or purports to represent any other entity in connection with these chapter 11 cases. Moreover, no Utility Bondholder has or is a party to any agreement to act as a group or in concert with respect to its interests in the Debtors and each Utility Bondholder has the unrestricted right to act as it chooses in respect of such interests without respect to the actions or interests of any other party. Counsel to certain Utility Bondholders can be reached at: SCHULTE ROTH & ZABEL LLP Adam C. Harris, Esq. James T. Bentley, Esq. Kelly (Bucky) Knight, Esq. 919 Third Avenue New York, NY 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955 E-mail: adam.harris@srz.com james.bentley@srz.com kelly.knight@srz.com - and - BIENERT | KATZMAN PC David M. Guess, Esq. 903 Calle Amanecer, Suite 350 San Clemente, CA 92673 Telephone: (949) 369-3700 Facsimile: (949) 369-3701 E-mail: dguess@bienertkatzman.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/VYyDgW 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 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. PINE CREEK MEDICAL: Allowed to Use Cash Collateral on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorizes Pine Creek Medical Center LLC to use cash collateral and the proceeds of all collateral pledged to CrossFirst Bank. CrossFirst Bank consents to the Debtor's use of the Pre-Petition Collateral and cash collateral only upon the conditions contained in the Final Order. The Final Order provides that the Debtor wired cash collateral in the amount of the Approximate Petition Date Balance to CrossFirst Bank. As adequate protection, the Debtor will wire the Final Balance in the amount of $14,131.89 to CrossFirst Bank. As of the Petition Date, the Debtor was party to that certain Commercial Loan Agreement and Revolving Line of Credit Agreement with CrossFirst Bank, pursuant to which the Debtor was indebted to CrossFirst Bank in the approximate non-contingent liquidated amount of no less than $375,312, secured by valid, enforceable, properly perfected, first priority, and unavoidable liens on and security interests encumbering substantially all assets of the Debtor. A copy of the Final Order is available at PacerMonitor.com at https://tinyurl.com/y4nan2bc at no charge. About Pine Creek Medical Center Pine Creek Medical Center, LLC, owns and operates a general medical and surgical hospital. Pine Creek Medical Center filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-33079) in Dallas, Texas, on Sept. 13, 2019. In the petition signed by CRO Mark D. Shapiro, the Debtor was estimated to have assets at $1 million to $10 million and liabilities at $10 million to $50 million. Judge Harlin DeWayne Hale oversees the case. HUSCH BLACKWELL, LLP, is the Debtor's counsel. PITBULL REALTY: Exclusivity Period Extended to Dec. 28 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Hampshire extended to Dec. 3 the period during which only Pitbull Realty Group, Inc. can file a Chapter 11 plan. Pitbull Realty cannot file a plan until Fireball Realty, LLC's issue with secured creditor Bar Harbour Bank is resolved. The hearing on Bar Harbour's motion for relief from automatic stay is currently scheduled for Nov. 6. Pitbull Realty's Chapter 11 proceeding is a companion case to Fireball Realty's bankruptcy case (Case No. 19-10922). About Pitbull Realty Pitbull Realty Group, Inc. is a limited liability company engaged in single asset real estate, with principal place of business at 373 South Willow Street, Manchester, New Hampshire. Pitbull Realty Group Inc. sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-10923) on June 28, 2019. The Debtor estimated less than $1 million in assets and/or liabilities. WILLIAM S. GANNON PLLC is the Debtor's counsel. PRO SOUTH: May Use Regions Bank Cash Collateral Until Jan. 31 ------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Pro South, Inc. to continue to use the cash collateral of Regions Bank until Jan. 31, 2020 in accordance with the provisions of the Third Interim Order. The final hearing on Debtor's use of cash collateral will be heard on Jan. 21, 2020 at 9:30 a.m. The Debtor may use cash collateral for: (i) general working capital purposes and general corporate purposes relating to the post-petition operations; and (ii) payment of the costs and expenses associated with its chapter 11 case, all in accordance with the terms of the Debtor's budget. Commencing on Oct. 31, 2019, the Debtor will pay Regions Bank $20,000 per month as adequate protection for its secured claim. Such payment will continue each month until (i) termination of the Third Interim Order by its terms; (ii) further order of the Court; or (iii) confirmation of any plan of reorganization in Debtor's chapter 11 proceeding. The Debtor will increase the adequate protection payments to $22,500 commencing with the payment due in November 2019 and for each and every month thereafter. The Third Interim Order further contains the payment of adequate protection payments to the IRS in the amount of $3,500 a month. A copy of the Third Interim Order is available at PacerMonitor.com at https://tinyurl.com/y4jhu9v7 at no charge. About Pro South Pro South, Inc., is a logging contractor, and operates a woodyard and sawmill in Booneville, Mississippi. Pro South sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 19-42427) on Sept. 4, 2019. In the petition signed by CEO Roderick Kagy, the Debtor estimated assets at $500,000 to $1 million, and liabilities at $1 million to $10 million. Judge Brenda T. Rhoades oversees the case. JOYCE W. LINDAUER ATTORNEY, PLLC, is counsel to the Debtor. PROMISE HEALTHCARE: Exclusivity Period Extended to Nov. 15 ---------------------------------------------------------- Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended the period during which Promise Healthcare Group, LLC and its affiliates have the exclusive right to file a Chapter 11 plan through Nov. 15 and to solicit acceptances for the plan through Jan. 14, 2020. An extension of the exclusivity period will provide the companies sufficient time to engage in further productive discussions with the unsecured creditors' committee and other stakeholders concerning the plan, according to court filings. About Promise Healthcare Established in 2003, Promise Healthcare is a specialty post-acute care health company headquartered in Boca Raton, Florida. Promise Healthcare Group, LLC, and its affiliates sought bankruptcy protection on Nov. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12491). In the petition signed by Andrew Hinkelman, CRO, the Debtors estimated assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped DLA Piper LLP and Waller Lansden Dortch & Davis, LLP, as general counsel; FTI Consulting, as financial and restructuring advisor; Houlihan Lokey and MTS Health Partners, L.P., as investment bankers; and Prime Clerk LLC as claims agent. PTC INC: Moody's Affirms Ba2 CFR & Alters Outlook to Negative ------------------------------------------------------------- Moody's Investors Service affirmed PTC Inc.'s Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and the Ba3 ratings on the company's existing $500 million unsecured notes. The Speculative Grade Liquidity Rating was maintained at SGL-2. The outlook was revised to negative from stable following the company's announcement of the $470 million, largely debt financed acquisition of Onshape, a SaaS-based provider of computer aided design solutions featuring integrated data management and collaboration tools. Despite the strategic benefits of this transaction which meaningfully enhance PTC's cloud product capabilities, the resulting increase in the company's LTM debt leverage (Moody's adjusted) to 6.7x from 4.0x as of September 30, 2019 negatively impacts the company's credit quality. Moody's affirmed the following ratings: Corporate Family Rating -- Ba2 Probability of Default Rating -- Ba2-PD Senior Unsecured Notes due 2024 -- Ba3 (LGD5) Outlook Action: Outlook revised to Negative from Stable RATINGS RATIONALE PTC Inc.'s CFR is supported by the company's strong market position and an established customer base in the application software industry principally providing CAD and product lifecycle management products. Additionally, the healthy business visibility provided by PTC's largely recurring revenue model, coupled with modest capital expenditures, allow the company to generate healthy free cash flow. The company's credit quality is constrained by a leveraged capital structure with pro forma LTM debt/EBITDA of approximately 6.7x (Moody's adjusted, pro forma for Onshape transaction, approximately 5.5x after adjustments for changes in deferred revenue). PTC's exposure to economic cyclicality, particularly within the company's core industrial, aerospace, and automotive end markets which represent over 60% of total sales, also adds an element of risk to the company's operating prospects. Moreover, the potential for incremental acquisitions and share repurchase activity present concerns with respect to PTC's financial strategy. PTC's good liquidity, maintained at SGL-2, is supported by $327 million of cash and short term investments as of Sept 30, 2019 as well as projected pro forma revolver availability of $350-$400 million following an expected upsizing of this facility to $1 billion in the near term. The company's liquidity is further supported by Moody's projection of FCF in excess of $200 million in FY20. PTC's revolving credit facility is currently subject to maintenance covenants, including a 4.5x maximum total leverage ratio, a 3.0x maximum senior secured leverage ratio, and 3.0x minimum interest coverage ratio. In addition to the expectation that the Onshape transaction will be largely financed by revolver borrowings, Moody's believes that the company will be in compliance with these covenants over the next 12-18 months if there are no material changes to these terms in conjunction with the revolver upsizing. The negative outlook reflects Moody's expectation that debt leverage will remain elevated over the next 12-18 months. However, the outlook also incorporates Moody's forecast of healthy normalized revenue and cash flow growth during this period, coupled with PTC's stated plans to repay the debt associated with the Onshape acquisition by the first half FY22. The ratings could be upgraded if PTC expands revenues and EBITDA over the intermediate term such that the company realizes meaningfully greater scale with free cash flow to debt sustained above 20%. The ratings could be downgraded if PTC does not repay a meaningful portion of the borrowings from the Onshape financing over the next year or if weakening operating performance results in debt leverage sustained at elevated levels or FCF /debt falling below 15%. The principal methodology used in these ratings was Software Industry published in August 2018. RANCHER'S LEGACY: Has Final Nod to Use Cash Collateral Thru Jan. 24 ------------------------------------------------------------------- Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the District of Minnesota authorized Rancher's Legacy Meat Co., to use cash collateral through Jan. 24, 2020 pursuant to the budget and in accordance with the terms of the Final Order. The approved budget provides for $8,570,609 in total cash disbursements during the period Nov. 1 through Jan. 24, 2020. The Debtor is authorized and directed to grant adequate protection to Ratcliff and ULF on the terms as set forth in the motion. The replacement liens granted by the Debtor to Ratcliff and ULF will have the same dignity, priority and effect as their respective prepetition interests, if any. The replacement liens, however, will not attach to any claims arising pursuant to Chapter 5 of the Bankruptcy Code or any asset acquired by the Debtor post-petition. The Debtor will provide weekly reports to counsel for the Unsecured Creditors Committee -- which will be no later than the close of business on Wednesday of each week and cover the proceeding week's operations. The weekly reports will also be provided to counsel for James L. Ratcliff pending final resolution of the adversary proceeding brought by the Debtor and the Committee against Ratcliff in case no. 19-ap-3095. Ratcliff will also be entitled to inspect the premises and audit the books and records of the Debtor upon reasonable request. A copy of the Final Order is available at PacerMonitor.com at https://tinyurl.com/y6toccld at no charge. About Rancher's Legacy Meat Rancher's Legacy Meat Co. -- https://rancherslegacy.com/ -- owns and operates an animal slaughtering and processing facility in Vadnais Heights, Minnesota. Rancher's Legacy Meat was built to produce fresh and frozen ground meat in patty and bulk configurations. Rancher's Legacy sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-32928) on Sept. 20, 2019. In the petition signed by Arlyn J. Lomen, president, the Debtor listed total assets of $13,291,000 and total liabilities of $26,897,956 as of the Petition Date. Judge Michael E Ridgway is assigned the case. FOLEY & MANSFIELD P.L.L.P., represents the Debtor. The U.S. Trustee for Region 12 on Sept. 27, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rancher's Legacy Meat Company. REVOLAR TECHNOLOGY: Non-Insiders to Get 100% With Interest ---------------------------------------------------------- Debtor Revolar Technology, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado on Oct. 15, 2019, an amended disclosure statement to accompany its Amended Plan of Reorganization dated July 29, 2019. Holders of non-insider unsecured claims owed $1,150,562 will be paid 100% of the principal amount of their allowed claims, plus interest at the rate of 4% per annum. They will receive a pro-rata distribution equal to 40% of the Gross Revenue generated from the Effective Date of the Plan through December 31, 2021, and sixty (60%) percent of the Gross Revenue generated from January 1, 2022, through the end of the four-year Plan term. Insiders Steve Bachar and Victor Lazzaro, with unsecured claims of $306,709.70, will only be paid after all other unsecured claims have been paid in full with interest. Interest holders shall retain their interest in Revolar. The Funding Source is a private entity, and a condition of funding litigation to pursue the infringement claims is that its identity must remain private. It has a track record of funding intellectual property litigation and has previously engaged Sheridan for such purposes. A full-text copy of the Disclosure Statement dated October 15, 2019, is available at https://tinyurl.com/y55uhhyq from PacerMonitor.com at no charge. About Revolar Technology Inc. Creditors Nicole Bagley, Praful Shah and Julianna Evans Caplan filed an involuntary Chapter 7 petition against Revolar Technology Inc. (Bankr. D. Colo. Case No. 18-17812 ) on September 5, 2018. The case was converted to one under Chapter 11 on October 30, 2018, and was assigned to Judge Michael E. Romero. The Debtor hired Kutner Brinen, P.C., as its bankruptcy counsel. RIOT BLOCKCHAIN: All Five Proposals Approved at Annual Meeting -------------------------------------------------------------- Riot Blockchain, Inc. held its annual meeting of stockholders on Oct. 23, 2019, at which the stockholders: (a) elected each of Remo Mancini, Jason Les, and Benjamin Yi as members of the Board of Directors to serve until the next annual meeting of the stockholders or their earlier resignation, removal or death; (b) approved the appointment of Marcum, LLP, as the Corporation's independent registered public accounting firm for the year ending Dec. 31, 2019; (c) approved, on an advisory basis, the Corporation's executive compensation for the year ended Dec. 31, 2018; (d) selected a yearly frequency of future advisory votes on the Corporation's executive compensation; and (e) approved the 2019 Riot Blockchain, Inc. Equity Incentive Plan. As of the close of business on Sept. 3, 2019, the record date for the Annual Meeting, 23,555,930 shares of Riot's common stock were issued and outstanding and entitled to vote at the Annual Meeting. 14,530,420 Shares were represented in person or by proxy at the Annual Meeting, constituting more than 33 and 1/3% of the Shares and a quorum for conducting business according to the Corporation's bylaws. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- is focused on building, operating, and supporting blockchain technologies. Its primary operations consist of cryptocurrency mining, targeted development of a cryptocurrency exchange, and the identification and support of innovations within the sector. Riot Blockchain reported a net loss of $60.21 million in 2018 following a net loss of $19.97 million in 2017. As of June 30, 2019, the Company had $30.96 million in total assets, $4.82 million in total liabilities, and $26.13 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 2, 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. SAGE PARK: Seeks to Hire James Morton as New Legal Counsel ---------------------------------------------------------- Sage Park Place, Inc. and Social Investments Group II, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire James Morton, Esq., as their new legal counsel. Mr. Morton will substitute for George Geeslin, Esq., the attorney handling the Debtors' Chapter 11 cases. He has requested an advance fee deposit of $15,000 and will charge the Debtor an hourly fee of $350 for his services. Mr. Morton maintains an office at: James C. Morton, Esq. Suite 1350, Two Midtown Plaza 1349 West Peachtree Street Atlanta, GA 30309 Phone: (404) 966-5133 Emai: jcm-law@comcast.net About Oakmont Investment, et al. Oakmont Investment Group, LLC, and its affiliates are privately-held companies operating in the restaurant industry. Oakmont Investment Group was the tenant of a restaurant located at 305 Windy Hill Road, Atlanta, GA. Investment Partners Group, LLC, was the management entity operating the restaurant at that location and was known as Sage Woodfire Tavern. Sage Park Place, Inc., remains the tenant of a restaurant located at 4505 Ashford Dunwoody Road, Atlanta, GA 30346 (the "Perimeter Restaurant") and on which, formerly, the operating entity was Social Investments Group II, LLC, operating Sage Woodfire Tavern. Sage Park Place, Inc., is the management entity for the restaurant and owner entity of all assets of the restaurant. Social Investments Group II, LLC, was a management entity and has no assets of any value. Stradmont Oaks Investments managed a restaurant in Alpharetta, Georgia, for a period prepetition, and on which the tenant was JLK II, Inc., located at 11405 Haynes Bridge Road, Alpharetta, Georgia and on which JLK II, Inc., owned or leased substantially all equipment, furniture and other items for use in the restaurant business. Lastly, Sage Enterprises Group III, LLC was the tenant and operating restaurant entity for Sage Buckhead, 3379 Peachtree Road, Atlanta, GA. Oakmont Investment Group and 6 its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 18-62353) on July 26, 2018. In the petitions signed by James Liakakos, manager, Oakmont Investment Group estimated up to $50,000 in assets and $100,000 to $500,000 in liabilities. Affiliates Sage Park Place, Inc., and Sage Enterprises Group III, LLC, each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtors tapped George M. Geeslin, Esq., as their legal counsel. On Sept. 12, 2018, the U.S. Trustee for Region 21 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases: (1) Anastasios Vasilakos; (2) Bruce's Best Inc.; and (3) Performance Food Group, Inc. According to a Sept. 28 notice filed by the U.S. Trustee, Anastasios Vasilakos left the committee. SMGR LLC: Plan Payments to be Funded by Continued Operations ------------------------------------------------------------ SMGR LLC and its affiliated debtors filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, filed their Joint Plan of Reorganization that will be funded by the continued retail operations of SMGR LLC. Expenses will be reduced by the elimination of the Cocoa Property; the 17th Street Property, the 30th Street Property to reduce the debt to VNB. The Equipment in line in Edenton, North Carolina has been sold to satisfy the Equipment and Equity lien and reduce the administrative claims. According to the Disclosure Statement, each holder of an allowed unsecured claim will receive, on account of the allowed claim, a pro rata distribution of cash from the Plan Trust. To the extent the holder of an allowed general unsecured Claim receives less than full payment on account of such claim, the holder may be entitled to assert a bad debt deduction or worthless security deduction with respect to such allowed unsecured claim. A full-text copy of the Joint Disclosure Statement dated Oct. 15, 2019, is available at https://tinyurl.com/yyj4dlxb from PacerMonitor.com at no charge. About SMGR LLC SMGR, LLC, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-06846) on Aug. 16, 2018. In the petition signed by Sean Murphy, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. On Oct. 22, 2018, the Court directed the joint administration of Chapter 11 cases of the Debtor and affiliates 4504 30th Street West, LLC, Murphy & Rajan Investments, LLC, Elite Vinyl Products, Inc., Arrow Fence Systems, Inc., Pelican Vinyl Products, LLC. SPORTCO HOLDINGS: Says Wellspring Vote Won't Impact Class --------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy cases of SportCo Holdings, Inc. and its affiliates objects to the motion of Wellspring under F.R.B.P. Rule 3018 for temporary allowance of its claims for purposes of voting on the Debtors' Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. The Committee points out that: * As of the morning of Oct. 14, 2019, 110 holders of Class 4 Claims in the total aggregate amount of $233,393,384.153 (including $223,828,000 in Prepetition Term Loan Deficiency Claims) have voted unanimously in favor of confirmation of the Plan. It is highly likely that once the tabulation process is completed, it will irrelevant how many claims (and in which class) Wellspring is able to vote, as the Plan can and should be confirmed over Wellspring's objections and votes. * Wellspring has not filed any allowable General Unsecured Claims of meaningful value, and Wellspring is directly adversarial to the interests of all non-Wellspring holders of Class 4 Claims. * Wellspring clearly filed its 108 Contingent Claims without even a minimal investigation into, among other things: (i) the factual or legal basis underpinning such claims, or (ii) which Debtor and which Wellspring entity are actually parties to the operative underlying agreement. * In order to streamline the confirmation hearing, the Committee is willing to stipulate to a proposed form of order allowing all of the Wellspring Claims -- for voting purposes only -- as General Unsecured Claims, at a value of $1 per Contingent Claim (as requested by Wellspring) and exactly $3,486,269 on account of all of the Liquidated Claims (a full satisfaction of the Debtors' alleged joint and several liabilities) for a total aggregate value of $3,486,377. However, this offer is conditioned upon Wellspring stipulating that it is entitled to only one Class 4 Claim and one Class 4 Ballot for each relevant Wellspring entity on account of the total value of each such entity's Allowed General Unsecured Claims. A full-text copy of the Committee Objection dated October 15, 2019, is available at https://tinyurl.com/y592y3zv from PacerMonitor.com at no charge. About SportCo Holdings United Sporting Companies, Inc., was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in 2009 and formally changing its name to United Sporting Companies, Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies are marketers and distributors of a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. The companies' product line of over 55,000 SKUs includes firearms, reloading, marine electronics, trolling motors, optics, cutlery, archery equipment, ammunition, leather goods, camping equipment, sportsman gifts, and a variety of other outdoor sporting goods products. The companies carry the major brands in the outdoor sports industry, including Remington, Ruger, Browning, Winchester, Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory, Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance, Federal, CCI, Taurus, and Leupold. The companies employ 321 people. SportCo, a Delaware corporation, is a holding company with no business operations. SportCo Holdings, Inc. and its affiliates, including United Sporting Companies, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10, 2019. At the time of the filing, SportCo listed less than $50,000 and liabilities between $100 million and $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped McDermott Will & Emery LLP as their bankruptcy counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC as restructuring advisor; BMC Group, Inc. as notice and claims agent; and Wilson Kibler, Inc., as real estate broker. Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Lowenstein Sandler LLP, as counsel, and Morris James LLP, as co-counsel. STEARNS HOLDINGS: Court Confirms Reorganization Plan ---------------------------------------------------- Stearns Holdings, LLC, the parent company of Stearns Lending, LLC, a leading provider of residential mortgage lending services in Wholesale, Retail and Strategic Alliances sectors, on Oct. 24, 2019, disclosed that the U.S. Bankruptcy Court for the Southern District of New York has confirmed the Company's Plan of Reorganization. The Company expects to complete its restructuring process and successfully emerge from Chapter 11 in early November. Upon emergence, Stearns will reduce its debt by more than $150 million and Blackstone ("Blackstone"), as the owner of the reorganized Company, will contribute substantial new capital to fund payments to creditors made on the effective date of the Plan. Blackstone's contribution includes $65 million to be paid to holders of Stearns' prepetition notes and additional funds to satisfy certain unsecured claims. "The Court's confirmation of our Plan enables us to emerge from this process with a capital structure that matches the strong operating performance of our business and repositions Stearns for future growth," said David Schneider, Chief Executive Officer of Stearns Lending. "I want to thank our 2,700 employees for maintaining an incredible focus on providing our customers the high-quality service they expect from Stearns throughout this process. We remain firmly committed to our mission of helping homebuyers find the best loans for their current and future needs and are proud to have served our customers and honored our commitments to our business partners without interruption throughout this process." Mr. Schneider added, "I look forward to working closely with Blackstone and the rest of the Board and management team to grow and enhance the Stearns platform for the benefit of our customers. Together, I am confident we will successfully complete this process in the next few weeks as we celebrate the Company's 30th anniversary next month and enter our next decade positioned for long-term success." 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/ STONEMOR PARTNERS: Will Hold a Special Meeting on Dec. 20 --------------------------------------------------------- StoneMor Partners L.P. announced that the special meeting of the Partnership unitholders will be held on Dec. 20, 2019, at the Courtyard Philadelphia Bensalem, 3280 Tillman Road, Bensalem, PA 19020, on Dec. 20, 2019 at 10:00 a.m. Eastern Time. All Partnership common units and Series A Convertible Preferred Units of record as of the close of business on Nov. 4, 2019, which is the record date for the special meeting, will be entitled to vote their units. The approval of the previously announced Merger and Reorganization Agreement and the transactions contemplated thereby, including, among other things, the conversion of GP from a Delaware limited liability company into a Delaware corporation to be named StoneMor Inc. and the merger of a wholly owned subsidiary of GP with and into the Partnership and the Partnership becoming a wholly-owned subsidiary of the Company, requires the affirmative vote of at least a majority of the outstanding units, voting together as a class, and as such, not voting will have the same effect as a vote against the merger. Pursuant to the terms of the previously announced merger agreement, upon completion of the merger, Partnership unitholders (other than certain affiliates of GP) converted into the right to receive one share of common stock, par value $0.01 per share of the Company. GP and the Partnership expect the transaction to close during the fourth quarter of 2019, subject to certain closing conditions under the terms of the merger agreement, including receipt of the required approval by the Partnership's unitholders and the satisfaction of other customary closing conditions. Partnership unitholders and their brokers who have questions about the merger or the special meeting, or desire additional copies of the proxy statement/prospectus or additional proxy cards or voting instruction forms should contact D.F. King & Co., Inc., the Partnership's proxy solicitor, at: D.F. King & Co., Inc., toll free for unitholders at (800-967-4607). About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania -- http://www.stonemor.com-- is an owner and operator of cemeteries and funeral homes in the United States, with 321 cemeteries and 90 funeral homes in 27 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $72.69 million for the year ended Dec. 31, 2018, compared to a net loss of $75.15 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $1.76 billion in total assets, $1.76 billion in total liabilities, $57.50 million in total redeemable convertible preferred units, and a total partners' deficit of $60.94 million. * * * As reported by the TCR on Feb. 13, 2019, Moody's Investors Service downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2 from Caa1 and Probability of Default rating to Caa3-PD from Caa1-PD. The Caa2 CFR reflects Moody's concern that if pre-need cemetery selling and liquidity pressures do not abate while the senior secured credit facility is being refinanced, a distressed exchange or other default event could become more likely. As reported by the TCR on July 3, 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on StoneMor Partners L.P. The outlook remains negative. S&P said, "The rating affirmation reflects our view that despite the removal of near term maturities and sufficient liquidity over the next twelve months, we continue to view StoneMor's capital structure as unsustainable in the long term given our projection for persistent free cash flow deficits. SWELL CHICAGO: Unsecureds to Recover 20% in 5 Years --------------------------------------------------- Swell Chicago, LLC filed with the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, a proposed plan of reorganization and disclosure statement. Unsecured creditors owed $473,000 will each receive from the Debtor a dividend in the amount of 20 percent of their claim payable quarterly over a five-year period commencing 90 days after termination of the appeal period of the Order of Confirmation or such other date as set by the Court in the event of objections being filed against a claim. The Debtor will make quarterly distributions to claimants in this Class in the approximate amount of $4,739. The equity interest holder -- Jonadab Silva -- will retain 100% ownership of the reorganized Debtor and will contribute $5,000 in new value to the Debtor to retain said membership interest. This class is unimpaired under the Plan. The largest assets for the Debtor are its security deposits and office furniture and office fixtures. Some of the office fixtures may be attached to the real estate and not removable in the event of an asset liquidation. Furthermore, in the event of a liquidation it is very likely that the remaining equipment and inventory would be liquidated at a 50% discount. A full-text copy of the Disclosure Statement dated Oct. 15, 2019, is available at https://tinyurl.com/y26h6g6g from PacerMonitor.com at no charge. Swell Chicago, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-08856) on March 28, 2019, estimating less than $1 million in assets and liabilities. Joseph E. Cohen, Esq., at COHEN & KROL, is the Debtor's counsel. US FARATHANE: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded U.S. Farathane, LLC's Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, and senior secured first lien term loan rating to B3 from B2. The outlook is stable. "The downgrade reflects the deterioration in US Farathane's EBITA margin due in part to increased production costs and inefficiencies arising from new program launches that is contributing to subdued free cash flow generation, weakened liquidity, and its view of a reliance on revolver borrowings at times to support required debt amortization," says Moody's analyst Mike Cavanagh. "We expect an EBITA margin remaining in the low-teens range through 2020, which is a level well below historical performance. Further, the additional interest cost necessary to refinance the approaching 2021 debt maturities or amend the very tight leverage covenant will sustain weak free cash flow and the ability to reduce debt." Downgrades: Issuer: U.S. Farathane, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured First Lien Term Loan, Downgraded to B3 (LGD4) from B2 (LGD4) Outlook Actions: Issuer: U.S. Farathane, LLC Outlook, Changed to Stable from Negative RATINGS RATIONALE US Farathane's B3 CFR reflects the significant deterioration in its margin profile, weak liquidity and free cash flow, and considerable customer concentration risk given the company's modest scale. U.S. Farathane's EBITA margin has weakened substantially over the last few years, dropping from 18% in 2016 to 11.2% LTM 6/30/2019. Increased labor and production launch costs, as well as some commodity cost increases, are compressing the margin, and leading to declines in EBITA despite favorable revenue gains from new platform wins and content. Moody's expects the margin to stabilize through the end of 2019 and remain relatively flat in 2020 as costs to support revenue growth are likely to remain. Moody's expects that USF's debt-to-EBITDA leverage (4.4x LTM 6/30/2019 incorporating Moody's standard adjustments) will edge to a low 4x range in 2020 because of anticipated revenue growth, a leverage level that while moderate for the rating category is high for an auto original equipment manufacturer (OEM) supplier. Financial policies are aggressive under private equity ownership and the 2015 LBO and subsequent debt-funded dividends have sustained high debt and leverage. High exposure to a select few customers (approximately 83% of revenues tied to General Motors, Ford and Chrysler) presents an elevated credit risk with potential production cutbacks, platform losses or pricing pressures having a disproportionate impact on USF's revenue and earnings. Although temporary in nature, the work stoppage at General Motors due to the UAW strike demonstrates the impact a significant concentration could have on USF. Revenues in 2019 could be about 4% below Moody's previous expectations with a roughly 6% shortfall in EBITDA as a result of the temporary work stoppage. US Farathane's consistent reinvestment in capital assets continues to support its plastic component production capabilities and have led to a strong position and broader content on newly-launched truck and SUV platforms. These factors should warrant mid-to-high single digit revenue growth in 2020 despite Moody's expectation for production in the broader US automotive market to continue to soften in 2020. Moody's expects US Farathane's liquidity position to remain weak through 2020 because the company operates with minimal cash on hand ($6.5 million as of 6/30/2019), free cash flow is unlikely to cover required term loan amortization, and there is very limited covenant cushion. Moody's projects free cash flow generation of $15 million in 2019 and about $25-$30 million in 2020. Improvement in free cash flow compared to prior years is expected as capital spending tied to new product launches will fall to normalized levels and cash taxes will decline. However, free cash flow generation will likely not be sufficient to cover USF's required annual debt amortization of about $31 million, thus creating a reliance on external capital to cover any shortfalls. The company maintains a $110 million asset-based revolving credit facility with about $41 million outstanding as of 6/30/2019. Given the company's limited headroom under the term loan's 4.20x maximum leverage covenant, and multiple step downs in the required covenant level to 3.95x by the end of 2020, revolver borrowing availability is limited and a covenant amendment would be necessary if earnings and free cash flow do not improve. Moody's anticipates US Farathane could obtain a covenant amendment, but the recently aborted bond offering that would have refinanced the term loan suggests that amending the term loan or addressing the December 2021 term loan maturity will increase cash interest costs meaningfully and depress free cash flow. Moody's would consider a rating upgrade if US Farathane is able to profitably increase its scale while diversifying its customer and platform concentrations. The rating could also be upgraded if free cash flow to debt improves in excess of 7%. Moody's would also expect the company to sustain debt/EBITDA below 5x through industry cycles and carry sufficient liquidity to adequately support reinvestment and required debt service. A rating downgrade could occur if US Farathane's liquidity deteriorates, including weak free cash flow generation and limited revolver availability, or the company is unable to maintain an EBITA margin in excess of 10%. Debt-financed acquisitions or dividend payments to equity owners contributing to debt/EBITDA above 6x and operating weakness as a result of customer or platform losses, production cuts or pricing pressures could also put downward pressure on the rating. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. U.S. Farathane, LLC, headquartered in Auburn Hills, Michigan, is a manufacturer and supplier of functional black plastic, and interior and exterior plastic components to North American automotive Original Equipment Manufacturers (OEMs). The company operates 18 manufacturing facilities in the United States, Mexico and China. USF's customers include General Motors, Ford, Chrysler and, to a much lesser extent, several other large global OEMs and Tier suppliers. Revenue for the twelve months ended June 2019 was approximately $862 million. WALKER & DUNLOP: Moody's Raises CFR to Ba1, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Walker & Dunlop, Inc.'s senior secured bank credit facility and corporate family ratings to Ba1 from Ba2. Following the ratings upgrade, the outlook is stable. Moody's also withdrew the outlook on Walker & Dunlop's senior secured bank credit facility rating for its own business reasons. Upgrades: Issuer: Walker & Dunlop, Inc. Corporate Family Rating, Upgraded to Ba1 from Ba2 Gtd Senior Secured Term Loan B, Upgraded to Ba1 from Ba2 Outlook Actions: Issuer: Walker & Dunlop, Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE The upgrade reflects the company's strengthened franchises, strong profitability and solid capital levels, and relatively conservative capital distribution policies. Nevertheless, the company relies highly on confidence-sensitive wholesale funding and has a somewhat narrow business focus in the agency multifamily finance market. The stable outlook reflects Moody's expectation that Walker & Dunlop will maintain strong profitability and solid capital levels in the next 12-18 months. Walker & Dunlop is a commercial real estate finance company that specializes in originating and servicing multifamily residential loans backed by Fannie Mae and Freddie Mac. Walker & Dunlop has benefitted from the rapid growth of the agency multifamily market, as total agency multifamily outstanding balances grew an average of 16% per year between 2015 and 2018. In that time span, Walker & Dunlop's ratio of net income to average managed assets has improved from 3.45% in 2015 to 6.11% in 2018, and 5.98% so far through the first six months of 2019. While the company remains highly dependent on its GSE mortgage banking activity, Walker & Dunlop has expanded its commercial mortgage brokerage and investment sales businesses over the last several years, which provide some modest protection against a potential decline in overall agency volumes. Earnings growth has also coincided with more conservative balance sheet risk management as the company's ratio of tangible common equity to tangible managed assets has improved to 27.6% at 30 June 2019 from 11.5% at year-end 2015. While capital levels are not expected to be sustained at current levels, these metrics are supported by a fairly modest capital distribution plan which will include a projected $90 million of dividends and share repurchases in total for 2019, in comparison to nearly $170 million in net income in the last twelve months. The firm's business model faces some uncertainty surrounding the future of Fannie Mae and Freddie Mac in the multifamily finance market. The Federal Housing Finance Agency (FHFA) recently revised limits on agency multifamily origination, which are expected to limit the potential for further growth in agency multifamily volumes in 2020 and beyond. The firm's growing brokerage and investment sales team, along with its large servicing book, provide some modest protection for earnings against lower agency volumes. Moody's does not have any particular concerns regarding Walker & Dunlop's governance. WHAT COULD CHANGE THE RATING UP The ratings could be upgraded if the company improves its overall funding profile while maintaining strong profitability and solid capital levels, such as a ratio of above 4% of net income to average managed assets and above 20% tangible common equity to tangible managed assets. WHAT COULD CHANGE THE RATING DOWN The ratings could be downgraded if profitability is expected to remain below 4% and if tangible common equity to tangible managed assets is expected to remain below 20%. The ratings could also be downgraded if the firm experiences higher asset risk or if its liquidity and funding profile deteriorate. The principal methodology used in these ratings was Finance Companies published in December 2018. WILLIAMSTON COMMUNITY: Moody's Affirms Ba1 Tax Rating, Outlook Pos. ------------------------------------------------------------------- Moody's Investors Service revised Williamston Community Schools, MI's outlook to positive from stable and has affirmed the district's underlying Ba1 general obligation unlimited tax rating. Moody's has also assigned an underlying Ba1 rating and an enhanced Aa1 rating to the district's $20 million 2019 Refunding Bonds (General Obligation - Unlimited Tax) (Federally Taxable). Following the sale, the district will have about $45 million in GOULT debt outstanding. RATINGS RATIONALE The Ba1 rating reflects the district's very weak reserve position that continues remains narrow, despite recent improvements due to a combination of expenditure controls, positive enrollment variances and increased state aid. The rating also reflects the district's elevated leverage related to long-term debt, pension and OPEB burdens. The rating finally incorporates the district's modestly-sized tax base, which exhibits strong resident income indices and modest enrollment growth in recent years. The Aa1 enhanced rating is based on its programmatic assessment of the Michigan School Bond Qualification and Loan Program (SBQLP), which is rated at the same level as the State of Michigan's GO. Under the program, the state has a constitutional obligation to provide a school district with sufficient funds to make timely debt service payments, if necessary. The program's sound mechanics include independent third party notification to the state in the event of debt service insufficiency. Should the school district fail to transfer the necessary funds, the Michigan Department of Treasury is notified of the deficiency by the paying agent three business days prior to the debt service payment date, at which time the state treasurer must make a loan from the state's School Loan Revolving Fund (SLRF) to ensure timely debt service payment. The Michigan SLRF was established to provide loans to school districts to moderate the local tax burden for debt service on qualified bonds, prevent a default, and/or cure a default. The state may issue bonds or notes without voter approval to capitalize the fund. RATING OUTLOOK The positive outlook reflects the recent trend of favorable operating results that are expected to continue to improve the district's financial reserve profile. Audited fiscal 2018 and 2019 results reflect an improved reserve position and current fiscal 2020 estimates show an additional operating surplus. The continuation of annual operating surpluses and the maintenance of an improved financial profile could result in positive rating movement. FACTORS THAT COULD LEAD TO AN UPGRADE - Continued growth in reserves coupled with a reduced reliance on cash flow borrowing for operations. - Moderation of debt and pension burdens FACTORS THAT COULD LEAD TO A DOWNGRADE (OR REMOVAL OF THE POSITIVE OUTLOOK) - Inability to maintain the currently improved reserve levels - Increased leverage related to long-term liabilities LEGAL SECURITY The district's GOULT bonds are secured by the district's pledge and authorization to levy a dedicated property tax unlimited as to rate and amount. The bonds are additionally secured by the State of Michigan's School Bond Qualification and Loan Program (SBQLP), which is the basis for the enhanced rating. USE OF PROCEEDS Proceeds will refund the district's School Loan Revolving Fund balance for anticipated savings. PROFILE Williamston Community School District covers about 60 square miles in south central Michigan (Aa1 stable) and encompasses the City of Williamston and portions of surrounding townships. The district's population is estimated at just over 10,500 and its enrollment has hovered between 1,800 and 1,900 students for several years. ZION TABERNACLE: Seeks to Hire Selwyn D. Whitehead as Legal Counsel ------------------------------------------------------------------- Zion Tabernacle Missionary Baptist Church seeks authority from the U.S. Bankruptcy Court for the California Northern Bankruptcy Court to employ the Law Offices of Selwyn D. Whitehead as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise Debtor of its rights, powers and duties to operate and manage its business and properties; b. take all actions necessary to protect and preserve the Debtor's bankruptcy estate, including the prosecution of actions on its behalf and negotiations concerning all litigation in which the Debtor is involved; c. prepare legal papers necessary to administer the case; d. assist in the negotiation and documentation of financing agreements, debt and cash collateral orders, and related transactions; e. review the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; f. advise the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate, any potential property dispositions, and the assumption, assignment or rejection of its executory contracts and unexpired leases; and g. negotiate with creditors and prepare a plan of reorganization. Whitehead's billing rates are: Selwyn Whitehead $500 Paralegal $175 Bookkeeper/Accountant $100 The firm received a $25,000 retainer from the Debtor in the form of $2,500 in cash and a note for $22,500. Selwyn Whitehead, Esq., disclosed in an affidavit that her firm does not represent any interest adverse to the Debtor. The firm can be reached at: Selwyn D. Whitehead Law Offices of Selwyn D. Whitehead 4650 Scotia Ave. Oakland, CA 94605 Phone: (510)632-7444 Email: selwynwhitehead@yahoo.com About Zion Tabernacle Missionary Baptist Church Zion Tabernacle Missionary Baptist Church in Oakland, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-42209) on Sept. 29, 2019, listing under $1 million in both assets and liabilities. Selwyn D. Whitehead, Esq., at the Law Offices of Selwyn D. Whitehead, is the Debtor's legal counsel. [*] ABI Names Brandy Rapp an Insolvency Practice Emerging Leader ---------------------------------------------------------------- The American Bankruptcy Institute (ABI) has recognized Brandy M. Rapp, a Roanoke-based Partner with Whiteford, Taylor & Preston, as a "40 Under 40" Emerging Leader in Insolvency Practice. ABI's "40 Under 40" program recognizes insolvency professionals who are committed to the highest standards of achievement at work and in their communities. The honorees will be recognized at a special ceremony during ABI's 2019 Winter Leadership Conference, taking place December 5-7. Ms. Rapp has significant experience representing clients in bankruptcy cases, complex business litigation and business transactions. She has a diverse practice representing debtors, official committees of unsecured creditors, secured lenders, lessors, trustees and unsecured creditors in numerous Chapter 11 bankruptcy cases. Ms. Rapp has substantial experience in the mining, health care and construction industries. Her experience extends to debtor-in-possession financing, sale of assets, adequate protection payments, administering liquidation trusts, use of cash collateral, lien validity and priority litigation, avoidance action litigation, and litigation involving the debtor's assumption and/or rejection of leases and other executory contracts. Additionally, she has represented the receiver in several receiverships prosecuted by the Securities Exchange Commission and the Commodities and Futures Trading Commission. About American Bankruptcy Institute: ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 11,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. About Whiteford, Taylor & Preston LLP The over 175 attorneys at Whiteford, Taylor & Preston provide a comprehensive range of sophisticated, cost-effective business law and litigation services to clients ranging from innovative start-ups to middle market companies to global enterprises. Its growing Mid-Atlantic footprint includes sixteen offices in Delaware, D.C., Kentucky, Maryland, Michigan, New York, Pennsylvania and Virginia. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 57,142.0 (8,566.0) (1,841.0) ABBVIE INC 4AB TE 57,142.0 (8,566.0) (1,841.0) ABBVIE INC ABBV AV 57,142.0 (8,566.0) (1,841.0) ABBVIE INC 4AB GZ 57,142.0 (8,566.0) (1,841.0) ABBVIE INC ABBVUSD EU 57,142.0 (8,566.0) (1,841.0) ABBVIE INC 4AB GR 57,142.0 (8,566.0) (1,841.0) ABBVIE INC ABBV SW 57,142.0 (8,566.0) (1,841.0) ABBVIE INC ABBV* MM 57,142.0 (8,566.0) (1,841.0) ABBVIE INC 4AB TH 57,142.0 (8,566.0) (1,841.0) ABBVIE INC ABBVEUR EU 57,142.0 (8,566.0) (1,841.0) ABBVIE INC 4AB QT 57,142.0 (8,566.0) (1,841.0) ABBVIE INC-BDR ABBV34 BZ 57,142.0 (8,566.0) (1,841.0) ABSOLUTE SOFTWRE ALSWF US 103.3 (50.6) (27.4) ABSOLUTE SOFTWRE ABT CN 103.3 (50.6) (27.4) ABSOLUTE SOFTWRE OU1 GR 103.3 (50.6) (27.4) ABSOLUTE SOFTWRE ABT2EUR EU 103.3 (50.6) (27.4) AGENUS INC AGENUSD EU 206.7 (134.7) 17.2 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYRIS INC AMRS US 122.8 (175.3) (143.7) AMYRIS INC 3A01 GR 122.8 (175.3) (143.7) AMYRIS INC 3A01 TH 122.8 (175.3) (143.7) AMYRIS INC AMRSUSD EU 122.8 (175.3) (143.7) AMYRIS INC AMRSEUR EU 122.8 (175.3) (143.7) AMYRIS INC 3A01 QT 122.8 (175.3) (143.7) AUTODESK INC AUD GR 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK US 4,872.7 (194.3) (1,191.8) AUTODESK INC AUD TH 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK AV 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSKEUR EU 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSKUSD EU 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK TE 4,872.7 (194.3) (1,191.8) AUTODESK INC AUD GZ 4,872.7 (194.3) (1,191.8) AUTODESK INC ADSK* MM 4,872.7 (194.3) (1,191.8) AUTODESK INC AUD QT 4,872.7 (194.3) (1,191.8) AUTOZONE INC AZ5 TH 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZO US 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZ5 GR 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZOUSD EU 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZO AV 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZ5 TE 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZO* MM 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZOEUR EU 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZ5 QT 9,773.7 (1,589.5) (345.5) AUTOZONE INC-BDR AZOI34 BZ 9,773.7 (1,589.5) (345.5) AVID TECHNOLOGY AVID US 282.1 (175.8) (20.2) AVID TECHNOLOGY AVD GR 282.1 (175.8) (20.2) AYR STRATEGIES I AYR/A CN 473.2 168.4 15.7 BABCOCK & WILCOX BW US 772.0 (343.0) (218.5) BENEFITFOCUS INC BNFT US 335.2 (19.1) 113.5 BENEFITFOCUS INC BTF GR 335.2 (19.1) 113.5 BENEFITFOCUS INC BNFTEUR EU 335.2 (19.1) 113.5 BEYONDSPRING INC BYSI US 6.0 (18.1) (17.0) BIOCRYST PHARM BCRX* MM 116.3 (9.2) 31.8 BJ'S WHOLESALE C 8BJ GR 5,152.1 (164.6) (345.8) BJ'S WHOLESALE C 8BJ QT 5,152.1 (164.6) (345.8) BJ'S WHOLESALE C BJ US 5,152.1 (164.6) (345.8) BLUE BIRD CORP BLBD US 408.4 (61.2) 15.0 BLUELINX HOLDING FZG1 GR 1,081.2 (12.8) 456.0 BLUELINX HOLDING BXC US 1,081.2 (12.8) 456.0 BLUELINX HOLDING BXCEUR EU 1,081.2 (12.8) 456.0 BOEING CO-BDR BOEI34 BZ 132,598.0 (3,809.0) 9,810.0 BOEING CO-CED BA AR 132,598.0 (3,809.0) 9,810.0 BOEING CO-CED BAD AR 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BCO GR 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BAEUR EU 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BA EU 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BOE LN 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BA US 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BCO TH 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BOEI BB 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BA SW 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BA* MM 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BA TE 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BA AV 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BAUSD SW 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BCO GZ 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BA CI 132,598.0 (3,809.0) 9,810.0 BOEING CO/THE BCO QT 132,598.0 (3,809.0) 9,810.0 BOMBARDIER INC-B BBDBN MM 26,688.0 (4,352.0) (57.0) BRINKER INTL BKJ GR 1,258.3 (778.2) (244.6) BRINKER INTL 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(236.7) (129.5) MONEYGRAM INTERN 9M1N TH 4,383.6 (236.7) (129.5) MONEYGRAM INTERN MGIEUR EU 4,383.6 (236.7) (129.5) MONEYGRAM INTERN 9M1N QT 4,383.6 (236.7) (129.5) MONITRONICS INTL SCTY US 1,705.3 (202.9) (25.0) MOTOROLA SOL-CED MSI AR 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MTLA GR 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MTLA TH 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MOT TE 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MSI US 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MSI1USD EU 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MTLA GZ 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MSI1EUR EU 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MOSI AV 9,974.0 (954.0) 955.0 MOTOROLA SOLUTIO MTLA QT 9,974.0 (954.0) 955.0 MSCI INC 3HM GR 3,425.1 (231.8) 556.1 MSCI INC MSCI US 3,425.1 (231.8) 556.1 MSCI INC 3HM QT 3,425.1 (231.8) 556.1 MSCI INC MSCI* MM 3,425.1 (231.8) 556.1 MSG NETWORKS- A MSGN US 866.9 (458.8) 216.9 MSG NETWORKS- A MSGNUSD EU 866.9 (458.8) 216.9 MSG NETWORKS- A 1M4 QT 866.9 (458.8) 216.9 MSG NETWORKS- A MSGNEUR 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ENERGY NRGEUR EU 9,171.0 (1,629.0) 751.0 OMEROS CORP 3O8 GR 89.8 (130.3) 25.3 OMEROS CORP OMER US 89.8 (130.3) 25.3 OMEROS CORP OMERUSD EU 89.8 (130.3) 25.3 OMEROS CORP 3O8 TH 89.8 (130.3) 25.3 OMEROS CORP OMEREUR EU 89.8 (130.3) 25.3 OPTION CARE HEAL BIOSUSD EU 600.6 (75.2) 61.5 OPTION CARE HEAL BIOS US 600.6 (75.2) 61.5 OPTION CARE HEAL MM6 GR 600.6 (75.2) 61.5 OPTION CARE HEAL MM6 QT 600.6 (75.2) 61.5 OPTION CARE HEAL BIOSEUR EU 600.6 (75.2) 61.5 OPTIVA INC RKNEF US 123.6 (21.4) 26.2 OPTIVA INC RE6 GR 123.6 (21.4) 26.2 OPTIVA INC OPT CN 123.6 (21.4) 26.2 OPTIVA INC RKNEUR EU 123.6 (21.4) 26.2 OPTIVA INC 3230510Q EU 123.6 (21.4) 26.2 PAPA JOHN'S INTL PZZA US 726.6 (60.6) (17.4) PAPA JOHN'S INTL PP1 GR 726.6 (60.6) (17.4) PAPA JOHN'S INTL PZZAEUR EU 726.6 (60.6) (17.4) PAPA JOHN'S INTL PP1 GZ 726.6 (60.6) (17.4) PHILIP MORRI-BDR PHMO34 BZ 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PMI SW 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PM1EUR EU 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN 4I1 GR 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PM US 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PM1 EU 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PM1CHF EU 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PM1 TE 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN 4I1 TH 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PMIZ IX 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PMIZ EB 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN 0M8V LN 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PMOR AV 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN 4I1 GZ 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN PM* MM 41,420.0 (9,155.0) 1,530.0 PHILIP MORRIS IN 4I1 QT 41,420.0 (9,155.0) 1,530.0 PLANET FITNESS-A PLNT1USD EU 1,523.5 (314.4) 298.7 PLANET FITNESS-A PLNT1EUR EU 1,523.5 (314.4) 298.7 PLANET FITNESS-A 3PL QT 1,523.5 (314.4) 298.7 PLANET FITNESS-A PLNT US 1,523.5 (314.4) 298.7 PLANET FITNESS-A 3PL TH 1,523.5 (314.4) 298.7 PLANET FITNESS-A 3PL GR 1,523.5 (314.4) 298.7 PRIORITY TECHNOL PRTH US 460.3 (100.6) 2.5 PURPLE INNOVATIO PRPL US 99.7 (3.4) 17.7 QUANTUM CORP QNT2 GR 172.1 (202.5) (27.1) QUANTUM CORP QMCO US 172.1 (202.5) (27.1) QUANTUM CORP QTM1EUR EU 172.1 (202.5) (27.1) RADIUS HEALTH IN RDUS US 244.3 (0.1) 175.1 RADIUS HEALTH IN RDUSUSD EU 244.3 (0.1) 175.1 RADIUS HEALTH IN 1R8 GR 244.3 (0.1) 175.1 RADIUS HEALTH IN 1R8 TH 244.3 (0.1) 175.1 RADIUS HEALTH IN RDUSEUR EU 244.3 (0.1) 175.1 RADIUS HEALTH IN 1R8 QT 244.3 (0.1) 175.1 REATA PHARMACE-A RETAUSD EU 300.5 (33.5) 219.5 REATA PHARMACE-A 2R3 GR 300.5 (33.5) 219.5 REATA PHARMACE-A RETAEUR EU 300.5 (33.5) 219.5 REATA PHARMACE-A RETA US 300.5 (33.5) 219.5 RECRO PHARMA INC REPH US 161.8 (18.7) 65.0 RECRO PHARMA INC RAH GR 161.8 (18.7) 65.0 REVLON INC-A REV US 3,066.0 (1,187.2) (33.9) REVLON INC-A RVL1 GR 3,066.0 (1,187.2) (33.9) REVLON INC-A REVUSD EU 3,066.0 (1,187.2) (33.9) REVLON INC-A RVL1 TH 3,066.0 (1,187.2) (33.9) REVLON INC-A REVEUR EU 3,066.0 (1,187.2) (33.9) RH RH US 2,387.8 (177.9) (267.3) RH RHEUR EU 2,387.8 (177.9) (267.3) RH RH* MM 2,387.8 (177.9) (267.3) RH RS1 GR 2,387.8 (177.9) (267.3) RIMINI STREET IN RMNI US 139.7 (130.2) (104.8) ROSETTA STONE IN RST US 181.5 (9.4) (71.2) ROSETTA STONE IN RS8 GR 181.5 (9.4) (71.2) ROSETTA STONE IN RST1EUR EU 181.5 (9.4) (71.2) RR DONNELLEY & S DLLN TH 3,561.4 (270.8) 588.2 RR DONNELLEY & S RRDUSD EU 3,561.4 (270.8) 588.2 RR DONNELLEY & S RRDEUR EU 3,561.4 (270.8) 588.2 RR DONNELLEY & S DLLN GR 3,561.4 (270.8) 588.2 RR DONNELLEY & S RRD US 3,561.4 (270.8) 588.2 SALLY BEAUTY HOL S7V GR 2,072.3 (70.5) 719.4 SALLY BEAUTY HOL SBH US 2,072.3 (70.5) 719.4 SALLY BEAUTY HOL SBHEUR EU 2,072.3 (70.5) 719.4 SATSUMA PHARMACE STSA US - - - SATSUMA PHARMACE STSAEUR EU - - - SATSUMA PHARMACE 1LV GR - - - SBA COMM CORP 4SB GZ 9,269.4 (3,339.3) (1,112.4) SBA COMM CORP 4SB GR 9,269.4 (3,339.3) (1,112.4) SBA COMM CORP SBAC US 9,269.4 (3,339.3) (1,112.4) SBA COMM CORP SBAC* MM 9,269.4 (3,339.3) (1,112.4) SBA COMM CORP SBJ TH 9,269.4 (3,339.3) (1,112.4) SBA COMM CORP SBACEUR EU 9,269.4 (3,339.3) (1,112.4) SCIENTIFIC GAMES TJW GZ 7,932.0 (2,118.0) 852.0 SCIENTIFIC GAMES SGMS US 7,932.0 (2,118.0) 852.0 SCIENTIFIC GAMES SGMSUSD EU 7,932.0 (2,118.0) 852.0 SCIENTIFIC GAMES TJW GR 7,932.0 (2,118.0) 852.0 SCIENTIFIC GAMES TJW TH 7,932.0 (2,118.0) 852.0 SEALED AIR CORP SEE US 5,216.5 (341.2) (10.8) SEALED AIR CORP SDA GR 5,216.5 (341.2) (10.8) SEALED AIR CORP SEE1EUR EU 5,216.5 (341.2) (10.8) SEALED AIR CORP SEE1USD EU 5,216.5 (341.2) (10.8) SEALED AIR CORP SDA TH 5,216.5 (341.2) (10.8) SEALED AIR CORP SDA QT 5,216.5 (341.2) (10.8) SERES THERAPEUTI MCRB US 146.1 (18.0) 65.9 SERES THERAPEUTI 1S9 GR 146.1 (18.0) 65.9 SHELL MIDSTREAM SHLXUSD EU 2,004.0 (767.0) 279.0 SHELL MIDSTREAM SHLX US 2,004.0 (767.0) 279.0 SHELL MIDSTREAM 49M GR 2,004.0 (767.0) 279.0 SHELL MIDSTREAM 49M TH 2,004.0 (767.0) 279.0 SIRIUS XM HO-BDR SRXM34 BZ 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN SIRI US 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN RDO GR 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN RDO TH 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN SIRI AV 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN SIRIUSD EU 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN SIRI TE 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN SIRIEUR EU 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN RDO GZ 11,316.0 (489.0) (2,182.0) SIRIUS XM HOLDIN RDO QT 11,316.0 (489.0) (2,182.0) SIX FLAGS ENTERT 6FE GR 3,020.7 (89.8) 97.7 SIX FLAGS ENTERT SIXEUR EU 3,020.7 (89.8) 97.7 SIX FLAGS ENTERT SIXUSD EU 3,020.7 (89.8) 97.7 SIX FLAGS ENTERT SIX US 3,020.7 (89.8) 97.7 SIX FLAGS ENTERT 6FE TH 3,020.7 (89.8) 97.7 SLEEP NUMBER COR SNBR US 802.3 (164.5) (443.5) SLEEP NUMBER COR SL2 GR 802.3 (164.5) (443.5) SLEEP NUMBER COR SNBREUR EU 802.3 (164.5) (443.5) STARBUCKS CORP SRB TH 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUX* MM 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SRB GR 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUX AV 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUXEUR EU 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUX TE 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUX IM 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUXUSD SW 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUXUSD EU 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SRB GZ 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUX SW 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP 0QZH LI 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUX CI 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SBUX US 20,894.4 (4,319.0) 1,839.0 STARBUCKS CORP SRB QT 20,894.4 (4,319.0) 1,839.0 STARBUCKS-BDR SBUB34 BZ 20,894.4 (4,319.0) 1,839.0 STARBUCKS-CEDEAR SBUX AR 20,894.4 (4,319.0) 1,839.0 STEALTH BIOTHERA MITO US 15.5 (175.3) (27.3) STEALTH BIOTHERA S1BA GR 15.5 (175.3) (27.3) SUNDIAL GROWERS SNDL US 369.2 23.5 44.3 SUNDIAL GROWERS 14K TH 369.2 23.5 44.3 SUNDIAL GROWERS 14K GR 369.2 23.5 44.3 SUNDIAL GROWERS SNDLEUR EU 369.2 23.5 44.3 SUNDIAL GROWERS SNDLUSD EU 369.2 23.5 44.3 SUNDIAL GROWERS 14K GZ 369.2 23.5 44.3 SUNDIAL GROWERS 14K QT 369.2 23.5 44.3 SUNPOWER CORP SPWR US 1,938.9 (96.6) 240.6 SUNPOWER CORP S9P2 TH 1,938.9 (96.6) 240.6 SUNPOWER CORP S9P2 GR 1,938.9 (96.6) 240.6 SUNPOWER CORP SPWREUR EU 1,938.9 (96.6) 240.6 SUNPOWER CORP SPWRUSD EU 1,938.9 (96.6) 240.6 SUNPOWER CORP S9P2 GZ 1,938.9 (96.6) 240.6 SUNPOWER CORP S9P2 QT 1,938.9 (96.6) 240.6 SWITCHBACK ENE-A SBE US 0.4 (0.0) (0.3) SWITCHBACK ENERG SBE/U US 0.4 (0.0) (0.3) TAUBMAN CENTERS TU8 GR 4,485.1 (324.0) - TAUBMAN CENTERS TCO US 4,485.1 (324.0) - THUNDER BRIDGE A THBRU US 0.2 (0.0) (0.2) THUNDER BRIDGE-A THBR US 0.2 (0.0) (0.2) TRANSDIGM GROUP TDG US 17,702.6 (1,310.6) 4,030.6 TRANSDIGM GROUP T7D GR 17,702.6 (1,310.6) 4,030.6 TRANSDIGM GROUP TDG* MM 17,702.6 (1,310.6) 4,030.6 TRANSDIGM GROUP T7D TH 17,702.6 (1,310.6) 4,030.6 TRANSDIGM GROUP TDGEUR EU 17,702.6 (1,310.6) 4,030.6 TRANSDIGM GROUP T7D QT 17,702.6 (1,310.6) 4,030.6 TRIUMPH GROUP TG7 GR 2,823.3 (557.9) 208.3 TRIUMPH GROUP TGI US 2,823.3 (557.9) 208.3 TRIUMPH GROUP TGIEUR EU 2,823.3 (557.9) 208.3 TRIUMPH GROUP TGIUSD EU 2,823.3 (557.9) 208.3 TUPPERWARE BRAND TUP US 1,428.5 (163.1) (110.8) TUPPERWARE BRAND TUP GR 1,428.5 (163.1) (110.8) TUPPERWARE BRAND TUP SW 1,428.5 (163.1) (110.8) TUPPERWARE BRAND TUP TH 1,428.5 (163.1) (110.8) TUPPERWARE BRAND TUP1EUR EU 1,428.5 (163.1) (110.8) TUPPERWARE BRAND TUP1USD EU 1,428.5 (163.1) (110.8) TUPPERWARE BRAND TUP GZ 1,428.5 (163.1) (110.8) TUPPERWARE BRAND TUP QT 1,428.5 (163.1) (110.8) UNISYS CORP UISEUR EU 2,507.8 (1,213.7) 334.1 UNISYS CORP UIS EU 2,507.8 (1,213.7) 334.1 UNISYS CORP USY1 GR 2,507.8 (1,213.7) 334.1 UNISYS CORP USY1 TH 2,507.8 (1,213.7) 334.1 UNISYS CORP UIS US 2,507.8 (1,213.7) 334.1 UNISYS CORP UIS1 SW 2,507.8 (1,213.7) 334.1 UNISYS CORP USY1 GZ 2,507.8 (1,213.7) 334.1 UNISYS CORP USY1 QT 2,507.8 (1,213.7) 334.1 UNITI GROUP INC CSALUSD EU 4,790.4 (1,401.8) - UNITI GROUP INC 8XC TH 4,790.4 (1,401.8) - UNITI GROUP INC 8XC GR 4,790.4 (1,401.8) - UNITI GROUP INC UNIT US 4,790.4 (1,401.8) - VALVOLINE INC VVVUSD EU 2,000.0 (252.0) 389.0 VALVOLINE INC 0V4 GR 2,000.0 (252.0) 389.0 VALVOLINE INC 0V4 TH 2,000.0 (252.0) 389.0 VALVOLINE INC VVVEUR EU 2,000.0 (252.0) 389.0 VALVOLINE INC 0V4 QT 2,000.0 (252.0) 389.0 VALVOLINE INC VVV US 2,000.0 (252.0) 389.0 VECTOR GROUP LTD VGR GR 1,455.2 (606.7) 80.4 VECTOR GROUP LTD VGR US 1,455.2 (606.7) 80.4 VECTOR GROUP LTD VGREUR EU 1,455.2 (606.7) 80.4 VECTOR GROUP LTD VGRUSD EU 1,455.2 (606.7) 80.4 VECTOR GROUP LTD VGR TH 1,455.2 (606.7) 80.4 VECTOR GROUP LTD VGR QT 1,455.2 (606.7) 80.4 VERISIGN INC VRS TH 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSN US 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS GR 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS SW 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSN* MM 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSNUSD EU 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSNEUR EU 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS GZ 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS QT 1,886.7 (1,451.9) 337.3 VERISIGN INC-BDR VRSN34 BZ 1,886.7 (1,451.9) 337.3 W&T OFFSHORE INC UWV GR 867.8 (335.0) 43.5 W&T OFFSHORE INC WTI US 867.8 (335.0) 43.5 W&T OFFSHORE INC UWV SW 867.8 (335.0) 43.5 W&T OFFSHORE INC WTI1EUR EU 867.8 (335.0) 43.5 W&T OFFSHORE INC WTI1USD EU 867.8 (335.0) 43.5 W&T OFFSHORE INC UWV TH 867.8 (335.0) 43.5 WAYFAIR INC- A W US 2,182.1 (605.4) (276.6) WAYFAIR INC- A 1WF QT 2,182.1 (605.4) (276.6) WAYFAIR INC- A 1WF GR 2,182.1 (605.4) (276.6) WAYFAIR INC- A WEUR EU 2,182.1 (605.4) (276.6) WIDEOPENWEST INC WU5 TH 2,458.9 (280.8) (108.7) WIDEOPENWEST INC WU5 GR 2,458.9 (280.8) (108.7) WIDEOPENWEST INC WU5 QT 2,458.9 (280.8) (108.7) WIDEOPENWEST INC WOW1EUR EU 2,458.9 (280.8) (108.7) WIDEOPENWEST INC WOW1USD EU 2,458.9 (280.8) (108.7) WIDEOPENWEST INC WOW US 2,458.9 (280.8) (108.7) WINGSTOP INC WING1EUR EU 150.0 (216.4) 9.6 WINGSTOP INC WING US 150.0 (216.4) 9.6 WINGSTOP INC EWG GR 150.0 (216.4) 9.6 WINMARK CORP WINA US 48.5 (3.1) 12.6 WINMARK CORP GBZ GR 48.5 (3.1) 12.6 WORKHORSE GROUP WKHSUSD EU 35.7 (45.0) (26.2) WORKHORSE GROUP WKHS US 35.7 (45.0) (26.2) WORKHORSE GROUP 1WO TH 35.7 (45.0) (26.2) WW INTERNATIONAL WW US 1,476.3 (766.4) (66.1) WW INTERNATIONAL WW6 GR 1,476.3 (766.4) (66.1) WW INTERNATIONAL WTWUSD EU 1,476.3 (766.4) (66.1) WW INTERNATIONAL WW6 GZ 1,476.3 (766.4) (66.1) WW INTERNATIONAL WW6 TH 1,476.3 (766.4) (66.1) WW INTERNATIONAL WTW AV 1,476.3 (766.4) (66.1) WW INTERNATIONAL WTWEUR EU 1,476.3 (766.4) (66.1) WW INTERNATIONAL WW6 QT 1,476.3 (766.4) (66.1) WYNDHAM DESTINAT WYND US 7,466.0 (560.0) 335.0 WYNDHAM DESTINAT WD5 TH 7,466.0 (560.0) 335.0 WYNDHAM DESTINAT WD5 GR 7,466.0 (560.0) 335.0 WYNDHAM DESTINAT WD5 QT 7,466.0 (560.0) 335.0 WYNDHAM DESTINAT WYNEUR EU 7,466.0 (560.0) 335.0 YELLOW PAGES LTD YMI GR 334.0 (94.9) 40.9 YELLOW PAGES LTD YEUR EU 334.0 (94.9) 40.9 YELLOW PAGES LTD Y CN 334.0 (94.9) 40.9 YELLOW PAGES LTD YLWDF US 334.0 (94.9) 40.9 YRC WORLDWIDE IN YRCW US 1,907.3 (370.1) (19.5) YRC WORLDWIDE IN YRCWUSD EU 1,907.3 (370.1) (19.5) YRC WORLDWIDE IN YEL1 TH 1,907.3 (370.1) (19.5) YRC WORLDWIDE IN YRCWEUR EU 1,907.3 (370.1) (19.5) YUM! BRANDS -BDR YUMR34 BZ 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC TGR TH 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC TGR GR 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC YUM* MM 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC YUMUSD SW 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC YUMUSD EU 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC TGR GZ 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC YUM US 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC YUM AV 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC TGR TE 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC YUMEUR EU 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC TGR QT 4,674.0 (7,994.0) (64.0) YUM! BRANDS INC YUM SW 4,674.0 (7,994.0) (64.0) ********* 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 ***