/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191119.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, November 19, 2019, Vol. 23, No. 322 Headlines 1ST ADVANTAGE: Appointment of Ombudsman Stayed ACOSTA INC: To Pursue Prepackaged Chapter 11 Reorganization ADVISOR GROUP: S&P Puts 'B+' ICR on CreditWatch Negative AERO-MARINE: $890K Sale of Punta Gorda Property to Weitzels Okayed AIR INDUSTRIES: Posts $187,000 Net Income in Third Quarter AIRNET TECHNOLOGY: Updates on Sale of 20.3% of Advertising Biz. AMERICAN EQUITY: Fitch Rates $400MM Series A Preferred Stock 'BB' APC AUTOMOTIVE: S&P Lowers ICR to 'SD' on Distressed Exchange ARABIE TRUCKING: Exclusivity Period Extended to Dec. 10 ARADIGM CORPORATION: Exclusivity Period Extended to Feb. 14 ARSENAL RESOURCES: Files Chapter 11 to Implement Pre-Pack Plan ASC INSULATION: Seeks Authorization to Use Cash Collateral ASPEN PACIFIC: Case Summary & Largest Unsecured Creditors AVANOS MEDICAL: S&P Alters Outlook to Negative, Affirms BB- ICR BARKATH PROPERTIES: May Use Cash Collateral Until Dec. 11 BD WHITE BIRCH: S&P Withdraws 'B+' Issuer Credit Rating BETTER USED TRUX: Dec. 12 Hearing on Disclosure Statement BOULDER DENTISTRY: Excused From Appointment of Ombudsman BREAD & BUTTER: Seeks to Hire Sandberg Phoenix as Legal Counsel C2 PLUMBING: Case Summary & 7 Unsecured Creditors C21 INVESTMENTS: Is Unaware of Any Material Changes in Operations CAA HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B+' ICR CAH ACQUISITION 1: Sets Bidding Procedures for All Assets CAH ACQUISITION 2: Trustee Sets Bidding Procedures for All Assets CAH ACQUISITION 3: Trustee Sets Bidding Procedures for All Assets CAH ACQUISITION 6: Trustee Sets Bidding Procedures for All Assets CAH ACQUISITION 7: Trustee Sets Bidding Procedures for All Assets CANTRELL DRUG: Seeks to Hire Keech Law as Legal Counsel CAROLINA CARBONIC: Obtains Interim OK to Use Cash Collateral CELLA III: Has Until Dec. 23 to Exclusively File Chapter 11 Plan CENTENE CORP: Fitch Rates $7BB Sr. Unsecured Notes 'BB+' CENTENE CORP: Moody's Rates $7BB Planned Unsec. Debt 'Ba1' CENTER CITY: Ombudsman Says STC Concerns Addressed CHARITY CHURCH: Proposed Sale of Forth Worth Property Approved CHINA LENDING: Reports $27.1 Million Net Loss for H1 2019 CJ AUTO: Bankruptcy Administrator Unable to Appoint Committee COOLSYS INC: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable COPY DU SERVICES: Seeks to Use Hibiscus Cash Collateral CORNERSTONE HOMES: Trustee Selling Corning Property for $99K CSI-ABSOLUTE: Gets Leave to Use Cash Collateral Thru Nov. 30 CVR PARTNERS: S&P Alters Outlook to Stable, Affirms 'B+' ICR DALE KNOX: PCO Says Patient Care Meets Standards DEAN FOODS: Friendly's Says Its Not Part of Chapter 11 Filings DELMAR SUBS: Seeks Authority to Use BB&T Cash Collateral DESIGN REFRIGERATION: U.S. Trustee Unable to Appoint Committee DIPLOMAT PHARMACY: S&P Puts 'B-' ICR on CreditWatch Negative DONMAR EQUITIES: U.S. Trustee Unable to Appoint Committee DONMAR RENTALS: U.S. Trustee Unable to Appoint Committee DOUGHERTY'S HOLDINGS: Seeks to Hire Integrity Pharmacy as Broker DOVETAIL GALLERY: Exclusivity Period Extended to Feb. 10 DUCOMMUN INC: S&P Raises ICR to 'BB-' on Improved Credit Metrics EMPORIA PROPERTY: U.S. Trustee Forms 3-Member Committee ENVIVA PARTNERS: Fitch Rates $355MM Sr. Unsec. Notes 'BB-' EP ENERGY: Morrison & Foerster Represents Noteholders Group EXMCEUTICALS INC: Temporary Management Cease Trade Order Granted FCPR ACQUISITION: Committee Appointed in Cedar Plastics Case FERNANDO IRIZARRY: U.S. Trustee Puts on Hold PCO Appointment FIN ASSOCIATES: Camber Buying Bridgewater Property for $17.5M FIRST FLORIDA: Court Defers Hearing on PCO Report FIVE J'S AUTO: Unsecureds to Recover 0.34% Under Plan FLOYD SQUIRES: Liquidating Agent Selling Samoa Property for $80K FOX SUBACUTE: Motion vs. Ombudsman Appointment Due Nov. 25 FRIENDSWOOD COMMERCIAL: Browne Buying Friendswood Propty. for $836K FUSION CONNECT: Davis Polk Files Updated List of First Lien Group GARRETT LIMESTONE: Exclusivity Period Extended to Dec. 31 GLOBAL CLOUD: Completes Initial Sale; To Pursue Standalone Plan GYPSUM RESOURCES: Asks to Use Rep-Clark Cash Collateral GYPSUM RESOURCES: Rep-Clark Objects to Cash Collateral Motion H&L COHEN: Case Summary & 2 Unsecured Creditors HANKEY O'ROURKE: May Use Cash Collateral Thru Jan. 22, 2020 HERTZ CORP: S&P Rates $750MM Senior Unsecured Notes Due 2028 'B-' HIGH BRASS FARM: Seeks to Extend Exclusivity Period to Feb. 3 HNY ENTERTAINMENT: Seeks to Hire Prevas and Prevas as Counsel HOLCOMB ACQUISITIONS: Seeks Authorization to Use Cash Collateral HORIZON GLOBAL: Names Matthew Pollick as Chief Operating Officer HORIZON GLOBAL: Posts $145.5 Million Net Income in Third Quarter HOSPITAL ACQUISITION: Selling Lifecare's Equity Interests for $350K HOULIHAN'S RESTAURANTS: Files Chapter 11 With Landry's Deal IMPORT SPECIALTIES: Charter Bank Objects to Cash Collateral Motion IMPORT SPECIALTIES: Seeks to Use Cash Collateral Thru Jan. 5, 2020 IPC CORP: S&P Cuts ICR to SD After Second-Lien Term Loan Amendment J-H-J INC: Case Summary & 20 Largest Unsecured Creditors JANETTE COCKRUM: Hodges Buying Mountain Home Property for $151K JCM INSURANCE: Unsecured Creditors to Recover 8% in Plan JUST FOR YOU: Unsecureds to Recover 8% Under Plan LASALLE GROUP: Ombudsman to Visit 3 Locations November LEMKCO FLORIDA: Plan Pushes for Spring Hill Redevelopment LIP INC: Thomson Burton Represents Multiple Parties LOLIVI FOODS: U.S. Trustee Unable to Appoint Committee M & C PARTNERSHIP: Exclusivity Period Extended to Dec. 23 M & M AUTO: Proposes Private Sale of All Assets to Hershkop MABVAX THERAPEUTICS: Exclusivity Period Extended Until March 18 MATRA PETROLEUM: Exclusivity Period Extended to Jan. 27 MCCLATCHY CO: S&P Cuts ICR to 'CCC-' on Pension Funding Shortfall MCQUILLEN PLACE: CBRT Says Disclosure Statement Inadequate MCQUILLEN PLACE: First Security Says Plan Not Confirmable MEDIQUIP INC: Says Ombudsman Is Not Necessary MINNESOTA MEDICAL UNIVERSITY: S&P Cuts Senior Secured Ratings to D MJW FILMS: Meyers Law Represents Glassgow, Witherwill MLW LLC: Delays Plan Filing Until Sale of Property is Completed MURPHY OIL: S&P Rates New $550MM Senior Unsecured Notes 'BB+ NXT ENERGY: Releases Third Quarter 2019 Results OLEUM EXPLORATION: Seeks to Extend Exclusivity Period to March 31 ONE SKY: Fitch Gives B Rating to New $425MM Term Loan B ONE SKY: Moody's Assigns B2 Corp. Family Rating, Outlook Stable PERKINS TIMBER: Plan Proposes Monthly Payments for 6 Years PGX HOLDINGS: S&P Lowers ICR to 'CCC' on Upcoming Debt Maturity POWER SOLUTIONS: Delays Filing of Third Quarter Form 10-Q PRESTIGE BRANDS: Moody's Alters Outlook on B2 CFR to Positive PROFESSIONAL RESOURCES: Seeks to Hire Memory Memory as Counsel QUORUM HEALTH: S&P Lowers ICR to 'CCC-'; Outlook Negative QURATE RETAIL: S&P Alters Outlook to Negative, Affirms 'BB' ICR RAINBOW LAND: Exclusivity Period Extended Until Dec. 26 RECYCLING REVOLUTION: Seeks Authority to Use Cash Collateral REGAL ROW FINA: Court Approves Cash Use Motion on Final Basis REGIONAL HEALTH: Reports $3.6 Million Net Income for 3rd Quarter REMNANT OIL: Seeks to Extend Exclusivity Period to Jan. 12 RILEY DRIVE: Gets Cash Collateral Approval Thru Dec. 18 RIVER HIGHLANDS: HMP Completes Receivership Engagement ROBERT GUNVILLE: Selling Two Parcels of Real Estate for $218K ROYALE ENERGY: Posts $2.12 Million Net Income in Third Quarter S.A.S.B. INC: U.S. Trustee Unable to Appoint Committee SABERT CORP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable SHADDEN LLC: U.S. Trustee Unable to Appoint Committee SHAYAN LOBAT: Melamed Buying Beverly Hills Property for $3 Million SHOPPINGTOWN MALL NY: Seeks to Hire Maksin & Maksin as Accountant SILVER CREEK: Nov. 21 Auction of Assets Set SIZMEK INC: Given Until Jan. 13 to Solicit Plan Acceptances SOUTHCROSS ENERGY: Exclusivity Period Extended to Jan. 27 ST. JUDE NURSING: Court OKs Agreed Termination of Ombudsman STB LTD: Under Receivership; Hilco to Market Patents TARGA RESOURCES: S&P Rates $750MM Senior Unsecured Notes 'BB' TASEKO MINES: S&P Lowers ICR to 'B-' on Weaker Credit Metrics TOD C. TURNER: Lake Forest Buying Two Waterfront Lots for $4.5M TRAKOPOLIS IOT: Files Notice of Intention to Make BIA Proposal TROIANO TRUCKING: Ch. 11 Trustee Wins OK to Use Cash Collateral TTK RE ENTERPRISE: May Use Cash Collateral Thru Nov. 30 UNITI GROUP: Windstream Discloses Cleansing Materials UPLAND SOFTWARE: S&P Affirms 'B' ICR on Modest Increase in Leverage VECTOR GROUP: S&P Affirms 'B' ICR on Dividend Plan; Outlook Stable VERITY HEALTH: Extends NantWorks' Sale Objection Deadline WESTBANK CONSTRUCTION: Seeks to Hire Kraig Kobert as Accountant WESTCHESTER DEVELOPMENT: Wants to Move Exclusivity Period to Feb. 4 ZATO INVESTMENTS: Central AR Buying Little Rock Property for $50K [^] Large Companies with Insolvent Balance Sheet ********* 1ST ADVANTAGE: Appointment of Ombudsman Stayed ---------------------------------------------- 1st Advantage Home Care, Inc., filed a motion to stay the appointment of an ombudsman pursuant to 11 U.S.C. Sec. 333(a). Based on the pleadings and documents before the Court and with no objection from the United States Trustee, the Court finds that the appointment of an Ombudsman is not necessary for the protection of the Debtor's clients. Judge Phyllis M. Jones granted the Motion and directed the U.S. Trustee to stay appointment of an ombudsman until and unless further orders of the Court direct otherwise. A full-text copy of the order is available at https://tinyurl.com/v5rvrk9 from PacerMonitor.com at no charge. About 1st Advantage Home Care 1st Advantage Home Care, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 19-15344)on Oct. 7, 2019. At the time of the filing, the Debtor had estimated assets of between $50,001 and $100,000 and liabilities of between $500,001 to $1 million. ACOSTA INC: To Pursue Prepackaged Chapter 11 Reorganization ----------------------------------------------------------- Acosta, Inc., a full-service sales and marketing agency, on Nov. 8, 2019, disclosed that it has reached an agreement with more than 70% of its lenders and more than 80% of its noteholders, each by principal amount, on the terms of a comprehensive reorganization and recapitalization. The deal will eliminate all of the Company's approximately $3 billion of long-term debt. Further, investors have committed $250 million in new equity capital backstopped by institutions committed to the long-term success of Acosta. "This is a very positive development for Acosta and our employees, clients, customers and other business partners," said Darian Pickett, CEO of Acosta. "Through this strategic step, Acosta will be well-positioned, both operationally and financially, to make critical investments in our business and drive sales and market penetration for our clients and customers. Our business remains fundamentally strong, and we are pleased that our new investors recognize the long-term value Acosta can create for our clients and customers. We all are excited about what the future holds for Acosta." CONTINUITY OF SERVICE Acosta's "pre-packaged" Chapter 11 Plan of Reorganization (the "Plan") provides that vendors will be paid in full for goods and services provided before and during the Chapter 11 process, and all employees can expect to receive their usual wages and benefits. "This process will enable us to continue to operate our business without disruption to clients, customers, employees, and business partners," said Mr. Pickett. "Our number one priority always has been to help drive long-term growth for our clients and customers and ensure they are well-equipped to succeed in the competitive consumer landscape. We look forward to doubling down on this commitment by reinvesting in our people and our capabilities across all retail channels." Mr. Pickett added, "I would like to thank all of our valued employees, clients, customers, and business partners for their ongoing support." TERMS OF THE RESTRUCTURING AGREEMENT The agreement provides for a conversion of all of Acosta's bank and bond debt into equity, an infusion of $250 million in cash, and full satisfaction of other unsecured obligations in the ordinary course of business. After the restructuring and recapitalization, on a pro forma basis, Acosta will have zero net interest burden and remain significantly cash flow positive with ample liquidity and working capital. The Company will emerge with the strongest balance sheet in the industry. Acosta and its lenders have agreed to implement the restructuring through the "pre-packaged" Plan. Accordingly, Acosta and its U.S. affiliates intend to file voluntary Chapter 11 petitions in the coming weeks. Acosta's non-U.S. subsidiaries and affiliates are not expected to be included in the upcoming filing or affected by the Chapter 11 process. Having already received support for the Plan from a supermajority of both its lenders and noteholders, the Company expects to complete the restructuring process quickly. Kirkland & Ellis LLP is acting as legal counsel for the Company, PJT Partners, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Davis Polk & Wardwell LLP is acting as legal counsel for an ad hoc group of lenders and Centerview Partners is acting as financial advisor. White & Case LLP is acting as legal counsel for certain supporting creditors. Sullivan & Cromwell LLP is acting as legal counsel for certain other supporting creditors. About Acosta Acosta -- http://www.acosta.com-- provides a range of outsourced sales, marketing and retail merchandising services throughout the U.S., Canada and Europe. For 90 years, Acosta has led the industry in helping consumer packaged goods companies move products off shelves and into shoppers' baskets. ADVISOR GROUP: S&P Puts 'B+' ICR on CreditWatch Negative -------------------------------------------------------- S&P Global Ratings placed its 'B+' issuer credit and senior secured ratings, and 'B-' senior unsecured debt rating on Advisor Group Holdings Inc. on CreditWatch with negative implications. The CreditWatch placement follows Advisor Group's announcement that it has entered into a definitive merger agreement to acquire Ladenburg Thalmann, a financial services holding company which owns a group of independent broker-dealers with approximately 4,500 advisors, for $1.3 billion. The deal will largely be debt financed, although the final funding structure and debt terms have not yet been determined. Additionally, the acquisition still has to go through regulatory and shareholder approvals before its expected close in the first half of 2020. The CreditWatch placement reflects S&P's expectation that Advisor Group's mostly debt-financed acquisition of Ladenburg Thalmann could potentially weaken the company's credit metrics, particularly its debt service capacity. The transaction is expected to include $324 million of unsecured debt assumed from Ladenburg Thalmann. Additionally, Advisor Group has obtained financing commitments from several banks for a $775 million secured bridge facility. As of now, the remainder of the acquisition is expected to be funded with approximately $280 million of new equity from the company's sponsor, Reverence Capital. However, given uncertainty over the final terms of the new borrowings and the potential for changes to the structure of the new debt, S&P cannot yet ascertain the impact it will have on the combined company's debt servicing capabilities. Furthermore, the company's plan for the combined business, including the potential to realize synergies from Ladenburg, has not yet been fully detailed. The rating agency will seek to gain additional information on these items during its review period. S&P will resolve the CreditWatch when it gets further clarity on the company's plans for the combined business, the final debt structure and terms of the new borrowings, and the company gets closer to completion of the transaction. "We could lower the ratings if following our review, we believe the transaction will result in weakened debt service coverage and reduced funding flexibility," S&P said. "Conversely, we could affirm the ratings and remove them from CreditWatch if we believe that even with the additional borrowings, Advisor Group will have sufficient earnings and cash flows to comfortably service its debt burden, and adequate covenant headroom to support liquidity," the rating agency said. AERO-MARINE: $890K Sale of Punta Gorda Property to Weitzels Okayed ------------------------------------------------------------------ Judge Caryl E. Delano of the Bankruptcy Court for Middle District of Florida authorized Aero-Marine Technologies, Inc.'s sale of the real property located at 3249 Antigua Drive, Punta Gorda, Florida to Alec Weitzel and Monika Weitzel for $900,000. A hearing on the Motion was held on Aug. 28, 2019, at 10:30 a.m. The Court being advised that the Purchasers have submitted a revised offer to purchase the Real Property in the reduced amount of $890,000. The Debtors, as co-trustees of the Joseph and Theresa Vaughn Revocable Trust, are authorized to sell the Real Property to the Purchasers in accordance with the terms of the "As Is" Residential Contract for Sale and Purchase, free and clear of any and all liens, claims, encumbrances and interests. The Debtors as the Sellers will be responsible for the Closing Costs as further detailed in the Contract, which will be paid from the proceeds from the sale at the Closing, including the Broker Fees, which will be paid directly from the proceeds from the sale at the Closing. The remainder of the proceeds after payment of the Closing Costs will be distributed at closing (a) first, to Bank of America on account of both of its first and second liens, which secured claims will be reduced by the amount of $10,000.00 as a carve-out for the payment of the United States Trustee fees related to the sale, and (b) second, to Central Bank on account of its lien in third position. The payment received by Bank of America will be applied to satisfy Bank of America's secured claims against the Debtors. The payment received by Central Bank will be applied to reduce Central Bank's secured claim. The Carve-Out will be deposited in the trust account of Stichter, Riedel, Blain & Postler, P.A. pending further order of the Court. Notwithstanding Bankruptcy Rule 6004(g), and 6006(d) and 7062, the Order is effective and enforceable immediately upon entry and there is no reason for delay in the implementation of the Order. A copy of the Contract attached to the Order is available for free at: https://tinyurl.com/wqmmsaa About Aero-Marine Technologies Aero-Marine Technologies, Inc. -- https://www.aero-marinetechnologies.com/ -- provides total support for waste and water system components found on Boeing, Airbus and Embraer aircraft. Aero-Marine Technologies is a full-service maintenance, repair and overhaul (MRO) with a worldwide customer base. Aero-Marine Technologies sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07547) on Aug. 9, 2019. The Debtor's case is jointly administered to that of Joseph N. Vaughn and Theresa L. Vaughn. In the petition signed by Joseph N. Vaughn, president, Aero-Marine's assets are estimated at $500,000 to $1 million, and its liabilities at $1 million to $10 million. The Hon. Caryl E. Delano is the case judge. Stitchler, Riedel, Blain & Postler, P.A., is the Debtor's legal counsel. AIR INDUSTRIES: Posts $187,000 Net Income in Third Quarter ---------------------------------------------------------- Air Industries Group filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $187,000 on $13.99 million of net sales for the three months ended Sept. 30, 2019, compared to a net loss of $3.13 million on $10.73 million of net sales for the three months ended Sept. 30, 2018. For the three months ended Sept. 30, 2019, consolidated gross profit was $3.0 million increasing $1.6 million or 114.3% compared to $1.4 million for the three months in 2018. Gross profit as a percentage of sales increased to 21.4% for 2019 compared to 13.1% in 2018. Operating expenses for the three months ended Sept. 30, 2019, were $1.8 million decreasing $400,000 or 18.2% compared to $2.2 million for the three months in 2018. Income from operations was $1.2 million increasing nearly $2.0 million from an operating loss of $800,000 for the three months in 2018. Interest and financing costs were $835,000 compared to $830,000 for the three months in 2018. Income from continuing operations was $400,000, increasing nearly $2.0 million from a loss of $1.6 million in 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss of $1.47 million on $41.24 million of net sales compared to a net loss of $4.41 million on $33.61 million of net sales for the same period during the prior year. As of Sept. 30, 2019, the Company had $50.75 million in total assets, $40.19 million in total liabilities, and $10.56 million in total stockholders' equity. The Company believes that market conditions for the Company's products remain healthy. In light of strong demand from its customers which is anticipated to continue, the Company now expects fiscal 2019 sales from continuing operations to exceed $53.0 to $55.0 million which is above its previously issued sales guidance of sales in excess of $50.0 million. In addition, as a result of better year-to-date operating performance and continued expected improvements, the Company now expects Adjusted EBITDA for fiscal 2019 to approximate $5.0 million to $5.5 million as compared to its prior guidance of $4.0 million to $4.5 million. Mr. Lou Melluzzo, CEO of Air Industries said, "I am pleased to report that Air Industries had positive net income for the third quarter of 2019. Our results in the third quarter reflect the increased focus on and the continuing improvement of our operations. We expect the improvement seen in the third quarter to continue in the fourth quarter and into next year. The results of the third quarter and the nine months of 2019 enables us to again raise our financial guidance for both sales and adjusted Ebitda for the balance of 2019." A full-text copy of the Form 10-Q is available for free at: https://is.gd/442nAs About Air Industries Headquartered in Bay Shore, New York, Air Industries Group is an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors. Air Industries reported a net loss of $10.99 million in 2018 following a net loss of $22.55 million in 2017. As of June 30, 2019, the Company had $53.31 million in total assets, $43.02 million in total liabilities, and $10.29 million in total stockholders' equity. Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle Brook, NJ, the Company's auditor since 2008, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered a net loss in 2018 and is dependent upon future issuances of equity or other financing to fund ongoing operations, all of which raise substantial doubt about its ability to continue as a going concern. AIRNET TECHNOLOGY: Updates on Sale of 20.3% of Advertising Biz. --------------------------------------------------------------- AirNet Technology Inc., formerly known as AirMedia Group Inc., announced that Beijing Linghang Shengshi Advertising Co., Ltd., one of the variable interest entities of the Company, Mr. Herman Guo, the Chairman and CEO of the Company, and Mr. Qing Xu, the director and executive president of the Company and Jiangsu Hongzhou Investment Co., Ltd., an independent third party (the "Buyer"), have recently entered into a supplementary agreement to the equity transfer agreement on the sale of the 20.32% equity interest of Airmedia Group Co., Ltd. ("AM Advertising"), which was previously announced by the Company on Nov. 6, 2018. The Supplementary Agreement was entered into on the outstanding amount of RMB380 million out of the total consideration of RMB580 million that has not been paid by the Buyer. Under the Supplementary Agreement, Buyer shall cause the RMB60 million out of the total outstanding amount of RMB380 million to be paid. Furthermore, after the Target shall be successfully listed, the remaining consideration of RMB320 million shall be paid in a lump sum within 90 business days after the lock-up on the equity held by the Buyer in the Target is lifted, on the condition that the stock value held by the Buyer in the Target shall not be less than RMB1.524 billion (i.e. the valuation of the Target is not less than RMB7.5 billion) when the lock-up on the equity held by the Buyer in the Target is lifted. A full-text copy of the Supplementary Agreement to Equity Transfer Agreement is available for free at: https://is.gd/l4D0XD About AirNet Technology Incorporated in 2007 and headquartered in Beijing, China, and formerly known as AirMedia Group Inc, AirNet (Nasdaq: AMCN) provides in-flight solutions to connectivity, entertainment and digital multimedia in China. AirNet -- http://ir.ihangmei.com-- empowers Chinese airlines with seamlessly immersive Internet connections through a network of satellites and land-based beacons, provides airline travelers with interactive entertainment and a coverage of breaking news, and furnishes corporate clients with advertisements tailored to the perceptions of the travelers. Marcum Bernstein & Pinchuk LLP, in New York, issued a "going concern" qualification in its report dated April 30, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AirMedia incurred a net loss of US$93.41 million in 2018 following a net loss of US$179.2 million in 2017. As of Dec. 31, 2018, AirMedia had US$129.8 million in total assets, $115.41 million in total liabilities, and US$14.39 million in total equity. AMERICAN EQUITY: Fitch Rates $400MM Series A Preferred Stock 'BB' ----------------------------------------------------------------- Fitch Ratings assigned a rating of 'BB' to American Equity Investment Life Holding Company's issuance of $400 million of 5.95% Series A perpetual preferred stock. The ratings assigned to AEL and its' operating subsidiaries are unaffected by the action. KEY RATING DRIVERS The assignment of the final rating follows the receipt of final documentation conforming to information already received. The final rating is in line with the expected rating assigned on Nov. 12, 2019. The proceeds of the preferred issuance will be used to pay down eight outstanding subordinated debentures with a face value of approximately $170 million and for general corporate purposes. Based on its rating criteria, Fitch anticipates assigning 100% equity credit to the preferred stock for purposes of calculating financial leverage ratios. AEL's pro forma financial leverage is expected to improve as a result of the retirement of the subordinated notes and Fitch's assignment of 100% equity credit to the preferred stock. Fitch anticipates that financial leverage will be around 17% at YE 2019, which falls within rating expectations for the company. Fitch also expects that fixed-charge coverage will remain within rating expectations going forward. The Series A preferred stock has no maturity, dividends are noncumulative, and the company has the option to defer them at their discretion. The Series A securities rank above AEL's common stock and are subordinated to the company's outstanding senior unsecured notes. Due to the lack of mandatory deferral features, Fitch views the securities as having "minimal" non-performance risk as defined in Fitch's criteria. The preferred stock is notched down by three from AEL's Issuer Default Rating, with two notches for "poor" recovery expectations consistent with standard criteria assumptions for subordinated holding company securities in a ring-fenced regulatory environment, and one notch for "minimal" non-performance risk consistent with criteria standards for hybrid notching. RATING SENSITIVITIES Upgrade Sensitivities: AEL's ability to achieve a higher IFS rating is constrained by the company's limited diversity of earnings and cash flow given a heavy focus on fixed indexed annuities. This constraint could be overcome by continued improvement in capitalization as evidenced by a Prism score well into the 'Strong' category on a sustained basis; financial leverage below 15%; and improved operating results and stable investment quality. Downgrade Sensitivities: Factors that could lead to a downgrade include a reduction in capitalization that results in a Prism score in the low range of 'Adequate' and an RBC ratio below 325%; financial leverage above 25%; a sustained deterioration in operating results such that interest coverage is below 5x; or a significant increase in lapse/surrender rates. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. APC AUTOMOTIVE: S&P Lowers ICR to 'SD' on Distressed Exchange ------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on APC Automotive Technologies Intermediate Holdings LLC to 'SD' (selective default) from 'CC', and the issue-level rating on the first-lien term loan due in 2024 to 'D' from 'CC'. The downgrade follows the announcement that APC completed an exchange of its first-lien term loan for a combination of term loans A-1, A-2, A-3, and B. S&P considers this a distressed transaction given the proposed maturity extension, the junior ranking of the exchanged term loan B, and the timing of the cash interest payments being slowed. The second-lien term loan (not rated) was exchanged for equity, and the additional $40 million raised by the exchange will be used to lower borrowings on the company's asset-backed revolving facility. S&P expects to re-evaluate the issuer credit rating on APC upon review of the updated capital structure and liquidity. ARABIE TRUCKING: Exclusivity Period Extended to Dec. 10 ------------------------------------------------------- Judge Jerry Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana extended the period during which Arabie Trucking Services, LLC and its affiliates have the exclusive right to file a Chapter 11 plan of reorganization and disclosure statement to Dec. 10, and the period to obtain acceptances for the plan to Feb. 10, 2020. According to court filings, the companies sought the extension to pursue further negotiations with an investor that will significantly impact the terms of their proposed plan. About Arabie Trucking Services Arabie Trucking Services, LLC and Sugarland Express, LLC sought Chapter 11 protection (Bankr. E.D. La. Case Nos. 19-11603 and 19-11604) on June 13, 2019. TAK Enterprises, LLC, an affiliate, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11512) on June 4, 2019. The cases are jointly administered, with Arabie Trucking Services as the lead case. At the time of the filing, Arabie Trucking Services was estimated to have assets of less than 50,000 and liabilities of less than $500,000. The Debtors tapped Douglas S. Draper, Esq., at Heller, Draper, Patrick, Horn & Manthey, LLC, as counsel. ARADIGM CORPORATION: Exclusivity Period Extended to Feb. 14 ----------------------------------------------------------- Judge William Lafferty III of the U.S. Bankruptcy Court for the Northern District of California extended the period during which only Aradigm Corporation can file a Chapter 11 plan to Feb. 14, 2020. The company can solicit acceptances for the plan until April 10, 2020. Aradigm sought the extension in order to continue to focus on its sales process and its pursuit of European Medicines Agency's approval of its marketing authorization application. About Aradigm Corporation Aradigm Corporation -- http://www.aradigm.com/-- is an emerging specialty pharmaceutical company focused on the development and commercialization of products for the treatment and prevention of severe respiratory diseases. Over the last decade, the company invested a large amount of capital to develop drug delivery technologies, particularly the development of a significant amount of expertise in respiratory (pulmonary) drug delivery as incorporated in its lead product candidate that recently completed two Phase 3 clinical trials, Linhaliq inhaled ciprofloxacin, formerly known as Pulmaquin. The company is headquartered in Hayward, Calif. Aradigm Corporation sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 19-40363) on Feb. 15, 2019. In the petition signed by John M. Siebert, executive chairman and interim principal executive officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. The case is assigned to Judge William J. Lafferty. The Debtor tapped Jeffer, Mangels, Butler & Mitchell LLP as bankruptcy counsel; Sheppard Mullin Richter & Hampton LLP as special patent counsel; and EMA Partners, LLC as investment banker. ARSENAL RESOURCES: Files Chapter 11 to Implement Pre-Pack Plan -------------------------------------------------------------- Arsenal Resources Development LLC ("ARD"), a natural gas operator in the Appalachian Basin, disclosed that it and certain of its affiliates have commenced chapter 11 cases in the Bankruptcy Court for the District of Delaware on November 8, 2019 to implement a pre-packaged plan of reorganization (the "Plan"), pursuant to which the Company will pursue a recapitalization transaction that includes a $100 million new equity investment made by certain funds affiliated with Chambers Energy Capital as well as by Mercuria Energy Company, two of the Company's most significant lenders, and a substantial deleveraging of the Company's balance sheet. The Plan has the support of 100% of the Company's existing lenders and an overwhelming majority of the Company's equity holders, all of whom signed a restructuring support agreement prior to the Company's commencement of the chapter 11 cases. Upon consummation of the Plan, the recapitalized Company will be majority-owned by certain funds affiliated with Chambers Energy Capital as well as by Mercuria Energy Company (or one of its affiliates). In addition to the foregoing $100 million equity investment, syndicated lenders to the Company have agreed to equitize more than $360 million of long-term debt. Upon completion of the transaction, the recapitalized Company is projected to have a new $130 million RBL facility, and no other funded debt. Importantly, the Plan provides that employees, customers, and vendors of ARD's operating subsidiaries will be paid in full in the ordinary course of business. "We are pleased that our principal lenders have demonstrated their confidence in the Company. The lenders voted unanimously in favor of the Plan, and will recapitalize the Company with $100 million of new equity capital. Implementing the Plan will provide the Company with the needed capital to execute on its long-term business plan and pursue growth opportunities, and allow it to continue to operate seamlessly for our customers, vendors, employees and stakeholders," said Jonathan Farmer, the Company's Chief Executive Officer. About Arsenal Resources Arsenal Resources -- http://www.arsenalresources.com/-- is an independent exploration and production company headquartered in Pittsburgh, Pennsylvania that is engaged in the acquisition, exploration, development and production of natural gas in the Appalachian Basin. Arsenal Resources Development LLC and 16 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12347) on Nov. 8, 2019 to implement terms of a prepackaged Chapter 11 plan of reorganization. Arsenal was estimated to have at least $500 million in assets and liabilities as of the bankruptcy filing. The Company is represented by Simpson Thacher & Bartlett LLP and Young Conaway Stargatt & Taylor LLP, as legal counsel, PJT Partners LP, as investment banker and Alvarez & Marsal North America, LLC, as restructuring advisor. ASC INSULATION: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- ASC Insulation Fireproofing and Supplies, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to use cash collateral. Prior to the Petition Date, the Debtor borrowed certain sums of money from St. Charles Bank & Trust, pursuant to certain Loan Documents. As of the Petition Date, there was and remains due and owing from the Debtor to the Secured Lender under the Loan Documents, the total amount, including principal and interest of $421,176. Secured Lender held a perfected lien on substantially all of the Debtor's prepetition assets, including but not limited to, cash on hand, inventory, accounts receivable, and general intangibles, together with the proceeds thereof. The Debtor proposes to use the cash collateral solely for the purposes outlined in the Interim Cash Collateral Order. The Debtor further proposes to: (1) for any diminution in value of Secured Lender's interests in the cash collateral from and after the Petition date, grant Secured Lender a replacement lien on all of the Debtor's assets; (2) for any diminution in value of Secured Lender's interests in the cash collateral from and after the Petition date, grant Secured Lender an administrative expense claim pursuant to Section 507(b) of the Code; and (3) make periodic payments of $ 10,650 per month to the Bank until further order of Court to further protect against any diminution in value of the collateral. A copy of the Motion is available for free at https://tinyurl.com/rkuuwte from Pacermonitor.com About ASC Insulation Fireproofing ASC Insulation Fireproofing and Supplies, Inc. -- http://www.ascfireproofing.com-- is a family-owned company specializing in commercial spray-applied fireproofing coatings, industrial coatings, intumescent coatings, and thermal and acoustical coatings. ASC Insulation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-31687) on Nov. 6, 2019. Judge Timothy A. Barnes is assigned to the case. In the petition signed by its president, Mike Castro, the Debtor estimated assets of less than $50,000 and debt under $10 million. JAMES YOUNG LAW serves as the Debtor's counsel. ASPEN PACIFIC: Case Summary & Largest Unsecured Creditors --------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Aspen Pacific Asset Management, LLC 19-19899 P.O. Box 3733 Basalt, CO 81621 Aspen Pacific Group, Inc. 19-19900 P.O. Box 3733 Basalt, CO 81621 Business Description: The Debtors operate as investment management firms. Chapter 11 Petition Date: November 15, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtors' Counsel: Jenny M.F. Fujii, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: jmf@kutnerlaw.com Aspen Pacific Asset's Estimated Assets: $0 to $50,000 Aspen Pacific Asset's Estimated Liabilities: $0 to $50,000 Aspen Pacific Group's Estimated Assets: $0 to $50,000 Aspen Pacific Group's Estimated Liabilities: $1 million to $10 million The petitions were signed by Howard Cohen, manager. A full-text copy of Aspen Pacific Asset's petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-19899.pdf A full-text copy of Aspen Pacific Group's petition containing, among other items, a list of the 13 unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-19900.pdf AVANOS MEDICAL: S&P Alters Outlook to Negative, Affirms BB- ICR --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' rating on Avanos Medical Inc. (Avanos) and revised the outlook on the company to negative from stable. The rating affirmation reflects S&P's expectation that the disruption related to the company's IT transition is temporary, and its expectations that the company's EBITDA margins will improve by 200 basis points in 2020 and that leverage will decline to around 3.5x, similar to its level in 2018. S&P's assumptions incorporate its view that the company's product portfolio is well positioned for growth. S&P continues to believe that the company's pain management segment should benefit from the growing aversion to prescribing opioids in the U.S., despite the recent disruptions in drug supply and in the distribution chain for those products. At the same time, the outlook revision to negative follows weaker-than-anticipated EBITDA margins in 2019 and reflects the risk to S&P's base case. If the company is unsuccessful in remediating the impacts of the IT system transition in the short term or faces intensified headwinds in some of its markets, S&P could consider lowering the rating. The negative outlook reflects material risks to S&P's base-case projections that the company will deleverage below 4x in 2020. The risks include continued disruption associated with the transition of the IT systems, continued market headwinds in the company's pain management segment, and elevated legal expenses. "We would consider a downgrade if the company is unsuccessful in resolving the challenges with the transition to the new IT system or if it faces unexpected headwinds in its primary markets, such that we expect leverage to remain above 4x or the ratio of free cash flows to debt to remain below 12%," S&P said. BARKATH PROPERTIES: May Use Cash Collateral Until Dec. 11 --------------------------------------------------------- Judge A. Benjamin Goldgar authorized Barkath Properties LLC to use the cash collateral of Byline Bank to pay actual, ordinary and necessary operating expenses, pursuant to the budget, until the earliest of: * Dec. 11, 2019; * the appointment of a trustee; * conversion of the Chapter 11 case to a case under Chapter 7; * the dismissal of the Debtor's case; or * the determination of the Court of a material break of this Court order. Byline Bank is granted valid, binding, enforceable and perfected lines and security interests in any of the Debtor's collateral as of the Petition Date. The Debtor will also pay Byline $10,000 by Nov. 15, 2019, and will maintain insurance coverage on the real estate. A status hearing will be held on Dec. 2, 2019 at 10 a.m. The Debtor must send notice of the next hearing and proposed order to all known parties-in-interest by Nov. 25, 2019. A copy of the Order is available at https://is.gd/Aa74GI from PacerMonitor.com free of charge. About Barkath Properties Barkath Properties is a privately held company engaged in activities related to real estate. The Company owns in fee simple a shopping mall unit in Libertyville, Illinois valued at $1.80 million and a commercial building in Waukegan, Illinois valued at $150,000. Barkath Properties sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-23544) on Aug. 21, 2019. As of the Petition Date, Debtor recorded $2,097,271 in total assets and $5,177,277 in total liabilities. The LAW OFFICE OF O. ALLAN FRIDMAN is serving as the Debtor's counsel. BD WHITE BIRCH: S&P Withdraws 'B+' Issuer Credit Rating ------------------------------------------------------- S&P Global Ratings withdrew its 'B+' issuer credit rating on BD White Birch Investment LLC at the issuer's request. At the same time, S&P withdrew its 'BB' issue-level rating and '1' recovery rating on the company's first-lien term loan. At the time of the withdrawal, S&P's outlook on the company was stable. BETTER USED TRUX: Dec. 12 Hearing on Disclosure Statement --------------------------------------------------------- The hearing to consider the approval of the disclosure statement will be held at 2nd Floor Courtroom, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma on Dec. 12, 2019 at 9:30 o’clock a.m. Dec. 5, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. About A Better Used Trux A Better Used Trux, LLC, is a trucks and trailers dealer in Oklahoma City, Oklahoma. The Company offers in-house financing. A Better Used Trux sought Chapter 11 protection (Bankr. W.D. Okla. Case No. 19-11873) on May 8, 2019. In the petition signed by Brian Vetter, managing member, the Debtor was estimated to have assets of $100,000 to $500,000 and liabilities of the same range. MITCHELL & HAMMOND, led by name partner Mark D. Mitchell, is the Debtor's counsel. BOULDER DENTISTRY: Excused From Appointment of Ombudsman -------------------------------------------------------- Judge Joseph G. Rosania, Jr., granted the motion of Boulder Dentistry, P.C., to excuse the appointment of an ombudsman. "Based upon the representations in the Motion, an ombudsman will not be appointed under Sec. 333 of the Bankruptcy Code," the judge held. The hearing scheduled to commence on Oct. 7, 2019 was vacated. A full-text copy of the order is available at https://tinyurl.com/qswertq from PacerMonitor.com at no charge. About Boulder Dentistry Boulder Dentistry, P.C., is a Colorado professional corporation that owns and operates a dental practice located at 1651 28th Street, Boulder, Colorado 80301. Michael A. Bentz, DDS, has been practicing dentistry for over 25 years. It provides cosmetic dentistry, digital x-rays, laser cavity detection, porcelain implant crowns, and other dental related services. Boulder Dentistry filed a voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 19-19126) on Oct.22, 2019, and is represented by Aaron A. Garber, Esq. at WADSWORTH GARBER WARNER CONRARDY, P.C. BREAD & BUTTER: Seeks to Hire Sandberg Phoenix as Legal Counsel --------------------------------------------------------------- Bread & Butter Concepts, LLC and its affiliates filed applications seeking approval from the U.S. Bankruptcy Court for the District of Kansas to hire legal counsel in connection with their Chapter 11 case. In their applications, Bread & Butter Concepts, Texaz Crossroads LLC, Texaz Table Restaurant of KS LLC, Texaz South Plaza LLC and Texaz Plaza Restaurant LLC propose to employ Sandberg Phoenix & von Gontard P.C. to advise them regarding their powers and duties under the Bankruptcy Code, prepare a reorganization plan, and provide other legal services related to their bankruptcy cases. The firm's hourly rates range from $150 to $350. It received a retainer in the amount of $50,000. Sharon Stolte, Esq., at Sandberg, disclosed in court filings that she and her firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Sandberg can be reached through: Sharon L. Stolte, Esq. Paul D. Sinclair, Esq. Brett M. Simon, Esq. Sandberg Phoenix & von Gontard P.C. 4600 Madison Avenue, Suite 1000 Kansas City, MO 64112 Tel: 816-627-5543 Fax: 816-627-5532 E-mail: sstolte@sandbergphoenix.com psinclair@sandbergphoenix.com bsimon@sandbergphoenix.com About Bread & Butter Concepts Bread & Butter Concepts, LLC -- http://breadnbutterconcepts.com/-- was founded in 2011, and owns and operates multiple upscale restaurants in the Kansas City metropolitan area. Bread & Butter Concepts and its affiliates Texaz Crossroads LLC, Texaz Table Restaurant of KS LLC, Texaz South Plaza LLC and Texaz Plaza Restaurant LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 19-22400) on Nov. 9, 2019. At the time of the filing, Bread & Butter disclosed $4,121,754 in assets and $5,079,795 in liabilities. The cases have been assigned to Judge Dale L. Somers. Sandberg Phoenix & von Gontard P.C. is the Debtor's counsel. C2 PLUMBING: Case Summary & 7 Unsecured Creditors ------------------------------------------------- Debtor: C2 Plumbing, Inc. P.O. Box 369 La Mirada, CA 90637 Business Description: C2 Plumbing Inc. is a privately owned company specializing in commercial plumbing construction. Chapter 11 Petition Date: November 15, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-23459 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd 6th Floor Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 E-mail: michael.berger@bankruptcypower.com Total Assets: $163,589 Total Liabilities: $1,278,148 The petition was signed by Shawna Leigh Cronin, president and chief financial officer. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-23459.pdf C21 INVESTMENTS: Is Unaware of Any Material Changes in Operations ----------------------------------------------------------------- C21 Investments Inc. announced, at the request of IIROC, that management is unaware of any material change in the Company's operations that would account for the recent increase in market activity. About C21 Investments Inc. Headquartered in Vancouver, Canada, C21 Investments -- http://www.cxxi.ca-- is a vertically integrated cannabis company that cultivates, processes, and distributes cannabis and hemp-derived consumer products in the United States. The Company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing, and distribution assets in strategic markets, leveraging industry-leading retail revenues with high-growth potential multi-market branded consumer packaged goods. The Company owns Silver State Relief and Silver State Cultivation in Nevada, and Phantom Farms, Swell Companies, Eco Firma Farms, and Pure Green in Oregon. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. C21 Investments reported a net loss of US$23.60 million for the year ended Jan. 31, 2019, compared to a net loss of US$599,471 for the year ended Jan. 31, 2018. As of July 31, 2019, the Company had US$94.83 million in total assets, US$59.25 million in total liabilities, and US$35.57 million in total shareholder's equity. Davidson & Company LLP, the Company's independent auditor, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Jan. 31, 2019, citing that the Company incurred a net loss during the year ended Jan. 31, 2019 and, as of that date, the Company's current liabilities exceeded its current assets by $13,316,122. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. CAA HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B+' ICR -------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on CAA Holdings LLC and revised its outlook to negative from stable, saying it expects adjusted leverage to remain above the mid-5.0x area for the next 12 to 18 months. The rating agency also assigned its 'B+' issue-level rating and '3' recovery rating to CAA's new term loan facility consisting of a $1.15 billion term loan and a $125 million revolving credit facility. The company will use proceeds to repay its existing $770 million term loan ($757 million outstanding) and fund a $400 million employee share repurchase. The outlook revision to negative reflects S&P's assessment that the proposed transaction will increase CAA's adjusted leverage to about 6.7x as of Sept. 30, 2019 on a pro-forma basis. S&P expects adjusted leverage to remain elevated, above its mid-5.0x downgrade threshold, for the next 12 months before returning below the mid-5x area in early fiscal 2021. S&P believes the company benefits from positive industry tailwinds, and can achieve this primarily through EBITDA growth. However, an unexpected reversal of the positive industry tailwinds, such as a material decline in the volume of content created over the next two years, could keep adjusted leverage elevated above S&P's downside threshold for a sustained period. The negative outlook reflects S&P's view that CAA's adjusted leverage will remain above its mid-5.0x downgrade threshold for the current ratings over the next 12 months. S&P's outlook also reflects its view that the company is dependent on continued positive industry trends to de-lever and there is a risk that an unexpected reversal of these trends, or an unfavorable resolution to the WGA conflict, could keep adjusted leverage elevated beyond the next 12 months. "We could lower our issuer credit rating on CAA if we believe adjusted leverage will remain elevated above the mid-5.0x range beyond fiscal 2020 on a sustained basis. This could occur if the company underperforms our base-case scenario over the next 12 months, either due to an unexpected reversal of the current favorable industry trends or intense competition for talent agents driving down EBITDA margins," S&P said. S&P's base case assumes no material impact from the WGA conflict and expectations for a resolution within the next six to nine months. The rating agency said it may also lower its ratings if the resolution of the WGA conflict is materially worse than it forecasts, negatively affecting the TV segment revenues and in turn, keeping adjusted leverage elevated above the mid-5.0x range beyond fiscal 2020. "We could revise our outlook to stable if we expect CAA will be able to reduce its adjusted leverage to below 5.5x beyond fiscal 2020. This could occur if industry tailwinds, including the growth in content creation, continues to drive revenue growth," S&P said. A stable outlook revision would also entail no changes in CAA's current financial policy or leverage tolerance, according to the rating agency. CAH ACQUISITION 1: Sets Bidding Procedures for All Assets --------------------------------------------------------- Thomas W. Waldrep, Jr., the duly appointed Chapter 11 Trustee in the case of CAH Acquisition Co. #1, LLC, doing business as Washington County Hospital, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the bidding procedures in connection with the sale of all real property and associated personal property of the Debtor, to Affinity Health Partners, LLC for $3.5 million, subject to overbid. The Debtor is a Delaware limited liability company that owns a for-profit 25-bed hospital and Rural Health Clinic on a 20-acre campus located at 958 US Hwy 64 East, Plymouth, North Carolina. The Debtor purchased the Hospital from Washington County on June 1, 2007. The Hospital is classified a Critical-Access Hospital by the Centers for Medicare and Medicaid Services. Washington County maintains that it owns the real property on which the Hospital is located pursuant to an automatic reverter, but the Trustee disputes the position of Washington County. Accordingly, the issue of ownership of the Hospital Real Property is a bona fide dispute. The Hospital is situated in Washington County, North Carolina. It provides the following services: Emergency Room, Surgery, Radiology, Laboratory Services, Physical Rehabilitation, Acute Care, and Swing Beds. The Hospital also serves as the morgue for Washington and adjacent Tyrell Counties as well as a headquarters and helipad site for the local EMS authority. As of the submission of the Motion, the Hospital is open and operating. Sherwood Partners, Inc. as the Trustee's Sales Agent, embarked on a marketing process for the Hospital and the hospitals owned by the Debtor Affiliates immediately upon its retention. On Nov. 4, 2019, the Trustee selected Affinity as the Stalking Horse Bidder, which presented a bid in the amount of $3.5 million for the Debtor's Transferred Assets. The Trustee and the Stalking Horse Bidder are still negotiating the specific terms of the Sale Agreement, and the Trustee intends to file the final version of the Sale Agreement prior to the hearing on the Motion. The proposed Sale of the Hospital is consistent with the terms of the Amended Chapter 11 Plan of Orderly Liquidation, filed by the Trustee on Oct. 17, 2019, which provides for the disposition of substantially all the Debtor's assets through a sale under Section 363 of the Bankruptcy Code by public auction, coordinated by Sherwood and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. Under the Sale Agreement, the Trustee has reserved the right to accept a higher or otherwise better bid to purchase the Transferred Assets (defined below) on and subject to the terms set forth in the Sale Agreement. Accordingly, he asks entry of the Bidding Procedures Order (i) approving the Bidding Procedures and the stalking horse bid protections set forth in the Bidding Procedures and the Sale Agreement, (ii) approving the form and manner of notice of the Sale Procedures and the Sale Agreement, and (iii) scheduling a final hearing to approve the sale of the Transferred Assets to the Stalking Horse Bidder or the Successful Bidder free and clear of all liens, claims, interests, and encumbrances, including but not limited to (i) any successor liability associated with the Medicare/Medicaid Provider Agreements ("CMS Agreements") between the Hospital and CMS 1 and (ii) Washington County's alleged interest in the Hospital Real Property. In the Motion, the Debtor also asks entry of the Sale Order approving a sale of the Transferred Assets free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances attaching to the net proceeds of the sale. The Sale Order provides that the sale of the Transferred Assets will include the assumption and assignment to the Stalking Horse Bidder or the Successful Bidder of all the unexpired leases and other executory contracts designated by the Stalking Horse Bidder or the Successful Bidder for acquisition. The Trustee will have the right, consistent with the procedures, to sell substantially all of the assets of the Debtor's bankruptcy estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 12, 2019 at 5:00 p.m. (ET) b. Initial Bid: $3.5 million, plus $140,000 break-up fee, plus $50,000 c. Deposit: 10% of the Bid amount d. Auction: If one or more timely Qualified Bids are received, an open auction for the Transferred Assets will be conducted on Dec. 19, 2019, commencing at 10:00 a.m. (ET) or such other time as the Trustee may announce. e. Bid Increments: Each Subsequent Bid at the Auction will provide net value to the estate in a minimum amount to be announced at or prior the Auction over the Starting Bid or the Leading Bid, as the case may be. f. Sale Hearing: Dec. 27, 2019 at 2:00 p.m. (ET) g. Sale Objection Deadline: Dec. 23, 2019 Pursuant to the Sale Agreement, the Trustee agrees to pay a break-up fee equal to 4% of the cash purchase offer, or $140,000, if the Stalking Horse Bidder is not the Successful Bidder at the Auction. In addition, any overbid must offer a purchase price for the Transferred Assets that exceeds the purchase price offered by the Stalking Horse Bidder in its Sale Agreement by an amount greater than the Break-Up Fee plus $50,000. Immediately after the completion of (a) the Auction and (b) the auctions of other individual CAH hospitals, as identified in the Plan ("Other Hospitals"), the Trustee will give certain Qualified Bidders the opportunity to group two or more hospitals for further bidding. For purposes of Further Bidding, the minimum bidding increment for any group of two or more hospitals will be 1% more than the sum of the highest bid of each individual hospital that comprises the group that is to be bid upon. As part of the Sale, the Trustee asks authority to assume and assign the Assumed Contracts to the Successful Bidder. With respect to the Assumed Contracts, no later than one business day after entry of the Bidding Procedures Order, the Trustee will file with the Court and serve on each party to an Assumed Contract the Cure Notice. The Cure Objection Deadline is Dec. 23, 2019. By the Motion, the Trustee also asks that the Court approves the Sale of the Transferred Assets to the party submitting the Best Bid free and clear of all liens, claims, interests, and encumbrances. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at https://tinyurl.com/wgovat8 About Washington County Hospital CAH Acquisition Company #1, LLC d/b/a Washington County Hospital, is a Delaware limited liability company that owns a for-profit 25-bed hospital and Rural Health Clinic on a 20-acre campus located at 958 US Hwy 64 East, Plymouth, North Carolina. It purchased the Hospital from Washington County, North Carolina on June 1, 2007. On Feb. 19, 2019, three creditors of CAH Acquisition Company #1, LLC -- Medline Industries, Inc.; Robert Venable, M.D.; and Washington County, North Carolina -- filed an involuntary petition for relief under Chapter 7 of Title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of North Carolina. On March 15, 2019, the Bankruptcy Court entered its order converting the Debtor's case to a case under Chapter 11 of the Bankruptcy Code. The case is jointly administered along with six other critical access hospitals under the Debtor's Chapter 11 case. On Feb. 22. 2019, during the pendency of the Chapter 7 portion of the Debtor's case, Thomas W. Waldrep, Jr., was appointed as interim trustee for the Debtor. On March 15, 2019, upon conversion of the case, Thomas W. Waldrep, Jr., was appointed as Chapter 11 Trustee for the Debtor pursuant to Section 1104 of the Bankruptcy Code. The Trustee's own firm, WALDREP LLP, serves as counsel in the Chapter 11 case. Sherwood Partners, Inc., was appointed as sales agent to the Trustee on Oct. 23, 2019. CAH ACQUISITION 2: Trustee Sets Bidding Procedures for All Assets ----------------------------------------------------------------- Thomas W. Waldrep, Jr., the duly appointed Chapter 11 Trustee in the case of CAH Acquisition Co. #2, LLC, doing business as Oswego Community Hospital, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the bidding procedures in connection with the sale of all real property and associated personal property of the Debtor, at auction. The Hospital was classified as a Critical-Access Hospital by the Centers for Medicare and Medicaid Services prior to the Petition Date. The Hospital is not currently in operation. Sherwood Partners, Inc. as the Trustee's Sales Agent, embarked on a marketing process for the Hospital and the hospitals owned by the Debtor Affiliates immediately upon its retention. The proposed Sale of the Hospital is consistent with the terms of the Amended Chapter 11 Plan of Orderly Liquidation, filed by the Trustee on Oct. 17, 2019, which provides for the disposition of substantially all the Debtor's assets through a sale under Section 363 of the Bankruptcy Code by public auction, coordinated by Sherwood and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. As set forth, the Trustee proposes to sell the Transferred Assets to the highest bidder. Accordingly, he asks entry of the Bidding Procedures Order (i) approving the Bidding Procedures, (ii) approving the form and manner of notice of the Sale Procedures, and (iii) scheduling a final hearing to approve the sale of the Transferred Assets to the Successful Bidder free and clear of all liens, claims, interests, and encumbrances. In the Motion, the Debtor also asks entry of the Sale Order approving a sale of the Transferred Assets free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances attaching to the net proceeds of the sale. The Sale Order provides that the sale of the Transferred Assets will include the assumption and assignment to the Stalking Horse Bidder or the Successful Bidder of all the unexpired leases and other executory contracts designated by the Stalking Horse Bidder or the Successful Bidder for acquisition. The Trustee will have the right, consistent with the procedures, to sell substantially all of the assets of the Debtor's bankruptcy estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 12, 2019 at 5:00 p.m. (ET) b. Initial Bid: c. Deposit: 10% of the Bid amount d. Auction: If one or more timely Qualified Bids are received, an open auction for the Transferred Assets will be conducted on Dec. 19, 2019, commencing at 10:00 a.m. (ET) or such other time as the Trustee may announce. e. Bid Increments: Each Subsequent Bid at the Auction will provide net value to the estate in a minimum amount to be announced at or prior the Auction over the Starting Bid or the Leading Bid, as the case may be. f. Sale Hearing: Dec. 27, 2019 at 2:00 p.m. (ET) g. Sale Objection Deadline: Dec. 23, 2019 h. The Trustee intends to close the Sale(s) within 30 days after the Sale(s) is approved. Immediately after the completion of (a) the Auction and (b) the auctions of other individual CAH hospitals, as identified in the Plan ("Other Hospitals"), the Trustee will give certain Qualified Bidders the opportunity to group two or more hospitals for further bidding. For purposes of Further Bidding, the minimum bidding increment for any group of two or more hospitals will be 1% more than the sum of the highest bid of each individual hospital that comprises the group that is to be bid upon. As part of the Sale, the Trustee asks authority to assume and assign the Assumed Contracts to the Successful Bidder. With respect to the Assumed Contracts, no later than one business day after entry of the Bidding Procedures Order, the Trustee will file with the Court and serve on each party to an Assumed Contract the Cure Notice. The Cure Objection Deadline is Dec. 23, 2019. By the Motion, the Trustee also asks that the Court approves the Sale of the Transferred Assets to the party submitting the Best Bid free and clear of all liens, claims, interests, and encumbrances. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: https://tinyurl.com/qkvvzyn About Oswego Community Hospital CAH Acquisition Company #2, LLC d/b/a Oswego Community Hospital, is a Delaware limited liability company that owns a for-profit 12-bed hospital at 800 Barker Drive, Oswego, Kansas 67356. CAH Acquisition Company #2 sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-01230-5-JNC) on March 17, 2019. The case is jointly administered along with six other critical access hospitals under the Debtor's Chapter 11 Case. On March 18, 2019, Thomas W. Waldrep, Jr., was appointed as the Trustee for the Debtor. The Trustee's own firm, WALDREP LLP, serves as counsel in the Chapter 11 cases. Sherwood Partners, Inc., was appointed as sales agent to the Trustee on Oct. 23, 2019. CAH ACQUISITION 3: Trustee Sets Bidding Procedures for All Assets ----------------------------------------------------------------- Thomas W. Waldrep, Jr., the duly appointed Chapter 11 Trustee in the case of CAH Acquisition Co. #3, LLC, doing business as Horton Community Hospital, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the bidding procedures in connection with the sale of all real property and associated personal property of the Debtor, at auction. The Hospital was classified as a Critical-Access Hospital by the Centers for Medicare and Medicaid Services prior to the Petition Date. The Hospital is not currently in operation. Sherwood Partners, Inc., as the Trustee's Sales Agent, embarked on a marketing process for the Hospital and the hospitals owned by the Debtor Affiliates immediately upon its retention. The proposed Sale of the Hospital is consistent with the terms of the Amended Chapter 11 Plan of Orderly Liquidation, filed by the Trustee on Oct. 17, 2019, which provides for the disposition of substantially all the Debtor's assets through a sale under Section 363 of the Bankruptcy Code by public auction, coordinated by Sherwood and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. As set forth, the Trustee proposes to sell the Transferred Assets to the highest bidder. Accordingly, he asks entry of the Bidding Procedures Order (i) approving the Bidding Procedures, (ii) approving the form and manner of notice of the Sale Procedures, and (iii) scheduling a final hearing to approve the sale of the Transferred Assets to the Successful Bidder free and clear of all liens, claims, interests, and encumbrances. In the Motion, the Trustee also asks entry of the Sale Order approving a sale of the Transferred Assets free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances attaching to the net proceeds of the sale. The Sale Order provides that the sale of the Transferred Assets will include the assumption and assignment to the Successful Bidder of all the unexpired leases and other executory contracts designated by the Successful Bidder for acquisition. The Trustee will have the right, consistent with the procedures, to sell substantially all of the assets of the Debtor's bankruptcy estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 12, 2019 at 5:00 p.m. (ET) b. Initial Bid: c. Deposit: 10% of the Bid amount d. Auction: If one or more timely Qualified Bids are received, an open auction for the Transferred Assets will be conducted on Dec. 19, 2019, commencing at 10:00 a.m. (ET) or such other time as the Trustee may announce. e. Bid Increments: To be announced at or prior the Auction f. Sale Hearing: Dec. 27, 2019 at 2:00 p.m. (ET) g. Sale Objection Deadline: Dec. 23, 2019 Immediately after the completion of (a) the Auction and (b) the auctions of other individual CAH hospitals, as identified in the Plan ("Other Hospitals"), the Trustee will give certain Qualified Bidders the opportunity to group two or more hospitals for further bidding. For purposes of Further Bidding, the minimum bidding increment for any group of two or more hospitals will be 1% more than the sum of the highest bid of each individual hospital that comprises the group that is to be bid upon. As part of the Sale, the Trustee asks authority to assume and assign the Assumed Contracts to the Successful Bidder. With respect to the Assumed Contracts, no later than one business day after entry of the Bidding Procedures Order, the Trustee will file with the Court and serve on each party to an Assumed Contract the Cure Notice. The Cure Objection Deadline is Dec. 23, 2019. By the Motion, the Trustee also asks that the Court approves the Sale of the Transferred Assets to the party submitting the Best Bid free and clear of all liens, claims, interests, and encumbrances. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: https://tinyurl.com/upvu6bh About Horton Community Hospital CAH Acquisition Company # 3, LLC, d/b/a Horton Community Hospital, owns a 25 bed critical access hospital in Saint Louis, Missouri. Services -- http://www.horton-hospital.com/-- include diagnostic and therapeutic services, 24 hour emergency care, convenient and specialized outpatient resources, pharmaceutical services and other services. The Company previously sought bankruptcy protection on Oct. 10, 2011 (Bankr. W.D. Mo. Case No. 11-44741). The Company again sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-01180) on March 14, 2019. The Debtor was estimated to have assets of up to $50,000 and liabilities of $1 million to $10 million. The Hon. Joseph N. Callaway is the case judge. SPILMAN THOMAS & BATTLE, PLLC, is the Debtor's counsel. On March 15,2019, Thomas W. Waldrep, Jr., was appointed as Chapter 11 Trustee for the Debtor. The Trustee's own firm, WALDREP LLP, serves as counsel in the Chapter 11 case. On Oct. 22, 2019, Employ Sherwood Partners, Inc., was appointed as sales agent for the Trustee. CAH ACQUISITION 6: Trustee Sets Bidding Procedures for All Assets ----------------------------------------------------------------- Thomas W. Waldrep, Jr., the duly appointed Chapter 11 Trustee in the case of CAH Acquisition Co. #6, LLC, doing business as I-70 Community Hospital, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the bidding procedures in connection with the sale of all real property and associated personal property of the Debtor, to Affinity Health Partners, LLC for $3.4 million, subject to overbid. The Hospital was classified as a Critical-Access Hospital by the Centers for Medicare and Medicaid Services prior to the Petition Date. It is situated an hour east of Kansas City in the Saline County, Missouri area. While it was operational, the Hospital provided the following services: Emergency Room, Surgery, Radiology, Laboratory Services, Physical Rehabilitation, Acute Care, Swing Beds, Skilled Nursing, as well as a Rural Health Clinic. The Hospital is not currently in operation. Sherwood Partners, Inc. as the Trustee's Sales Agent, embarked on a marketing process for the Hospital and the hospitals owned by the Debtor Affiliates immediately upon its retention. After consultation with Sherwood, the Trustee set a deadline to present stalking horse bids for Nov. 4, 2019. The Trustee selected Affinity as the stalking horse bidder. Affinity proffered a bid in the amount of $3.4 million. As part of its bid, Affinity indicated its intention to re-open the Hospital in the form of a "medical mall" according to state and federal guidelines and regulations. Affinity has also sought and received the support of surrounding hospitals and health systems. A final copy of the Sale Agreement will be filed prior to the hearing on the Motion The proposed Sale of the Hospital is consistent with the terms of the Amended Chapter 11 Plan of Orderly Liquidation, filed by the Trustee on Oct. 17, 2019, which provides for the disposition of substantially all the Debtor's assets through a sale under Section 363 of the Bankruptcy Code by public auction, coordinated by Sherwood and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. As set forth, the Trustee proposes to sell the Transferred Assets to the highest bidder. Accordingly, he asks entry of the Bidding Procedures Order (i) approving the Bidding Procedures, (ii) approving the form and manner of notice of the Sale Procedures, and (iii) scheduling a final hearing to approve the sale of the Transferred Assets to the Successful Bidder free and clear of all liens, claims, interests, and encumbrances. In the Motion, the Debtor also asks entry of the Sale Order approving a sale of the Transferred Assets free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances attaching to the net proceeds of the sale. The Sale Order provides that the sale of the Transferred Assets will include the assumption and assignment to the Stalking Horse Bidder or the Successful Bidder of all the unexpired leases and other executory contracts designated by the Stalking Horse Bidder or the Successful Bidder for acquisition. The Trustee will have the right, consistent with the procedures, to sell substantially all of the assets of the Debtor's bankruptcy estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 12, 2019 at 5:00 p.m. (ET) b. Initial Bid: $3.4 million, plus 140,000 berak-up fee, plus $50,000 c. Deposit: 10% of the Bid amount d. Auction: If one or more timely Qualified Bids are received, an open auction for the Transferred Assets will be conducted on Dec. 19, 2019, commencing at 10:00 a.m. (ET) or such other time as the Trustee may announce. e. Bid Increments: Each Subsequent Bid at the Auction will provide net value to the estate in a minimum amount to be announced at or prior the Auction over the Starting Bid or the Leading Bid, as the case may be. f. Sale Hearing: Dec. 27, 2019 at 2:00 p.m. (ET) g. Sale Objection Deadline: Dec. 23, 2019 h. The Trustee intends to close the Sale(s) within 30 days after the Sale(s) is approved. Immediately after the completion of (a) the Auction and (b) the auctions of other individual CAH hospitals, as identified in the Plan ("Other Hospitals"), the Trustee will give certain Qualified Bidders the opportunity to group two or more hospitals for further bidding. For purposes of Further Bidding, the minimum bidding increment for any group of two or more hospitals will be 1% more than the sum of the highest bid of each individual hospital that comprises the group that is to be bid upon. As part of the Sale, the Trustee asks authority to assume and assign the Assumed Contracts to the Successful Bidder. With respect to the Assumed Contracts, no later than one business day after entry of the Bidding Procedures Order, the Trustee will file with the Court and serve on each party to an Assumed Contract the Cure Notice. The Cure Objection Deadline is Dec. 23, 2019. The Trustee believes that the Break-Up Fee is reasonable and well within the normal practices in the Court. The Break-Up Fee represents 4% of the proposed purchase price of the Stalking Horse Bidder. Because the Bidding Procedures require any potentially higher or otherwise better offer to exceed such purchase price by an amount to include initially, the Break-Up Fee plus an additional $50,000, the Trustee is assured that there will be funds to pay the Break-Up Fee if the Stalking Horse Bidder is not approved as the highest and best offer. Nonetheless, the payment of the Break-Up Fee will have priority as an administrative expense of the Debtor's Chapter 11 estate. By the Motion, the Trustee also asks that the Court approves the Sale of the Transferred Assets to the party submitting the Best Bid free and clear of all liens, claims, interests, and encumbrances. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: https://tinyurl.com/wwprten About CAH Acquisition Company 6 CAH Acquisition Company 6, LLC d/b/a I-70 Community Hospital, owns a for-profit 15-bed hospital and rural health clinic located at 105 Hospital Drive, Sweet Springs, Missouri. CAH Acquisition Company 6 sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-01300) on March 14, 2019. Affiliates of the Debtor simultaneously filed voluntary Chapter 11 petitions. The Hon. Joseph N. Callaway is the case judge. SPILMAN THOMAS & BATTLE, PLLC, is the Debtors' counsel. On March 15,2019, Thomas W. Waldrep, Jr., was appointed as Chapter 11 Trustee for the Debtors. The Trustee's own firm, WALDREP LLP, serves as counsel in the Chapter 11 cases. Sherwood Partners, Inc., was appointed as sales agent to the Trustee on Oct. 23, 2019. CAH ACQUISITION 7: Trustee Sets Bidding Procedures for All Assets ----------------------------------------------------------------- Thomas W. Waldrep, Jr., the duly appointed Chapter 11 Trustee in the case of CAH Acquisition Co. #7, LLC, doing business as Prague Community Hospital, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the bidding procedures in connection with the sale of all real property and associated personal property of the Debtor, at auction. The Hospital was classified as a Critical-Access Hospital by the Centers for Medicare and Medicaid Services prior to the Petition Date. It is situated in southeastern Lincoln County, Oklahoma. The Hospital provides the following services to residents in Prague and in surrounding communities: Emergency Room, Surgery, Radiology, Laboratory Services, Physical Rehabilitation, Acute Care, and Swing Beds. As of the submission of the Motion, the Hospital is open and operating. Sherwood Partners, Inc. as the Trustee's Sales Agent, embarked on a marketing process for the Hospital and the hospitals owned by the Debtor Affiliates immediately upon its retention. The proposed Sale of the Hospital is consistent with the terms of the Amended Chapter 11 Plan of Orderly Liquidation, filed by the Trustee on Oct. 17, 2019, which provides for the disposition of substantially all the Debtor's assets through a sale under Section 363 of the Bankruptcy Code by public auction, coordinated by Sherwood and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. As set forth, the Trustee proposes to sell the Transferred Assets to the highest bidder. Accordingly, he asks entry of the Bidding Procedures Order (i) approving the Bidding Procedures, (ii) approving the form and manner of notice of the Sale Procedures, and (iii) scheduling a final hearing to approve the sale of the Transferred Assets to the Successful Bidder free and clear of all liens, claims, interests, and encumbrances. In the Motion, the Debtor also asks entry of the Sale Order approving a sale of the Transferred Assets free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances attaching to the net proceeds of the sale. The Sale Order provides that the sale of the Transferred Assets will include the assumption and assignment to the Stalking Horse Bidder or the Successful Bidder of all the unexpired leases and other executory contracts designated by the Stalking Horse Bidder or the Successful Bidder for acquisition. The Trustee will have the right, consistent with the procedures, to sell substantially all of the assets of the Debtor's bankruptcy estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 12, 2019 at 5:00 p.m. (ET) b. Initial Bid: c. Deposit: 10% of the Bid amount d. Auction: If one or more timely Qualified Bids are received, an open auction for the Transferred Assets will be conducted on Dec. 19, 2019, commencing at 10:00 a.m. (ET) or such other time as the Trustee may announce. e. Bid Increments: Each Subsequent Bid at the Auction will provide net value to the estate in a minimum amount to be announced at or prior the Auction over the Starting Bid or the Leading Bid, as the case may be. f. Sale Hearing: Dec. 27, 2019 at 2:00 p.m. (ET) g. Sale Objection Deadline: Dec. 23, 2019 h. The Trustee intends to close the Sale(s) within 30 days after the Sale(s) is approved. Immediately after the completion of (a) the Auction and (b) the auctions of other individual CAH hospitals, as identified in the Plan ("Other Hospitals"), the Trustee will give certain Qualified Bidders the opportunity to group two or more hospitals for further bidding. For purposes of Further Bidding, the minimum bidding increment for any group of two or more hospitals will be 1% more than the sum of the highest bid of each individual hospital that comprises the group that is to be bid upon. On the next business day following the entry of the Bidding Procedures Order, the Trustee will serve a copy of the Bidding Procedures Order and a notice containing the date of the Auction, the Sale Hearing, and the deadline to file objections to the Sale upon all parties-in-interest. As part of the Sale, the Trustee asks authority to assume and assign the Assumed Contracts to the Successful Bidder. With respect to the Assumed Contracts, no later than one business day after entry of the Bidding Procedures Order, the Trustee will file with the Court and serve on each party to an Assumed Contract the Cure Notice. The Cure Objection Deadline is Dec. 23, 2019. By the Motion, the Trustee also asks that the Court approves the Sale of the Transferred Assets to the party submitting the Best Bid free and clear of all liens, claims, interests, and encumbrances. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: https://tinyurl.com/wsr5erh About Prague Community Hospital CAH Acquisition Company 7, LLC d/b/a Prague Community Hospital is a Delaware limited liability company that owns a for-profit, 15-bed hospital at 1322 Klabzuba Avenue, Prague, Oklahoma 74864. The Company is currently owned by two members, HMC/CAH Consolidated, Inc. (20% membership) and Health Acquisition Company, LLC (80% membership). The Debtor, along with numerous other affiliated entities, filed a previous voluntary Chapter 11 bankruptcy case (Bankr. W.D. Mo. Case No. 11-44745) on Oct. 10, 2011 and won confirmation of its Chapter 11 plan in December 2012. The Company again sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-01298) on March 21, 2019. The Debtor was estimated to have assets of $0 to $50,000 and liabilities of $1 million to $10 million. The case is jointly administered along with six other critical access hospitals under the Chapter 11 case of CAH Acquisition Company #1, LLC d/b/a Washington County Hospital (Case No. 19-00730). The Hon. Joseph N. Callaway is the case judge. SPILMAN THOMAS & BATTLE, PLLC, is the Debtors' counsel. Thomas W. Waldrep, Jr., was appointed as Chapter 11 Trustee for the Debtors. The Trustee's own firm, WALDREP LLP, serves as counsel in the Chapter 11 case. Sherwood Partners, Inc., was appointed as sales agent to the Trustee on Oct. 23, 2019. CANTRELL DRUG: Seeks to Hire Keech Law as Legal Counsel ------------------------------------------------------- Cantrell Drug Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire Keech Law Firm, PA as its legal counsel. Keech Law will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Kevin Keech, Esq. $350 Andy Vines $350 Associates $250 Paralegals $150 Legal Assistants $125 Kevin Keech, Esq., at Keech Law, disclosed in a court filing that he and his firm neither holds nor represents an interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Kevin P. Keech, Esq. Keech Law Firm, PA 2011 S. Broadway St. Little Rock, AR 72206 Tel: (501) 221-3200 Fax: (501) 221-3201 Email: kkeech@keechlawfirm.com About Cantrell Drug Cantrell Drug Company, Inc. is a manufacturer of specialty pharmaceutical drugs for private and non-profit healthcare providers. It is registered with the Food and Drug Administration as an outsourcing facility under Section 503B of the Federal Food, Drug, and Cosmetic Act passed by Congress in 2013. Cantrell Drug Company filed a Chapter 11 petition (Bankr. D. Ark. Case No. 19-15415) on Oct. 10, 2019. The Debtor previously sought bankruptcy protection (Bankr. E.D. Ark. Case No. 17-16012) on Nov. 7, 2017. In the petition signed by James L. McCarley Jr., chief executive officer, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Phyllis M. Jones. The Debtor is represented by Kevin P. Keech, Esq. at Keech Law Firm, P.A. CAROLINA CARBONIC: Obtains Interim OK to Use Cash Collateral ------------------------------------------------------------ The Bankruptcy Court authorized Carolina Carbonic and Hydrotesting, Inc., to use cash collateral on an interim basis pursuant to the budget through the earliest of: (i) the entry of a final order authorizing the use of Cash Collateral, or (ii) the entry of a further interim order authorizing the use of Cash Collateral, or (iii) Nov. 19, 2019, or (iv) the entry of an order denying or modifying the use of Cash Collateral, or (v) the occurrence of a Termination Event. The Court further ruled that: (a) The Debtor will only be authorized to make increased rent payments of $1,500 on the leased premises starting in November 2019 upon the presentation of evidence, acceptable to the Bankruptcy Administrator that the current fair market rent for the premises is at least $1,500 monthly; (b) The Debtor will timely pay all insurance premiums related to all of the collateral securing the claims of the Secured Parties; (c) Debtor will pay all applicable insurance premiums, taxes, and other governmental charges as they become due, and will make all tax deposits and file all applicable tax returns on a timely basis; (d) The Debtor is also directed to pay workers' insurance compensation to the extent required by state law. A further hearing on the Cash Collateral Motion and any objections and responses to the Cash Collateral Motion, will be heard at 9:30 a.m., on Nov. 19, 2019. About Carolina Carbonic Carolina Carbonic and Hydrotesting, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-10899) on Aug. 20, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $100,000. The Law Firm of Ivey, McClellan, Gatton & Siegmund is the Debtor's counsel. CELLA III: Has Until Dec. 23 to Exclusively File Chapter 11 Plan ---------------------------------------------------------------- Judge Jerry Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana extended the exclusive period for Cella III, LLC to file a Chapter 11 plan to Dec. 23. The period to solicit acceptances for the plan was extended to Feb. 21, 2020. About Cella III LLC Cella III, LLC, a company based in Metairie, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown oversees the case. The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel; Sternberg, Naccari & White, LLC as special counsel; and Patrick J. Gros, CPA, APAC as accountant. CENTENE CORP: Fitch Rates $7BB Sr. Unsecured Notes 'BB+' -------------------------------------------------------- Fitch Ratings assigned a 'BB+' rating to the $7 billion senior unsecured note issuance of Centene Corporation. Proceeds from the issuance will partially fund CNC's acquisition of WellCare Health Plans, Inc. as well as pay down existing bank debt. KEY RATING DRIVERS The new senior debt issuance is rated at the same level as Centene's existing senior unsecured notes, which is one notch below the holding company Issuer Default Rating (BBB-/Positive) and reflects standard notching based on Fitch's rating criteria. Fitch believes that the pending acquisition of WellCare, which is expected to close in first-half 2020, will significantly enhance CNC's business profile. Although financial leverage will increase with the funding of the WellCare acquisition, it is expected to improve over a two-year time horizon. CNC's financial leverage ratio is expected to peak at roughly 40% following the acquisition and debt-to-EBITDA is estimated to be 3.7x, both of which are inconsistent with the current rating category. The capitalization and leverage score carries a higher influence on the rating, and consequently, progress toward stated deleveraging targets would put upward pressure on the company's ratings. RATING SENSITIVITIES An upgrade of the ratings could occur with progress toward run-rate debt/EBITDA and financial leverage ratios of 2.8x and 36%, respectively, and if CNC consistently generates upper single-digit return on capital and EBITDA margins above 3.6%. Failure to achieve upgrade sensitivities over the next 12 to 24 months could result in a return to a Stable Rating Outlook. In addition, a material earnings disruption or failure to reduce financial leverage could result in a return to a Stable Rating Outlook or place downward pressure on ratings. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of Environmental, Social and Governance credit relevance is a score of 3 — ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. CENTENE CORP: Moody's Rates $7BB Planned Unsec. Debt 'Ba1' ---------------------------------------------------------- Moody's Investors Service assigned a Ba1 senior unsecured debt rating to Centene Corporation's planned issuance of approximately $7.0 billion, including an add-on to Centene's 5.375% senior unsecured debt due in 2026 plus new senior unsecured debt due in November 2027 and 2029. Net proceeds from the offerings will be used to finance the pending acquisition of WellCare Health Plans, Inc. (Ba2 RUR-Up) by Centene, which is expected to close in the first half of 2020. Proceeds will be used to pay $6.1 billion of cash merger consideration outstanding amounts on revolving credit lines, merger expenses, and lastly, for general corporate purposes. The rating outlook on Centene is stable. RATINGS RATIONALE The issuance will nearly double the amount of debt Centene has outstanding to $13.7 billion from $7.0 billion at September 30, 2019. The debt-to-capital ratio will temporarily increase to the 54% range from 38.6% at September 30, 2019 until the deal closes and the company issues a significant amount of equity as part of the financing. Moody's expects debt-to-capital to be approximately 41% by year-end 2020, including the assumption of $1.95 billion of WCG debt. Moody's Ba1 senior unsecured debt rating for Centene and Baa1 insurance financial strength ratings of its operating subsidiaries reflect the company's concentration in the Medicaid market, acquisitive nature, and relatively high, albeit prudently managed, financial leverage offset by its growing multi¬state presence, expansion into other healthcare product opportunities, relatively stable financial profile and adequate capitalization. RATINGS DRIVERS Factors that could lead to an upgrade of the ratings on Centene and its insurance subsidiaries include the following: Moody's adjusted financial leverage maintained at 40% or below with well-laddered maturities; Debt-to-EBITDA below 2.2x; Risk-based capital ratio maintained above 200% of company action level; a further reduction in the Medicaid concentration along with reduced reliance on full risk membership. Factors that could lead to a downgrade include the following: RBC ratio below 175% of CAL; EBITDA margins fall consistently below 3.5%; membership declines of over 10% over the next two-to-three years; and financial leverage sustained above 40% and/or debt-to-EBITDA above 3.0x. Centene Corporation is headquartered in St. Louis, Missouri. For the nine months ending September 30, 2019, the company reported revenues of $56.1 billion and had 15.2 million medical members. At September 30, 2019 shareholders' equity was $12.4 billion. The company operates in 32 states and 3 international markets. CENTER CITY: Ombudsman Says STC Concerns Addressed -------------------------------------------------- In accordance of chapter 11 of the Bankruptcy Code, Suzanne Koenig as the appointed PCO for Center City Healthcare, LLC, d/b/a Hahnemann University Hospital, et al., case submits the second report for the time period from Sept. 3, 2019 to Nov. 4, 2019. On October 16, 2019,the Ombudsman filed her Statement in Support of Debtors' Motion for Stay Pending Appeal of Order Granting in Part the Motion of Tenet Business Services Corporation and Conifer Revenue Cycle Solutions, LLC for Entry of an Order: (I) Compelling Payment of All Unpaid Postpetition Amounts Pursuant to 11 U.S.C. or, in the Alternative, (II) Granting Relief from the Automatic Stay to the Extent Necessary to Terminate the TSA and MSA. The Ombudsman continues to monitor the status of the ongoing dispute between the Debtors, Tenet Business Services Corporation and Conifer Revenue Cycle Solutions, LLC given the impact that the termination of the Debtors' contracts with Tenet and Conifer would have on St. Christopher's Hospital for Children. Any observations regarding STC are based solely upon the two visits referenced below and observations and interviews conducted during those two visits occurred on Sept. 19, 2019, and Oct. 22, 2019 as follows: 1. Hahnemann University Hospital delivered care to the residents of Philadelphia for over 170 years. On June 26, 2019, the parent company of Hahnemann Hospital announced the closing of Hahnemann Hospital, and the hospital has remained closed. On Nov. 1, 2019, the Commonwealth of Pennsylvania Secretary of Health filed correspondence with the Bankruptcy Court regarding the revocation of Hahnemann Hospital's license and certain closure issues. The Ombudsman had previously been assured by the Debtors that all closure issues at Hahnemann Hospital had been or were being addressed. The Ombudsman has contacted the Debtors to discuss the issues raised in the correspondence concerning various closure issues and will report to the Court as to any issues in the next rep 2. St. Christopher's Hospital for Children is located at 160 East Erie Ave, Philadelphia, Pennsylvania. The Ombudsman and her representative made two visits to STC: one occurred on Sept. 19, 2019, and the other occurred on Oct. 22. During the September visit, the Ombudsman addressed concerns reported in a letter received from a Hospital employee regarding lack of access to supplies and declining employee morale. The Ombudsman concluded that the complainant's concerns were legitimate, but that most had occurred prior to the bankruptcy. The Hospital has systems in place to obtain needed supplies, staffing and equipment access. If the patient cannot be treated at STC for any reason, including lack of supplies or access to equipment, then the patient is to be transferred to another hospital. Therefore, the Ombudsman did not observe any significant concerns. The Ombudsman will submit her next report within 60 days and will inform the Court if there are any critical concerns discovered prior to that time, as necessary. A full-text copy of PCO 2nd Report is available at https://tinyurl.com/tjboce9 from PacerMonitor.com at no charge. About Center City Healthcare Center City Healthcare, LLC, operated Hahnemann University Hospital in Philadelphia. Hahnemann University Hospital delivered care to the residents of Philadelphia for over 170 years but was closed in 2019. St. Christopher's Healthcare, LLC, operates St. Christopher's Hospital for Children, located at 160 East Erie Ave, Philadelphia, Pennsylvania. The parent company is Philadelphia Academic Health System, LLC. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019 and July 1, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; Eisner Amper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on July 15,2019. The committee tapped Fox Rothschild LLP as legal counsel; Sills Cummis & Gross P.C. as co-counsel; and Berkeley Research Group, LLC as financial advisor. CHARITY CHURCH: Proposed Sale of Forth Worth Property Approved -------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Charity Church's sale of his real property located at 1600, 1700, and 1750 Everman Pkwy, Fort Worth, Texas. The sale is free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances to attach to the proceeds of sale. The Debtor will provide the Court with notice of the name, email address, and telephone number of the closing agent and the closing date as soon as possible but in no event less than three business days before the closing. Legacy Texas Bank will provide the Debtor's attorney and the closing agent with a statement showing the payoff of the note calculated through the closing date and the per diem interest. The Payoff will be paid to Legacy Texas Bank at closing. If for any reason the Payoff is not paid to Legacy Texas Bank at closing, then the sale proceeds will be held by the closing agent for benefit of Legacy Texas Bank which will retain its liens against the sale proceeds until Legacy Texas Bank receives the Payoff and interest through the date payment is received by Legacy Texas Bank. The Debtor should be and is ordered to pay from the proceeds of sale, at closing, the real estate broker/agent's commission and fees, reasonable and necessary closing costs, other costs of sale and property taxes prorated through the closing date. The Debtor or his counsel will provide to the Debtors counsel the final closing documents on the Real Property within five business of closing of the Property. The 10-day stay of the Federal Rule of Bankruptcy Procedure 6004(h) will not apply hereto, and the sale will close as soon as practicable. About Charity Church Charity Church, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-42304) on June 3, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Marilyn D. Garner, Esq., at the Law Offices Of Marilyn D. Garner. CHINA LENDING: Reports $27.1 Million Net Loss for H1 2019 --------------------------------------------------------- China Lending Corporation reported its unaudited financial results for the six months ended June 30, 2019. Highlights * On Nov. 19, 2018, Feng Hui Ding Xin (Beijing) Financial Consulting Co., Limited and a third-party company established Zhiyuan Factoring (Guangzhou) Co., Ltd. On Nov. 29, 2018, Ningbo Ding Tai Financial Leasing Co., Ltd. and Ding Xin acquired 98.04% and 1.96%, respectively of equity interest in Hangzhou Zeshi Investment Partners. As part of its restructuring plan, the Company intends to launch new supply chain financing services through Zhiyuan and Zheshi in the near future. Such future services include a business factoring program, financing product design, related corporate financing solutions, investments and asset management, etc. As of June 30, 2019, Zhiyuan had loans receivable of approximately US$48.79 million due from three customers. * For the six months ended June 30, 2019, the Company issued one loan of $43.69 million to one customer of Zhiyuan, compared to the issuance of three loans by the Company with an aggregate amount of $1.21 million for the six months ended June 30, 2018. * Interest and fee income increased by $2.58 million, or 5,044%, to $2.63 million for the six months ended June 30, 2019, from $0.05 million for the same period of 2018. The increase was mainly caused by $2.22 million of interest income generated from loans disbursed to Zhiyuan's customers. * The Company reversed the impairment loss of $3,346,760 for the investment in the cost method investee, according to an adjudication issued by the People's Intermediate Court of Xinjiang Urumqi. Pursuant to the adjudication, the Company's investment in the cost method investee, valued at $3,346,760, should be transferred as a repayment of the borrowings from the debtor. In addition, as the cost method investee was no longer the Company's affiliate, the Company has reclassified the related borrowings from a cost method investee to borrowings from a third party and reclassified the related interest expenses on loans from a cost investment investee to interest expenses on loans from third parties. * Provision for loan losses decreased by $22.44 million, or 47%, to $25.20 million for the six months ended June 30, 2019, from $47.64 million for the same period of 2018. The decrease in provision for loan losses was because a majority of loan receivables were provided full allowance during the six months ended June 30, 2018. * Net loss attributable to ordinary shareholders was $27.13 million, or net loss of $1.07 per share, for the six months ended June 30, 2019, as compared to net loss attributable to ordinary shareholders of $52.15 million, or net loss of $2.83 per share, for the six months ended June 30, 2018. Ms. Jingping Li, co-founder and chief executive officer of China Lending, commented, "As we shift our resources towards growing more promising businesses including supply chain financing and insurance facilitation, we have also increased our intensity in collecting past-due loans. The Company will seek collection of outstanding loan receivables -- even if they are significantly delinquent -- and will work for shareholders to seek all repayments due. In addition, since we stopped distributing loans to customers at the end of 2018, our need for loan loss provision has decreased drastically as well. Armed with a stronger balance sheet, we are forging ahead with our business restructuring. Step by step, we are transforming our business into a diversified and nimble non-bank financial services company." Financial Results for the Six Months Ended June 30, 2019 Total interest and fee income, including interest and fees on direct lending loans, financial advisory fees, and interest on deposits with banks, increased by $2.58 million, or 5,018%, to $2.63 million for the six months ended June 30, 2019, from $0.05 million for the six months ended June 30, 2018. The increase was attributable to interest income of $2.22 million generated from loans disbursed by Zhiyuan and financial advisory fees of $0.41 million generated by Zeshi. The Company borrowed from banks, other financial institutions, and third parties to fund its direct lending business. The total interest expenses increased by $1.86 million, or 53%, to $5.38 million for the six months ended June 30, 2019 from $3.52 million for the six months ended June 30, 2018. The increase in interest expenses was mainly due to accrual of compound interest and penalties from overdue borrowings. As of June 30, 2019, the Company has overdue borrowings of $37.20 million. Provision for loan losses decreased by $22.44 million, or 47%, from $47.64 million for the six months ended June 30, 2018 to $25.20 million for the six months ended June 30, 2019. The decrease was caused by more "doubtful" loans rolled to "loss" loans during the six months ended June 30, 2018 than that for the same period ended June 30, 2019. The Company has a non-interest income of $1.32 million for the six months ended June 30, 2019, as compared to a non-interest expense of $1.05 million for the six months ended June 30, 2018. The change of $2.37 million was caused by a reversal of investment impairment of $3.35 million for the Company's investment in a cost method investee as a result of the adjudication by the court to transfer the investment to a debtor as a repayment of the borrowings from the debtor, netting off against a provision of impairment of $869,488 for long-aged other assets. As a result of the above, loss before tax was $26.62 million and $52.15 million for the six months ended June 30, 2019 and 2018, respectively. Net loss was $26.78 million and $52.15 million for the six months ended June 30, 2019 and 2018, respectively. After deducting dividend payable for Series A convertible redeemable preferred stocks and non-controlling interests, net loss attributable to ordinary shareholders was $27.13 million and $52.15 million for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the Company's loan portfolio encompasses a number of industries, including supply chain financing, commerce and service, construction and decoration, manufacturing, agriculture, real estate, energy and mining, communications, consumer credit, and others. The Company issued one loan with a total amount of $43.69 million during the six months ended June 30, 2019. As of June 30, 2019, the Company had cash and cash equivalents of $0.41 million, as compared to $1.31 million as of Dec. 31, 2018. Net loans receivable due from third parties were $51.78 million as of June 30, 2019, as compared to $92.09 million as of Dec. 31, 2018. Borrowings consisting of short-term bank loans, loans from a cost method investee, loans from third parties, and secured loans aggregated to $85.98 million as of June 30, 2019, as compared to $105.05 million as of December 31, 2018. The Company's loans consisted of short-term bank loans, secured loans, and loans from a third party, all of which were overdue as of June 30, 2019. In March 2018, the Company received two subpoenas from the People's Supreme Court of Xinjiang. Zhengxin Financing Guarantee Co., Ltd. and Urumqi Changhe Financing Guarantee Co., Ltd. sued the Company and its guarantors for a default on the loan plus penalties. The Company has reached settlement agreements with Zhengxin Financing Guarantee Co., Ltd and Urumqi Changhe Financing Guarantee Co., Ltd. to transfer loan receivables to both debtors as repayments of the principals and penalties totaling RMB 61.71 million ($8.99 million) no later than Oct. 30, 2020. As a result, Zhengxin Financing Guarantee Co., Ltd. and Urumqi Changhe Financing Guarantee Co., Ltd. withdrew the lawsuit cases from the court. On Jan. 16, 2018, the Company received a subpoena from People's Supreme Court of Xinjiang. China Great Wall Assets Management Co, Ltd. sued the Company and its guarantors for a default on the loan plus penalties, aggregating US$16.4 million (RMB 112.6 million). The case is in progress. The Company is actively negotiating with China Great Wall Assets Management Co, Ltd. about the debt restructuring, but has not reached an agreement. Recent Updates On July 15, 2019, the Company entered into a five-year strategic partnership agreement with Rui Xin Insurance Technology (Ningbo) Co., Ltd, a financial technology company providing comprehensive insurance solutions. Through the partnership, both parties expect to jointly grow their businesses and help each other to expand their customer base by leveraging each other's unique and complementary strengths as well as resources in financial technology, the consumer finance market, and the insurance industry. Pursuant to the strategic partnership agreement, the Company would benefit from 80% of the net income generated in consumer finance market and 90% of the net income generated in the insurance industry. The Company will work with Rui Xin to develop its own consumer financial platform. In collaboration with Rui Xin and its partners, the Company expects to provide value-added consumer financial services to insurance consumers of Rui Xin and its partners. Benefiting from the anticipated size of the business and the good credit record of insurance consumers, the Company will improve its asset quality and maintain sustainable business growth through the partnership. In addition, the Company and Rui Xin will also explore collaboration opportunities in areas such as insurance consumer acquisition, development of insurance products, expansion of insurance business, and customization of consumer financial solutions. Moreover, the Company will benefit from Rui Xin and its partners' advanced technological capabilities in big data and artificial intelligence to improve its risk management and enhance its customer experience. On July 29, 2019, the Company entered into a five-year strategic partnership with Zhong Lian Jin An Insurance Brokers Co., Ltd., a leading insurance brokerage company in China with over 90 branches across the nation. The partnership will enable both companies to further expand each other's customer base and to develop superior, customized consumer financing and insurance products by leveraging their industry expertise, service capabilities, and industry networks. China Lending will utilize its market resources to help ZLJA to effectively expand and manage its insurance customer base and sales channels. In return, ZLJA will leverage its existing customer base to identify potential sales leads for the Company's consumer financing services. Pursuant to the strategic partnership agreement, the Company would benefit from 60% of the net income generated from the insurance customer base and sales channels facilitated by the Company. On Aug. 12, 2019, the Company's subsidiary, China Fenghui Industrial Financial Holding Group Co., Ltd. has entered into a framework agreement with Zhejiang Zhongfeng Investment Management Co., Ltd., pursuant to which Zhongfeng will either acquire 100% of equity interest in Urumqi Fenghui Direct Lending Co., Ltd., a variable interest entity of the Company primarily engaged in the microloan business, or obtain control over and become the primary beneficiary of Feng Hui through contractual arrangements for a cash consideration of no less than RMB15 million. Feng Hui primarily provides loan facilitation services to micro, small and medium sized enterprises in the Xinjiang Uygur Autonomous Region. On July 11, 2019, the Company received a delisting determination letter from Nasdaq Listing Qualifications, indicating that the Company's securities would be subject to delisting from the Nasdaq Capital Market based on its non-compliance with the continued listing requirements, unless the Company timely requests a hearing before the Nasdaq Hearings Panel. The Company has requested a hearing before the Panel on Aug. 22, 2019, to appeal the delisting determination. The hearing request has stayed the delisting action of the Company's securities by Nasdaq pending the Panel's final decision. There can be no assurance that the Panel will grant the Company's request for continued listing. On Aug. 20, 2019, the Company received a notification letter from Nasdaq Listing Qualifications advising the Company that based upon the closing bid price for the Company's common shares for the past 30 consecutive business days, the Company no longer met the minimum $1.00 per share Nasdaq continued listing requirement set forth in Nasdaq Listing Rule 5555(a)(2). The notification also stated that the Company would be provided 180 calendar days, or until Feb. 11, 2020, to regain compliance with the foregoing listing requirement. To do so, the bid price of the Company's common stock must close at or above $1.00 per share for a minimum of 10 consecutive business days prior to that date. On Sept. 6, 2019, the Company was notified by Nasdaq that the Panel denied the Company's recent appeal and determined to delist the Company's common shares from Nasdaq. The decision to delist the Company's common shares was reached as a result of the Company's inability to regain compliance with the continued listing requirement of a minimum of $2.5 million in stockholders' equity, as set forth in Nasdaq Listing Rule 5550(b)(1). Accordingly, the trading of the Company's common shares on Nasdaq ceased at the opening of business on Sept. 6, 2019. Subsequently, Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission to effect the removal of the Company's securities from listing and registration on the Nasdaq Capital Market. Subsequently, the Company's securities has been quoted on the Pink Sheets, a centralized electronic quotation service for over-the-counter ‎securities, following the Nasdaq delisting; the trading symbol for the Company's securities has changed to "CLDOF". Such quotation will continue so long as market makers demonstrate an interest in trading in the Company's common ‎shares; however, the Company can give no assurance that trading in its common shares will continue on ‎the Pink Sheets or any other securities exchange or quotation medium. ‎ Further, trading of the Company's common shares on the Pink Sheets may be restricted depending on the jurisdiction in which potential purchasers or sellers of shares reside. The Company will remain a reporting company under the Securities Exchange Act of 1934 and continue to be subject to the public reporting requirements of the Securities and Exchange Commission. About China Lending Founded in 2009, China Lending -- http://www.chinalending.com/-- is a non-bank direct lending corporation and provides services to micro, small and medium sized enterprises, farmers, and individuals, who are currently underserved by commercial banks in China. The Company is headquartered in Urumqi, the capital of Xinjiang Autonomous Region. China Lending reported a net loss US$94.12 million for the year ended Dec. 31, 2018, compared to a net loss of US$54.78 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had US$55.40 million in total assets, US$108.26 million in total liabilities, $9.99 million in convertible redeemable Class A preferred shares, and a total deficit of $62.85 million. Friedman LLP, in New York, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 26, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred significant losses and is uncertain about the collection of its loans receivables and extension of defaulted loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CJ AUTO: Bankruptcy Administrator Unable to Appoint Committee ------------------------------------------------------------- The U.S. bankruptcy administrator on Nov. 15, 2019, disclosed in a filing with the U.S. Bankruptcy Court for the Eastern District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CJ Auto Used Parts LLC. About CJ Auto Used Parts CJ Auto Used Parts, LLC sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-04737) on Oct. 14, 2019, estimating less than $1 million in assets and liabilities. The case has been assigned to Judge Stephani W. Humrickhouse. John G. Rhyne, Esq., is the Debtor's legal counsel. COOLSYS INC: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issuer credit rating to Brea, Calif.-based CoolSys Inc., which currently plans to issue a $35 million revolving credit facility (undrawn at close), $235 million first-lien term loan due 2026, and $40 million first-lien delayed-draw term loan due 2026 (undrawn at close) to refinance its existing debt and fund future acquisitions. S&P also assigned its 'B-' issue-level and '3' recovery ratings to the company's first-lien facility. The '3' recovery rating reflects the rating agency's expectation of meaningful (50%-70%; rounded estimate: 50%) recovery prospects in the event of a payment default. The rating on CoolSys reflects its high adjusted leverage above 9x in 2019 (about 7.7x excluding $64 million of preferred equity), its aggressive growth strategy and narrow business focus, and its participation in the highly competitive and highly fragmented outsourced commercial heating, ventilation, air conditioning, and refrigeration (HVAC/R) industry, which limits its pricing power. Partially offsetting these risk factors are CoolSys' increasing national and regional scale and product offerings, and S&P's view that its nondiscretionary maintenance and repair service offerings should provide some earning stability through cyclical economic downturns. The stable outlook reflects S&P's expectation that CoolSys will demonstrate good operating performance over the next 12 months, with organic revenue growth in the 3%-4% area and adjusted EBITDA margins improving to the 8% area as it realizes the benefits of its industry consolidation strategy. S&P forecasts that adjusted leverage will decline to the mid-8x area (7x area excluding the preferred equity) by 2020 and FOCF to debt to be around 2%. "We could lower our rating if operating performance deteriorates such that margins remain well below the 8% area, or if we expect FOCF deficits to persist. In this scenario, liquidity becomes constrained or we could conclude that the company's debt capitalization is unsustainable and depends on favorable business conditions to meet its debt service obligations," S&P said, adding that it could also lower its rating if the company pursues aggressive shareholder return initiatives. "Although unlikely over the next year given its high debt leverage, we could raise the rating if CoolSys' operating performance significantly exceeds our expectations through a sizeable increase in scale and a strong ability to cross-sell its services," S&P said. In this scenario, stronger EBITDA growth translates to adjusted debt to EBITDA sustained below 6.0x and FOCF to debt sustained above 5%. S&P's upside scenario assumes that company would refrain from large debt-funded dividends or shareholder returns. COPY DU SERVICES: Seeks to Use Hibiscus Cash Collateral ------------------------------------------------------- Copy Du Services Corporation asks the Bankruptcy Court to use cash collateral relating to the interest held by Hibiscus Lendo LLC. The Debtor seeks to pay Hibiscus Lendo LLC or Grove Gate Lender $2,200 monthly as adequate protection payment to maintain use of the property for the next 12 months. The amount would cover what is due as adequate protection for both the property and the rents that are being used by Debtor. Hibiscus Lendo has a prepetition lien on the Debtor's commercial rental property. About Copy Du Services Corporation Copy Du Services Corporation, which derives rent from renting its commercial property to tenants, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-05717) on Oct. 2, 2019, in Puerto Rico. PABLO E. GARCIA, ESQ., serves as the Debtor's counsel. CORNERSTONE HOMES: Trustee Selling Corning Property for $99K ------------------------------------------------------------ Michael Arnold, the Chapter 11 trustee for Cornerstone Homes, Inc., asks from the U.S. Bankruptcy Court for the Western District of New York to authorize the sale of the real property located at 11741 Center Drive, Corning, Steuben County, New York to Sean Morse for $99,099. A hearing on the Motion is set for Dec. 19, 2019 at 9:00 a.m. The property consists of a 1,247 square foot single-family residence on approximately .27 acres of land. It was purchased by the Debtor for $36,000. Thereafter, the Debtor spent approximately $48,000 renovating the property. Once renovations were complete, the trustee listed the subject property with a realtor for a period of approximately four months. Over that time, the property was shown dozens of times. Through the efforts of the realtor, the Trustee has received an offer to sell the subject parcel for the sum of $104,799, less a $5,700 credit to the Buyer, for a net sale price of $99,099. The parties have entered into their Purchase and Sale Contract. The property has a 100% full market assessed value of $78,600. There are no mortgages or other liens against the property. To the Trustee's knowledge, the Buyer, 146 Decatur Street, Apt. 201, Corning, New York, has no relation or connection to the Debtor of any type. While the estate had hoped to realize a greater return from this investment, the proposed sale will result in a small profit of approximately $6,000. All proceeds will be available for future operating capital and/or for the benefit of creditors. The Trustee asks an order authorizing the payment of an attorney's fee to the attorney for the Trustee, in the amount of $500, and payment of a realtor Hatfield Real Estate's commission to the realtor for the Trustee, in the amount of $4,955 (5% of the net sale price). The Notice is further given that the papers upon which the Motion is made are filed with the Office of the Clerk of the Court and may be viewed during regular business hours. A copy of the Contract attached to the Motion is available at https://tinyurl.com/vzwrgpy from PacerMonitor.com free of charge. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and was engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester, New York. The Debtor disclosed assets of $18.6 million and liabilities of $36.2 million. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. * * * The Debtor sought Chapter 11 protection alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly Noteholders with $14.5 million in claims -- were to have a 7 percent recovery. The Court has not confirmed the Debtor's Plan. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. The Chapter 11 trustee tapped as counsel his own firm, Place and Arnold. LeClairRyan and Barclay Damon LLP serve as his special counsel. The Trustee was appointed after accusations that the principal, David L. Fleet, operated the Debtor as a massive Ponzi scheme in loving millions of dollars and hundreds of mostly elderly, unsophisticated individual investor victims who shared the same religious beliefs espoused by Fleet. The Trustee has commenced an adversary proceeding against First Citizens National Bank for enabling Mr. Fleet to perpetuate the Ponzi scheme by providing bank loans. On July 12, 2019, the firm of Hatfield Real Estate was appointed to serve as realtor for the Debtor's estate. CSI-ABSOLUTE: Gets Leave to Use Cash Collateral Thru Nov. 30 ------------------------------------------------------------ CSI-Absolute Clean, Inc., sought and obtained approval from Judge Deborah L. Thorne to use cash collateral of Funding Circle through Nov. 30, 2019 pursuant to the budget. Funding Circle is granted a replacement lien in the the Debtor's business assets including to all inventory and accounts receivables. The Debtor is also directed to maintain adequate property insurance on the business assets, as well as pay Funding Circle $1,800 beginning November 1, 2019, continuing on the 1st of each month thereafter until further order of Court, as adequate protection. A status hearing on the Motion is set for Nov. 26, 2019 at 10:30 a.m. About CSI-Absolute Clean CSI-Absolute Clean, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-04406) on Feb. 19, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Deborah L. Thorne. Schneider & Stone is the Debtor's counsel. CVR PARTNERS: S&P Alters Outlook to Stable, Affirms 'B+' ICR ------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' ratings on CVR Partners L.P. (CVR Partners) and revised the outlook on the company to stable from negative, saying it expects the company's credit metrics to remain around 5.5x, down from over 7x in 2017 and 2018. The rating agency revised its outlook on CVR Partners to stable from negative after the significant price recovery for urea ammonium nitrate (UAN) and ammonia in the first nine months of 2019, which boosted the company's EBITDA generation. S&P's previous negative outlook reflected that the current rating was not sustainable if debt-to-EBITDA metrics remained elevated (around 9x in 2017 and 7.5x in 2018). However, with this price recovery environment, S&P expects CVR Partners' debt to EBITDA to be around 5.5x in 2019 and 2020. UAN and ammonia gate pricing was $206 per ton and $416 per ton, respectively, for the nine months ended Sept. 30, 2019, up from $169 per ton and $329 per ton, respectively, for the nine months ended Sept. 30, 2018. This led to significant EBITDA improvement during 2019 (around $96 million in the first nine months compared to around $51 million in the first nine months of 2018). The stable outlook reflects S&P's expectation that CVR Partners' will maintain leverage levels between 5.5x-6x as well as adequate liquidity in the upcoming 12 months, sustained by ammonia and UAN gate prices in the $400-$420 per ton and $200-$215 per ton ranges, respectively. It also reflects S&P's view that the parent company, CVR Energy (which also owns a refining business), will provide some financial support if needed, which is why the rating agency grants a one-notch uplift to CVR Partners' stand-alone credit profile. "We could lower the rating if we see material backwardation in ammonia and UAN prices that leads to CVR Partners' leverage increasing to above 7x on a sustained basis. Additionally, our rating would be affected if we perceived less support from CVR Energy under a financial distress situation," S&P said. “Although unlikely in the short term, we could raise the rating on CVR Partners if we see a substantial deleverage at the company level (below 3x), and our view of CVR Energy's credit quality also improves," the rating agency said. DALE KNOX: PCO Says Patient Care Meets Standards ------------------------------------------------ Tamar Terzian as the successor Patient Care Ombudsman for Dale Garfield Knox, Cheryl Lynn Knox, d/b/a Rancho Santa Margarita Family Practice, in this case submits the seventh interim for the period of August 2019 through October 2019. As set forth in the Order and the Appointment Notice, the Ombudsman was appointed to monitor the quality of patient care provided by the Debtor, to the extent necessary under the circumstances, including the interview of patients/clients, administration, staff, and other interested parties. Additionally, as per compliance with the Notice of Appointment, a one-page Notice was posted at the office of Dale G. Knox, M.D. Family Practice and Clinic, Rancho Santa Margarita, Ca, the place of business of the Debtor with contact information for the Ombudsman allowing for concerns and/or issues to be discussed. Dale G. Knox, M.D., is a general physician/family practice that is located in Rancho Santa Margarita, CA at the current location since 2016. The visit included conversation with office manager Cadi Knox, observation of staff/patient interactions, review licenses and policies, with the following results: The office is fairly large with one break room, in house lab area, 4 exam rooms, 2 offices, and two rooms for records. There are 3 employees who work full time. The PCO reviewed various charts for patients and properly categorized with progress notes, lab reports, EKG results, X-ray results, Discharge, Consults and Medication Log. Therefore, the PCO finds that all care provided to the patients by the Debtor is within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. PCO can be reached at: Tamar Terzian, Esq. (SBN 254148) Terzian Law Group, A Professional Corporation 1122 E. Green Street Pasadena, Ca 91106 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 E-mail: tamar@terzlaw.com A full-text copy of the PCO's 7th Interim Report is available at https://tinyurl.com/qqsgqk8 from PacerMonitor.com at no charge. About Dale Knox Dale Garfield Knox and Cheryl Lynn Knox sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-12520) on July 10, 2018. The Bisom Law Group, led by Cheryl Lynn Knox, Esq., is counsel to the Debtors. Dale Knox M.D. Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-14541) on Dec. 13, 2018, disclosing under $1 million in both assets and liabilities. Dale Knox M.D. is represented by Andrew S. Bisom, Esq., at The Bisom Law Group. DEAN FOODS: Friendly's Says Its Not Part of Chapter 11 Filings -------------------------------------------------------------- Friendly's [(R)] Restaurants has issued the following statement about the Dean Foods bankruptcy filing: "FIC Restaurants, Inc., which owns and operates Friendly's restaurants, is an entirely separate entity apart from Dean Foods. They do not share common ownership. Dean Foods has manufactured and sold Friendly's brand ice cream since 2016 and serves as a supplier to Friendly's restaurants. The Dean Foods bankruptcy filing is not expected to have any impact on the operations of Friendly's restaurants." About FIC Restaurants, Inc. FIC Restaurants, Inc. -- http://www.friendlys.com/-- is a restaurant company that operates under the iconic brand name "Friendly's Restaurants", serving signature sandwiches, burgers and ice cream desserts in friendly, full service restaurants. For over 80 years, Friendly's Restaurants and their dedicated service teams have delighted generations of guests by offering every day value on great tasting food and ice cream creations. For the future, Friendly's Restaurants has plans for introducing new and innovative food and ice cream offerings, bright new restaurants, and unique ways to reach and satisfy guests. About Dean Foods Dean Foods (NYSE: DF) -- http://www.deanfoods.com/-- is a food and beverage company. It is the largest processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Headquartered in Dallas, Texas, the Dean Foods portfolio includes DairyPure(R), the country's first and largest fresh, national white milk brand, and TruMoo(R), the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena(R), Berkeley Farms(R), Country Fresh(R), Dean's(R), Friendly's(R), Garelick Farms(R), LAND O LAKES(R)* milk and cultured products, Lehigh Valley Dairy Farms(R), Mayfield(R), McArthur(R), Meadow Gold(R), Oak Farms(R), PET(R)**, T.G. Lee(R), Tuscan(R) and more. Dean Foods also has a joint venture with Organic Valley(R), distributing fresh organic products to local retailers. In all, Dean Foods has more than 50 national, regional and local dairy brands as well as private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas, and bottled water. Approximately 15,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. Dean Foods Company and substantially all of its subsidiaries on Nov. 12, 2019, initiated voluntary Chapter 11 reorganization proceedings in the Southern District of Texas. The lead case is In re Southern Foods Group, LLP (Bankr. S.D. Tex. Case No. 19-36313). Dean Foods was estimated to have at least $1 billion in assets and liabilities as of the bankruptcy filing. The Company intends to use this process to protect and support its ongoing business operations and address debt and unfunded pension obligations while it works toward an orderly and efficient sale of the Company. Davis Polk & Wardwell LLP and Norton Rose Fulbright are serving as legal advisors to the Company, Evercore is serving as its investment banker and Alvarez & Marsal is serving as its financial advisor. Norton Rose Fulbright US LLP is the local counsel. Epiq Corporate Restructuring LLC is the claims agent, maintaining the Web site Additional information is available on the restructuring page of the http://www.DeanFoodsRestructuring.com/ DELMAR SUBS: Seeks Authority to Use BB&T Cash Collateral -------------------------------------------------------- Delmar Subs, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Maryland to use cash collateral which is secured to BB&T Commercial Equipment Capital Corp. The Debtor requires access to cash to maintain and preserve and to continue the Debtor's business operations during its reorganization process. Prior to the Petition Date, the Debtor, among others, entered into several commercial loan facilities with Susquehanna Commercial Finance, Inc., now known as BB&T Commercial Equipment Capital Corp. As of Oct. 3, 2019, BB&T's total claim against the Debtor on account of its Loan, after application of recoveries and payments made thereon, is $807,690. In connection with the Loan and so as to secure the repayment of the same, the Debtor granted BB&T blanket security interests in and liens on substantially all of the Debtor's property. The Debtor believes that it can make monthly post-petition adequate protection payments to BB&T in the amount of $1,491.44 for application to a secured debt in the principal amount of $80,000 payable over 60 months with interest at 4.5% per annum. In addition, the Debtor proposes to extend postpetition to BB&T a security interest against the assets previously pledged as collateral to BB&T by the Debtor as set forth in the recorded financing statements. A copy of the Motion is available for free at https://tinyurl.com/qwn2tu8 from Pacermonitor.com About DELMAR Subs DELMAR Subs, Inc. is a privately held company that operates in the restaurant industry. The company has store locations at 1227 Eastern Blvd., Essex, MD 21221; 108 Big Elk Mall, Elkton, MD; and 319 North Dupont Highway, Smyrna, DE. DELMAR Subs, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-24928) on Nov. 7, 2019. In the petition signed by its president, Raymond H. Burrows, III, the Debtor disclosed $271,840 in assets and $1,405,031 in debt. Judge Robert A. Gordon is assigned to the case. The Debtor tapped Marc Robert Kivitz, Esq. at the Law Office of Marc R. Kivitz. DESIGN REFRIGERATION: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Design Refrigeration and Air Conditioning Company, according to court dockets. About Design Refrigeration and Air Conditioning Company Design Refrigeration and Air Conditioning Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23643) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge John K. Olson. The Debtor tapped Van Horn Law Group, P.A., as its legal counsel. DIPLOMAT PHARMACY: S&P Puts 'B-' ICR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings placed its ratings on Diplomat Pharmacy Inc., including the 'B-' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement reflects S&P's expectation that lenders will likely grant a covenant waiver if required in the fourth quarter, but the capital structure could be unsustainable if the company cannot execute a strategic transaction (e.g., sale of the company) in the near term. Based on its projections, S&P expects Diplomat to violate its covenant in the fourth quarter of 2019. However, the rating agency expects lenders to grant the company a waiver in anticipation of a possible strategic transaction, such as a sale of the company or a major deleveraging asset sale in the near term. For this reason, S&P is affirming the 'B-' issuer credit rating. However, absent of a strategic transaction, S&P sees elevated likelihood for a potential debt restructuring, given the company's heavy mandatory debt amortization of $12 million per year against weak operating performance. For this reason, the rating agency is placing the company's ratings on CreditWatch with negative implications. S&P expects to resolve the CreditWatch when the company provides an update on its strategic alternatives or credit agreement amendment process, or absent an update, within the next 90 days. "We could lower the rating, possibly by more than one notch, if Diplomat is unable to execute meaningful strategic transactions that reduce leverage and provide the company with better cushion against financial covenants. Under this scenario, we would see elevated risk for debt restructuring given current operating trends and in light of the heavy debt amortization payment obligations," S&P said. "We would reassess the rating, including the potential for a higher rating, if Diplomat is able to execute on a strategic transaction that meaningfully addresses its current covenant tightness and very high leverage," the rating agency said. DONMAR EQUITIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on Nov. 14, 2019, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of DonMar Equities LLC. About DonMar Equities DonMar Equities LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 19-07507) on Oct. 8, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. The case has been assigned to Judge James M. Carr. The Debtor tapped Christine K. Jacobson, Esq., at Jacobson Hile Kight LLC, as its legal counsel. DONMAR RENTALS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Nov. 14, 2019, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of DonMar Rentals, LLC. About DonMar Rentals DonMar Rentals, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 19-07510) on Oct. 8, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $50,001 and $100,000. The case has been assigned to Judge James M. Carr. The Debtor tapped Christine K. Jacobson, Esq., at Jacobson Hile Kight LLC as its legal counsel. DOUGHERTY'S HOLDINGS: Seeks to Hire Integrity Pharmacy as Broker ---------------------------------------------------------------- Dougherty's Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire a broker In an application filed in court, the Debtors propose to employ Integrity Pharmacy Consultants LLC to provide services in connection with the sale of the Forest Park Pharmacy, including marketing, advertising and solicitation of offers. The firm will get 4 percent of the total sale price or $20,000. Gary Holliday of Integrity Pharmacy disclosed in a court filing that the firm does not hold an interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: Gary Holliday Integrity Pharmacy Consultants LLC 2925 E Riggs Rd #8 PMB 116. Chandler, AZ 85249 Phone: 833-735-5797 About Dougherty's Holdings Dougherty's Holdings, Inc. and its subsidiaries own and operate two retail pharmacy stores in Dallas, Texas, and one in McAlester, Okla. The subsidiaries include (i) Dougherty's Pharmacy, Inc. [Texas]; (ii) Dougherty's Pharmacy Forest Park, LLC; (iii) Dougherty's Pharmacy McAlester, LLC; and (iv) Dougherty's Pharmacy, Inc. [Delaware]. The Debtors' retail stores serve prescription needs and offer health screenings, wellness and holistic care products, health and beauty products, home medical supplies and equipment, and gifts for sale. Dougherty's Pharmacy and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 19-32841) on Aug. 28, 2019 in Dallas, Texas. The petitions signed by Steward Edington, president and chief executive officer, disclosed assets valued between $1 million and $10 million and liabilities of the same range. The Hon. Harlin DeWayne Hale oversees the cases. The Debtors tapped Pronske & KAathman, P.C. as their bankruptcy counsel. DOVETAIL GALLERY: Exclusivity Period Extended to Feb. 10 -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania extended the period during which only Dovetail Gallery Limited can file a Chapter 11 plan to Feb. 10, 2020. Dovetail said it will be in a better position to formulate a plan once the trajectory of the litigation involving Herman/Stewart Construction and Development, Inc. becomes clearer. The company said any recovery from the litigation will be a major source of funding for the plan. The litigation (Adversary Proceeding No. 19-1030) was filed to recover funds from Herman/Stewart. In connection with the litigation, the companies met to discuss the process to be followed for discovery and the possibility of a settlement. Although no agreement was reached at the time of the meeting, the companies agreed to participate in a mediation in the near future. About Dovetail Gallery Limited Dovetail Gallery Limited, which conducts business under the names The Dovetail Gallery and Dovetail Gallery, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-10134) on Feb. 14, 2019. In the petition signed by its president, Gary Cacchione, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. The Debtor is represented by its counsel, Michael P. Kruszewski, Esq., and the Quinn Law Firm. No committee of unsecured creditors has been appointed in the Debtor's case. DUCOMMUN INC: S&P Raises ICR to 'BB-' on Improved Credit Metrics ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Ducommun Inc. to 'BB-' from 'B+'. The outlook is stable. S&P also raised the issue-level ratings on the company's first-lien credit facility to 'BB-' from 'B+'. The recovery rating on this debt remains at '3'. Strong end markets and a successful execution of its restructuring program have resulted in credit metrics improving beyond S&P's previous expectations. Revenues have increased by 15% in the first nine months of 2019 exceeding S&P's previous forecast of 3%-5% for all of 2019. This has been driven by higher content on narrowbody aircraft, primarily the Boeing 737 and Airbus A320; in the structures segment (up 27% so far in 2019); and a favorable defense budget supporting growth in the electronics segment (up around 4.5%). Profitability has also been better than expected, with EBITDA margins of 13.6% in the third quarter of 2019, compared with S&P's previous expectations of 10%-13% for 2019. Restructuring efforts such as process improvements and supply chain initiatives, as well as its learning curve on critical components of the A320 underpin the gains. Overall this has resulted in S&P's expectation of debt to EBITDA improving to 2.9x-3.3x in 2019, compared with its previous expectation of 3.5x-3.9x, and 4.3x in 2018. Similarly, S&P now expects funds from operations (FFO) to debt to be 22%-26% in 2019, compared with its previous forecast of 17%-21%, and 18.2% in 2018." S&P's stable outlook on Ducommun reflects the rating agency's expectation that debt to EBITDA will be 2.9x-3.3x through 2020. The rating agency expects strong demand for the company's products to support growing revenues and earnings. It expects credit metrics to be relatively stable despite the impact of debt-financed acquisitions. It also expects that the Boeing 737 MAX grounding will not have a material impact on the company's credit ratios. "We could lower our rating on Ducommun in the next 12 months if we expect debt to EBITDA to rise above 4x for a prolonged period. This would most likely occur if the company pursues large debt-financed acquisitions greater than our base case, or if the continued grounding of the 737 MAX has greater-than-expected impact on the company's earnings and cash flow," S&P said. Although the rating agency views a shutdown of production unlikely, it would expect this could have a significant impact on Ducommun's financials if it occurred. "Although unlikely given the company's acquisitive growth strategy, we could raise the rating on Ducommun in the next 12 months if debt to EBITDA improves to below 3x, FFO to debt improves to above 30%, and management commits to maintaining these levels even with future acquisitions," S&P said, adding that this could result from new contract wins driving revenue and earnings growth or additional debt repayment. EMPORIA PROPERTY: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------- The Office of the U.S. Trustee on Nov. 16, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Emporia Property Group, LLC. The committee members are: (1) Dr. Dennis E. Winson 9405 Blackwell Road, Unit 411 Rockville, MD 20850 Phone: 301-221-9308 Fax: 301-340-0552 Email: Dwinson3@comcast.net (2) James R. Preslar 19666 Blossom Lane Grosse Pointe Woods, MI 48236 Phone: 318-347-7372 Email: jrpsolutionsllc@gmail.com (3) John F. Dally 89 Race St. Nutley, NJ 07110 Phone: 609-335-4149 Email: Johndally21@yahoo.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Emporia Property Group Emporia Property Group LLC owns in fee simple a hotel property located at 2700 W. 18th Avenue, Emporia, KS 66091 having an appraised valued of $3.05 million. The Clarion Inn & Conference Center hotel -- https://www.emporiaclarion.com/ -- is 100% non-smoking and pet-friendly hotel located nearby Emporia State University, and businesses that include Tyson, Emporia Energy Center Westar, and Hostess Brands. Emporia Property Group LLC filed a Chapter 11 petition (Bankr. D. Kan. Case No. 19-22155) on Oct. 8, 2019. In the petition signed by Lee Jones, authorized signer for Emporia Property Group, LLC, the Debtor disclosed $3,236,648 in assets and $6,406,053 in liabilities. The case is assigned to Judge Dale L. Somers. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's counsel. ENVIVA PARTNERS: Fitch Rates $355MM Sr. Unsec. Notes 'BB-' ---------------------------------------------------------- Fitch Ratings assigned a 'BB-'/'RR4' rating to Enviva Partners, LP's issuance of senior unsecured notes. The proceeds are expected to, after fees and expenses, repay the existing $355.0 million senior unsecured notes and the related redemption premium, as well as to repay borrowings under its senior secured revolving credit facility. As of Sept. 30, 2019, EVA had approximately $2 million of unrestricted cash and $165 million available under its revolving credit facility for a total liquidity of $167 million. The revolving credit facility has a maturity date of October 2023. KEY RATING DRIVERS Elevated Leverage Through 2021: Fitch forecasts EVA's leverage to be 3.8x-4.0x through 2021, following the dropdown transactions that are planned to take place in 2020 and 2021 under the assumption of 50/50 mix of debt and equity funding. Fitch previously projected EVA's leverage to be above 4.0x in 2019, but improves below 3.5x starting in 2020 accounting for one dropdown transaction in 2020. Fitch highlights that the planned dropdowns will also require larger funding needs from both the debt and equity capital markets relative to previous transactions and Fitch's expectation. Self-funding has been a key emphasis in the midstream energy space, as equity issuance to finance capex or projects generally has not been receptive by investors in the past year. While Fitch acknowledges that these transactions will elevate leverage close to 4.0x in the near term, Fitch views that these dropdown assets are strong assets underpinned by take-or-pay contracts that will boost EVA's production volume and cash flow in the longer term. Similar to the previous dropdowns such as the Hamlet plant, EVA is mitigated from construction risk as the planned dropdown assets are constructed at the joint venture that is formed between EVA's sponsor Enviva Holdings, LP and John Hancock Life Insurance and sold to EVA through dropdown transactions. Volume Growth Under Long-Term Contracts: EVA has a weighted average remaining term of approximately 10 years and contracted revenue backlog of approximately $9.6 billion for its overall contract portfolio as of 2Q19. These contracts are primarily take-or-pay contracts with a fixed price for the entire term of the contract subject to annual inflation-based adjustment and price escalation, which offer some downside protection in raw materials and shipping cost. While most of EVA's production ramp is primarily driven by its long-term take or pay contracts backlog, Fitch notes that EVA also has some volumetric exposure with certain counterparties through non-offtake contracts. A slower than expected growth from those customers can be detrimental to EVA's projected cash flow. During 2019, EVA also further increased its contract backlog for the Asian market by announcing that the company and its sponsors entered six new take-or-pay contracts with major Japanese counterparties customers totalling more than 1 million metric tons per year (MTPY) commencing between 2022 and 2024. Previously in 2018, EVA also announced that the company and its sponsors entered into eight new contracts with four Japanese counterparties that will supply approximately 2 million MTPY of wood pellets to Japan commencing in 2021 and 2022. While these newly signed contracts will continue to grow EVA's robust contract backlog, Fitch notes that certain EVA's contracts provide the customer with a right of termination for various events of convenience or changes in law or policy. Fitch acknowledges that there has been no termination of contracts in the past and does not expect any early termination from EVA's counterparties in its rating case. Additionally, some of the EVA's contracts are also protected by early termination payments. Increased Customer Diversification: Fitch notes that EVA will continue to diversify its customer exposure with new contracts commencing in 2020. In 2018, EVA generated approximately 90% of its revenue from three major customers: Drax Power Limited (Drax Group Holdings Ltd; BB+/Stable), Orsted Bioenergy & Thermal Power A/S (Orsted; BBB+/Stable), and Lynemouth Power Limited (NR). Fitch expects EVA's customer diversity to increase in 2020 with seven customers accounting for more than approximately 90% of its revenue. MGT Teesside Limited (NR), a greenfield biomass plant in the UK, is expected to be the second largest customer of EVA. Customer diversification will further increase for EVA as some of the signed contracts in the Asian market commences in 2021. Additionally, Fitch believes that the level of counterparty risk for EVA is mainly reflected by the economic incentives such as government subsidies that allow EVA's customers to operate their biomass plants using wood pellets until the end of their contracts with EVA. For instance, Drax currently receives government subsidies to generate power on biomass until 2027 and has converted four coal-fired plants into biomass plants. EVA is one of the several wood pellets suppliers for these three biomass plants. Orsted, the largest power producer in Denmark, has converted its Asnaes coal power plant to Biomass plant under state-aid approval from the European Commission. Lynemouth Power Limited is also a coal-fired power plant that was converted into a biomass plant. Regulatory Environment Remains Supportive: The regulatory environment in the jurisdictions that EVA serves, in Fitch's view, should remain fundamentally favorable for the company and the biomass industry in the near term. EVA's major customers are European utilities and power generators counterparties that are subjected to the EU and UK environmental laws, which aim to reduce greenhouse gas emissions for the power sector and meet specific carbon-reduction goals through mandating an increase in renewable energy usage. To achieve the mandate, the government offers incentives for renewable energy projects, which include subsidizing and funding coal-fired power generation companies such as EVA's top customers to co-fire biomass in their coal plants and/or fully convert their coal plants to biomass plants. Moreover, the Japanese market has environmental frameworks in place that demonstrate support for increased use of renewable power generation in the future. Limited Size and Scale: EVA exhibits a small scale of operation with expected annual EBITDA less than $300 million in the near term. Given its limited operational and business profile, EVA has a higher exposure to the financial effect of negative industry trends and events relative to larger companies with a greater breadth of operations. Larger companies also have a demonstrated advantage in efficiently accessing debt and equity capital markets to fund growth. Fitch generally believes that MLPs operating in niche markets like EVA could also be disadvantaged in accessing capital market debt and equity when needed. However, there is clear visibility of significant growth for EVA upon the successful execution of future dropdowns in the near term. Recontracting Risk in the Long Run: EVA does not face any significant recontracting risk for its top customers in the near future, given the weighted average duration of the contracts. However, Fitch recognizes this risk, though not an immediate credit concern will be largely affected by external factors including the availability of government subsidies for producers at the end of those contracts' lives, as well as the competitive landscape of the market. However, Fitch also believes that some of the negative financial impact resulting from the recontracting risk can be partially offset by EVA's existing and future expansion efforts into the Japanese market. DERIVATION SUMMARY EVA is a master limited partnership (MLP) that supplies utility-grade wood pellets to major power generators across the globe. EVA's cash flow is mainly supported by long-term take-or-pay contracts with utilities and power generators that are currently subsidized by their local government to produce electricity using renewable energy sources such as biomass. There are limited publicly traded comparable companies for EVA given the size of the biomass sector as well as the competitive landscape. EVA exhibits much smaller scale of operations with expected annual EBITDA less than $300 million in the near term. While Fitch generally views midstream entities with annual EBITDA of less than $300 million to be consistent with 'B' category, EVA's 'BB-' ratings are reflective of its superior leverage level of below 4.0x, long-term take-or-pay contract profile, and a supportive regulatory environment for the biomass industry. Given the somewhat fragmented wood pellets market that EVA operates in, Sunoco LP (BB/Stable) presents as a great comparable for the issuer. Sunoco operates in a highly fragmented, competitive wholesale motor fuel sector. Similar to EVA, Sunoco also has 15-year take-or-pay fuel supply agreement with a 7-Eleven subsidiary under which Sunoco will supply approximately 2.2 billion gallons of fuel annually. While EVA has a lower leverage relative to Sunoco's 4.5x-4.7x leverage, EVA is one-third the size of Sunoco. Additionally, Fitch also does not expect Sunoco to have major funding needs in the near term. KEY ASSUMPTIONS -- Revenue and EBITDA growth driven by growing wood pellet export volumes as well as annual inflation and price adjustment under existing and new contracts; accretive cash flow from future dropdown transactions; -- Future dropdowns are assumed in forecast periods consistent with historical 50/50 mix of equity and debt funding to maintain leverage below 4.0x for 2020 and 2021; -- Capex aligns with management's forecast; -- Regulatory environment remains supportive for the biomass industry in the jurisdiction that EVA's customers operate in; -- Moderate growth in unit distribution in forecast periods while maintaining distribution coverage above 1.0x. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Continued increase in size and scale of operations with increased geographic diversity; -- Leverage and distribution coverage sustain at 3.0x-3.5x and above 1.0x, respectively, Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Significant credit event with counterparties, including multi-notch downgrade at EVA's major counterparties, which will impair future cash flow into EVA; -- Unfavorable changes in regulatory environment with regard to treatment and subsidies supporting biomass power generation as renewable generation; -- Capex spending or unfavorable dividend policy that significantly reduces liquidity or increases leverage; -- Leverage above 4.0x and distribution below 1.0x on a sustained basis can result in a negative rating action. LIQUIDITY AND DEBT STRUCTURE Near-Term Liquidity Adequate: As of Sept. 30, 2019, EVA had approximately $2 million of unrestricted cash and $165 million available under its revolving credit facility for a total liquidity of $167 million. The revolving credit facility has a maturity date of October 2023. Fitch expects the company to have adequate liquidity to fund its working capital and dividend distribution in the near term. ESG CONSIDERATIONS EVA has an ESG Relevance Score of 4+ for serving in the biomass industry that is viewed as environmental friendly for reducing greenhouse gas emission. Biomass is viewed as a carbon-neutral source of energy by the idea that carbon emitted from burning sources of biomass such as wood pellets will be recaptured by the new trees that are grown. EVA's ESG score has a positive impact on the credit profile and is relevant to the rating in conjunction with other factors. EP ENERGY: Morrison & Foerster Represents Noteholders Group ----------------------------------------------------------- In the Chapter 11 cases of EP Energy Corporation, et al., the law firm of Morrison & Foerster LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing an ad hoc group of certain unaffiliated funds, accounts, and/or managers of funds or accounts, as beneficial holders of obligations arising from or relating to: (a) the 7.750% Senior Secured Notes due 2026 (the "1.125 Lien Notes") issued by EP Energy LLC and Everest Acquisition Finance Inc. under the indenture dated as of May 23, 2018; (b) the 8.00% Senior Secured Notes due 2024 (the "1.25 Lien Notes") issued by EP Energy LLC and Everest Acquisition Finance Inc. under the indenture dated as of November 29, 2016; (c) the 9.375% Senior Secured Notes due 2024 (the "1.5 Lien 2024 Notes") issued by EP Energy LLC and Everest Acquisition Finance Inc. under the indenture dated as of January 3, 2018; and (d) the 8.00% Senior Secured Notes due 2025 (the "1.5 Lien 2025 Notes") issued by EP Energy LLC and Everest Acquisition Finance Inc. under the indenture dated as of February 6, 2017. The Ad Hoc Group retained Morrison & Foerster in April 2019 to represent it in connection with a potential restructuring of the Debtors and in these cases. In addition, the Ad Hoc Group retained Foley & Lardner LLP in September 2019 to represent it as special counsel in connection with a potential restructuring of the Debtors and in these cases. Subsequently, the Ad Hoc Group directed UMB Bank, National Association, as successor trustee for the 1.125 Lien Notes (the "Indenture Trustee"), to retain Morrison & Foerster as lead counsel, Foley & Lardner LLP as Texas counsel, and Lear & Lear PLLC as Utah counsel pursuant to separate engagement letters dated October 3, 2019, respectively. Morrison & Foerster and Foley & Lardner continue to represent the Ad Hoc Group and the Indenture Trustee in connection with the Debtors' chapter 11 cases. Neither Morrison & Foerster nor Foley & Lardner represents the Noteholders or the Ad Hoc Group as a "committee" (as such term is employed in the United States Bankruptcy Code and the Bankruptcy Rules). Morrison & Foerster has been advised by the members of the Ad Hoc Group that the individual members of the Ad Hoc Group either hold claims or act as investment managers or advisors (or are affiliates of entities that act as investment managers or advisors) to funds and/or accounts that hold claims against the Debtors' estates. As of Nov. 1, 2019, members of the Ad Hoc Group and their disclosable economic interests are: (1) AEGON USA Investment Management, LLC 155 N. Wacker Drive, Suite 1850 Chicago, IL 60606 * $25,643,000 aggregate outstanding principal amount of 1.125 Lien Notes * $5,863,000 aggregate outstanding principal amount of 1.25 Lien Notes * $4,177,000 aggregate outstanding principal amount of 6.375% Senior Unsecured Notes due 2023 (the "6.375% Senior Unsecured Notes") (2) Angelo, Gordon & Co., L.P. 245 Park Avenue New York, NY 10167 * $25,975,000 aggregate outstanding principal amount of 1.125 Lien notes * $5,800,000 aggregate outstanding principal amount of 9.375% Senior Unsecured Notes due 2020 (the "9.375% Senior Unsecured Notes") * $19,145,000 aggregate outstanding principal amount of 7.75% Senior Unsecured Notes due 2022 (the "7.75% Senior Unsecured Notes") * $20,081,000 aggregate outstanding principal amount of 6.375% Senior Unsecured Notes (3) Arena Capital Advisors, LLC 12121 Wilshire Boulevard, Suite 1010 Los Angeles, CA 90025 * $22,855,000 aggregate outstanding principal amount of 1.125 Lien Notes * $14,625,000 aggregate outstanding principal amount of 1.25 Lien Notes * $12,750,000 aggregate outstanding principal amount of 6.375% Senior Unsecured Notes * $5,500,000 aggregate outstanding principal amount of 7.75% Senior Unsecured Notes (4) Artisan Partners Limited Partnership 250 Fillmore Street Denver CO 80206 * $43,395,000 aggregate outstanding principal amount of 1.125 Lien Notes (5) Capital Research and Management Company 630 Fifth Avenue, 31st Floor New York, NY 10111 * $15,000,000 aggregate outstanding principal amount of 1.125 Lien Notes * $6,785,000 aggregate outstanding principal amount of 1.25 Lien Notes (6) CQS (UK) LLP One Strand 4th Floor London WC2N 5HR United Kingdom * $60,500,000 aggregate outstanding principal amount of 1.125 Lien Notes (7) DavidsonKempner Capital Management LP 520 Madison Avenue New York, NY 10022 * $23,840,000 aggregate outstanding principal amount of 1.125 Lien Notes * $2,444,000 aggregate principal amount of 9.375% Senior Unsecured Notes (8) DoubleLine Capital LP 333 South Grand Avenue, 18th Floor Los Angeles, CA 90071 * $8,690,000 aggregate outstanding principal amount of 1.125 Lien Notes (9) Eaton Vance Management Boston Management and Research 2 International Place Boston, MA 02110 * $9,024,000 aggregate outstanding principal amount of 1.125 Lien Notes (10) Fidelity Management & Research Company 200 Seaport Boulevard, V13H Boston, MA 02210 * $309,936,000 aggregate outstanding principal amount of 1.125 Lien Notes (11) The High Yield Desks of J.P. Morgan Investment Management Inc. and J.P. Morgan Chase, N.A. 1 E. Ohio Street Indianapolis, IN 46204 * $180,556,000 aggregate outstanding principal amount of 1.125 Lien Notes * $72,598,000 aggregate outstanding principal amount of 1.25 Lien Notes * $40,432,000 aggregate outstanding principal amount of 1.5 Lien 2025 Notes * $117,390,000 aggregate outstanding principal amount of 1.5 Lien 2024 Notes (12) Monarch Alternative Capital LP 535 Madison Avenue New York, NY 10022 * $31,557,000 aggregate outstanding principal amount of 1.125 Lien Notes * $20,718,000 aggregate outstanding principal amount of 1.25 Lien Notes * $1,935,000 aggregate outstanding principal amount of 9.375% Senior Unsecured Notes (13) Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, CA 92660 * $44,580,000 aggregate outstanding principal amount of 1.125 Lien Notes * $3,100,000 1.5 Lien 2025 Notes * $5,162,000 aggregate principal amount of 9.375% Senior Unsecured Notes (14) PPM America, Inc. 225 West Wacker Drive Chicago, IL 60606 * $16,219,000 aggregate outstanding principal amount of 1.125 Lien Notes * $26,503,000 aggregate outstanding principal amount of 1.25 Lien Notes (15) Principal Investment Group 711 High Street Des Moines, IA 50392 * $23,175,000 aggregate outstanding principal amount of 1.125 Lien Notes (16) Silver Rock Financial LP 12100 Wilshire Boulevard, Suite 1000 Los Angeles, CA 90025 * $17,270,000 aggregate outstanding principal amount of 1.125 Lien Notes (17) Wolverine Flagship Fund Trading Limited 175 W. Jackson Boulevard, Suite 340 Chicago, IL 60604 * $10,058,000 aggregate outstanding principal amount of 1.125 Lien Notes Additional holders of Notes may become members of the Ad Hoc Group, and certain of the current members may cease to be members of the Ad Hoc Group in the future. Morrison & Foerster reserves the right to amend this Verified Statement as necessary in accordance with the requirements set forth in Bankruptcy Rule 2019. Special Counsel for the Ad Hoc Group and Texas Counsel for the Indenture Trustee can be reached at: FOLEY GARDERE Foley & Lardner LLP John P. Melko, Esq. 1000 Louisiana, Suite 2000 Houston, TX 77002 Telephone: (713) 276-5727 Facsimile: (713) 276-6727 E-mail: jmelko@foley.com - and - Counsel for the Ad Hoc Group and Lead Counsel for the Indenture Trustee can be reached at: MORRISON & FOERSTER LLP Dennis L. Jenkins, Esq. Brett H. Miller, Esq. 250 West 55th Street New York, NY 10019 Telephone: (212) 468-8000 E-mail: djenkins@mofo.com brettmiller@mofo.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/SPTQ6z About EP Energy EP Energy Corporation and its direct and indirect subsidiaries (OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent. EXMCEUTICALS INC: Temporary Management Cease Trade Order Granted ---------------------------------------------------------------- EXMceuticals Inc. (EXM) is providing this bi-weekly default status report in accordance with National Policy 12-203 Management Cease Trade Orders ("NP 12-203"). On Oct. 23, 2019, the Company announced that, for reasons set out in its news release of Oct. 23, 2019, the filing of its annual audited financial statements for the year ended June 30, 2019, the accompanying management's discussion and analysis and the related CEO and CFO certifications (collectively, the "Annual Filings") would not be filed by the prescribed deadline of October 28, 2019. On Oct. 29, 2019, the British Columbia Securities Commission, as principal regulator, granted a temporary management cease trade order (the "MCTO"). As previously announced, the Company requires additional time to file its annual financial statements and MD&A for the financial year ended June 30, 2019 due to this being the first annual financial statements of the consolidated company following an RTO and additional time is required to complete the review and procedures. As a result, the Company concluded that it would not be in a position to complete the year-end audit within the time periods required by National Instrument 51-102. The Company currently anticipates that it will be in a position to file the Annual Filings on or before December 27, 2019. Pursuant to NP 12-203, the Company must file bi-weekly default status reports in the form of further news releases during the period of the MCTO. The Company reports that since its news release of October 23, 2019, there have been no material changes regarding the information contained in that news release. The Company confirmed there have been no failures by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines under NP 12-203, and there has not been, nor is there anticipated to be, any specified default subsequent to the default announced in the Company's news release of October 23, 2019. The Company also confirmed that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this news release. EXMceuticals Inc. ("EXM") is a company with a head office in Vancouver, British Columbia. EXM focuses on the sustainable cultivation of cannabis and hemp from multiple farms in Africa, from which it extracts and sells high-quality ingredients for both research and products for the health and wellness industry. FCPR ACQUISITION: Committee Appointed in Cedar Plastics Case ------------------------------------------------------------ The U.S. Trustee for Region 21 on Nov. 15, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Cedar Plastics, LLC, an affiliate of FCPR Acquisition, LLC. The committee members are: (1) Recovery Systems, LLC Attn: Gary A. Foote 6555 Sugarloaf Parkway, Suite 238 Duluth, GA 30097 (678) 427-0135 g1a2f3@outlook.com (2) Dukes Electric Company, Inc. Attn: Charles D. Dukes 144 Waugh Road LaGrange, GA 30241 (706) 302-9516 donny@dukeselctriccompany.com (3) New Ventures, Inc. Attn: Mike L. Wilson 306 Fort Drive LaGrange, GA 30240 (706) 882-2466 MWilson@newventures.org Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About FCPR Acquisition FCPR Acquisition, LLC provides carpet recycling services. The company is doing business as Florida Carpet & Pad Recycling. FCPR sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-08611) on Sept. 11, 2019. Its affiliates, Cedar Plastics, LLC (Bankr. M.D. Fla. Case No. 19-09429) and Cedar Trucking, LLC (Bankr. M.D. Fla. Case No. 19-09430) filed Chapter 11 petitions on Oct. 3, 2019. The cases are jointly administered under Case No. 19-08611. At the time of the filing, FCPR and Cedar Plastics were estimated to have assets of less than $50,000 and debts of less than $10 million. Cedar Trucking had estimated assets of less than $50,000 and liabilities of less than $1 million. The cases have been assigned to Judge Caryl E. Delano. The Debtors are represented by Daniel E. Etlinger, Esq., at Jennis Law Firm. FERNANDO IRIZARRY: U.S. Trustee Puts on Hold PCO Appointment ------------------------------------------------------------ Nancy J. Gargula, United States Trustee for Region 21, states that Fernando Luis Lapetina Irizarry and Tenssie Marie Santiago Carrasquillo filed a petition for relief under Chapter 11 of the Bankruptcy Code on Oct. 15, 2019. In their voluntary petition, Debtors identified themselves as a small business as well as a health care business, as defined in the Bankruptcy Code. The Court therefore ordered the United States Trustee to appoint a patient care ombudsman in this case unless the U.S. Trustee and/or the debtor in possession inform the court in writing, within 21 days, why the appointment of an ombudsman is not necessary for the protection of the patients. The Debtors filed a response to the Court's order on Oct. 29, 2019, arguing they should not be considered a health care business, and that a patient care ombudsman should not be appointed. However, the United States Trustee informs the Court that she has not yet been able to ascertain whether a patient care ombudsman is necessary for the protection of the patients, due to the early stage of the proceedings in this case. The Initial Debtor Interview is scheduled for Nov. 15, 2019, and the 341 Meeting of Creditors for Nov. 22, 2019. Until the United States Trustee is able to conduct the IDI and meeting of creditors, she cannot make an informed decision as to the appropriateness of appointing an ombudsman. For this reason, the United States Trustee requests an extension of 21 days to comply with the Court's order and to address Debtors' motion. A full-text copy of U.S. Trustee's motion is available at https://tinyurl.com/rru6p2y from PacerMonitor.com at no charge. About Fernando Luis Lapetina-Irizarry Fernando Luis Lapetina-Irizarry and Tenssie Marie Santiago-Carrasquillo sought Chapter 11 protection (Bankr. D.P.R. Case No. 19-05976) on Oct. 15, 2019. LUGO MENDER & CO, led by Wigberto Lugo Mender, Esq., is the Debtors' counsel. FIN ASSOCIATES: Camber Buying Bridgewater Property for $17.5M ------------------------------------------------------------- Fin Associates Limited Partnership asks approval from the U.S. Bankruptcy Court for the District of New Jersey to sell its property located in the Township of Bridgewater, Somerset County, New Jersey to Camber Acquisitions, LLC for $17.5 million, free and clear of all Liability. The Property is more particularly defined and includes as follows: (a) that certain plot and parcel of land located in the Township of Bridgewater, Somerset County, New Jersey commonly known Lot 8.01, Block 303 as shown on the on the tax map of that municipality, and commonly known as 3-5 Finderne Avenue, Bridgewater, New Jersey ("Land"); (b) all buildings, structures and improvements, if any, on that land ("Improvements"); (c) all of the Seller's interest in all easements, licenses, rights, benefits, privileges, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any way pertaining thereto, including all mineral rights, development rights, entitlements, and air and water rights, relating to the Land or the Improvements, and all of the Seller's interest, if any, in and to all strips and gores and any land lying in the bed of any street, road or avenue opened or proposed, in front of or adjoining the Land, to the center line thereof ("Appurtenances"); (d) all of the fixtures, systems, machinery, equipment and items of personal property owned by Seller and attached to the Land or the Improvements ("Personal Property"); (e) the Seller's interest as landlord under the leases, including all agreements, amendments, guarantees, side letters and other material documents relating thereto, if any, described on Schedule 1 with the Tenants in the Improvements and all other agreements to occupy all or a portion of the Land and/or Improvements, including but not limited to any Lease guarantees or other credit enhancements associated therewith; and (f) all intangible personal property, if any, owned by the Seller and related to the Land and the Improvements, including, without limitation: any trade names and trademarks associated with the Land and the Improvements; any plans and specifications and other architectural and engineering drawings for the Improvements; and any governmental permits (including, without limitation, building permits and certificates of occupancy), variances, waivers, consents, authorizations, approvals, warranties, guaranties, and licenses (including any pending applications) ("Intangible Property"). The Purchase Price will be paid as follows: (a) Within three business days after the Notice Date, the Purchaser will deposit into escrow the sum of $50,000 as the earnest money deposit with the Escrow Agent. A portion of the amount deposited by the Purchaser pursuant to this Section, in the amount of $100 ("Independent Consideration") will be earned by Seller upon execution and delivery of the Contract by the Seller and the Purchaser. They mutually acknowledge and agree that the Independent Consideration represents adequate bargained for consideration for the Seller's execution and delivery of the Contract and the Purchaser's right to have inspected the Property pursuant to the terms of the Contract. The Independent Consideration is in addition to and independent of any other consideration or payment provided for in the Contract and is nonrefundable in all events. Upon the Closing or the termination of the Contract, the Independent Consideration will be paid to the Seller, notwithstanding anything to the contrary contained in the Contract. (b) The balance of the Purchase Price, after crediting the Deposit and applying the monetary adjustments at Closing pursuant to the Contract, will be paid by the Purchaser to the Seller on the Closing Date by bank, cashier's or certified check drawn on a New Jersey Bank or by wire transfer of immediately available federal funds. The Deposit will be held 1n escrow by the Escrow Agent in an interest-bearing trust account in accordance with the terms of the Contract. The consummation of the sale under the Contract is the third business day following the entry of the Sale Order. Each party will pay its own costs and expenses relating to the transaction. The Property will be sold "as is, where is," and "with all faults and defects" basis, without warraties or covenants, express or implied. Each party represents to the other that it has dealt with no broker, finder or salesman in connection with the transaction other than David Zirnmel ofZimmel Associates and Ten-X. The party through whom any commission, fee or compensation claim of any broker, finder or salesman (other than Broker) is established agrees to indemnify, defend and hold harmless the other party from and against any and all loss, cost, expense (including reasonably attorneys' fees and disbursements), damage or claim which the party may sustain, incur or be exposed to by reason of any such claim of commission, fees or compensation. The Seller agrees to pay the Broker a commission in connection with the transactions contemplated under the Contract pursuant to separate agreements, except that at Closing, if Closing occurs, the Purchaser will pay $85,000 toward the brokerage commission due to Ten-X for the transaction, with the understanding that all other amounts due to Broker in connection with the transaction will be paid by the Seller without any further reimbursement or contribution of any kind by the Purchaser. Subject to the Purchaser's obligations under the preceding sentence, Seller will indemnify, defend and hold harmless the Purchaser from and against any and all loss, cost, expense (including reasonably attorneys' fees and disbursements), damage or claim which Purchaser may sustain by reason of any claim of the Broker. A copy of the Contract attached to the Notice is available at https://tinyurl.com/uea5j8w from PacerMonitor.com free of charge. The Purchaser is represented by: WATSON FARLEY & WILLIAMS LLP 250 West 55th Street New York, NY 10019 Attn: Michael Fein, Esq. E-mail: mfein@wfw.com About Fin Associates LP Fin Associates Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-28386) on Sept. 27, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Vincent F. Papalia. Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's legal counsel. FIRST FLORIDA: Court Defers Hearing on PCO Report ------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, with the consent of the Debtor and Carol Carr, the Patient Care Ombudsman in the case of debtor First Florida Living Options, LLC, filed an unopposed motion seeking an extension of the PCO's Deadline to file a her written report. Based on the Motion being unopposed, Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida ordered that the Motion is granted: 1. The hearing on the Patient Care Ombudsman Report scheduled for Nov. 6, 2019 at 11:30 a.m. is canceled. 2. The request for an extension to file the Patient Care Ombudsman Report after Nov. 6, 2019 is granted. 3. A hearing on the written report by the Patient Care Ombudsman on the quality of care provided to patients will be heard on Dec. 16, 2019 at 10:00 a.m. before the Honorable Jerry A. Funk, Bryan Simpson United States Courthouse, 300 N. Hogan Street, Fourth Floor, Courtroom 4D, Jacksonville, FL 32202. A full-text copy of PCO Cancellation of Hearing Report is available at https://tinyurl.com/rmfsuaz from PacerMonitor.com at no charge. About First Florida Living Options First Florida Living Options LLC, d/b/a Hawthorne Health and Rehab of Ocala, d/b/a Hawthorne Village of Ocala, d/b/a Hawthorne Inn of Ocala, formerly known as Surrey Place of Ocala, based in Ocala, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was signed by John M. Crock, vice president of Florida Living Options, Inc., MGMR. The Debtor was estimated to have $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel. FIVE J'S AUTO: Unsecureds to Recover 0.34% Under Plan ----------------------------------------------------- Five J's Auto Parts, Incorporated, filed a Chapter 11 Plan and Disclosure Statement. Under the Plan, the Debtor's secured and priority creditors would be paid in full, and the Debtor's unsecured creditors would receive a one-time payment of $10,000, resulting in a distribution of approximately 0.34% for their claims, which is more than they would receive under a hypothetical chapter 7 case. As to shareholder interests of Kathleen E. McCulloch, Ronald N. McCulloch, Ronald J. McCulloch and Kenneth J. McCulloch, the shareholders will not receive distributions on account of the existing shares. Kathleen E. McCulloch and Ronald N. McCulloch will make a $10,000 capital contribution and will receive new shares. A full-text copy of the Disclosure Statement dated Nov. 1, 2019, is available at https://tinyurl.com/y6269qem from PacerMonitor.com at no charge. Attorneys for the Debtor: Daniel A. White ASKEW & MAZEL, LLC 1112 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: (505) 433.3097 Fax: (505) 717.1494 E-mail: dwhite@askewmazelfirm.com About Five J's Auto Ronald N. and Kathleen E. McCulloch founded Five J's Auto Parts, Incorporated, as a family owned car crushing business 42 two years ago in Albuquerque, New Mexico. Realizing that there were too many valuable automobile parts going to the crushers, the family began dismantling and saving the main parts for sale to individuals and auto repair shops. On June 18, 2013, Jeffrey Herndon and Sharon Herndon filed a Complaint for Personal Injuries and Damages against the Debtor and others in the State of New Mexico, County of Valencia, Thirteenth Judicial District Court, commencing Case No. D-1314-CV-2013-00726 (the "State Court Case"). ASKEW & MAZEL, LLC serves as counsel for the Debtor. FLOYD SQUIRES: Liquidating Agent Selling Samoa Property for $80K ---------------------------------------------------------------- Janina M. Hoskins, the liquidating agent of the estate of the Floyd E. Squires III and Betty J. Squires, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 2409 Lindstrom Avenue, Samoa, California to Kyla Tripodi and Daniel Nored or their designee for $80,000, subject to higher and better bids. A hearing on the Motion is set for Dec. 4, 2019 at 10:30 a.m. The Property is an improved parcel. It generates no revenue. Kyla Tripodi is a licensed broker in the State of California and will be representing herself in the transaction. The Property will be sold free and clear of liens. Subject to Court approval and higher and better bids, the Liquidating Agent has accepted an offer of $80,000 from the Buyers for the Property, with an initial deposit of $1,000 and the balance to be paid at the close of escrow, with escrow to close within 30 days after entry of an order approving the sale. The Sale Agreement notes a price reduction from $100,000 to $80,000. An inspection revealed a complete failure of the septic system. Any and all terms of the Sale Agreement, including, but not limited to the payment of any commissions, are subject to the approval of the Court and overbid. The Buyers are purchasing the Property on an "as is, where is" basis, with no warranties or representation. Any dispute over the terms of the Sale Agreement will be resolved by the Court. The sale is subject to overbids, with a minimum overbid in the sum of $82,500 all cash, on the same terms and conditions as the Sale Agreement, with the overbid deadline being set three days prior to the Court hearing on the Motion. If a qualified overbid is received, an auction will be held before the Court, unless directed otherwise by the Court. A title report for the Property notes that on Sept. 21, 2001, a deed of trust in the amount of $50,000 was recorded as Document No. 2001-24327-15 in the Official Records of Humboldt County in favor of Option One Mortgage Corp., a California corporation, concerning loan number 011048669. An assignment of the beneficial interest under said deed of trust naming Wells Fargo Bank Minnesota, N.A., as Trustee for registered Holders of Option One Mortgage Loan Trust 2001-D Asset-Backed Certificates, Series 2001-D, without recourse, was recorded Aug. 28, 2002 as Document No. 2002-27552-2 in the Official Records of Humboldt County. The title report notes, "An assignment which purports to transfer the beneficial interest under said deed of trust" occurred on March 13, 2018 and was recorded as Document No. 2018-004825 in the Official Records of Humboldt County. The title report further notes that "at the date thereof, the named assignor was not the record holder of the beneficial interest." The Assignor is listed as Sand Canyon Corp., formerly known as Option One Mortgage Corporation; the Assignee is listed as New Residential Mortgage Loan Trust 2017-6. New Residential Mortgage Loan Trust 2017-6 filed a request for notice in the case on November 17, 2017, requesting service on its authorized agent: Theron S. Covey, Esq., Robertson, Anschutz & Schneid, P.L., 6409 Congress Ave., Suite 100, Boca Raton, FL 33487, (tcovey@rasflaw.com). Mr. Covey has provided an alternate mailing address for his firm of 7676 Hazard Center Drive, Suite 500, San Diego, CA 92108. He is a registered electronic filer and receives Notices of Electronic Filing in the case. The Property is subject to various interests in favor of the City of Eureka, a municipal corporation, including four abstracts of judgment for various sums. The Liquidating Agent believes she can sell free and clear of these liens or encumbrances, and that, the City of Eureka will consent to the sale and execute those documents as may be necessary to satisfy the title company prior to closing. At the City of Eureka's request, it is possible the Liquidating Agent will request paragraphs in an order authorizing the sale of the Property that removes the City of Eureka's liens only as to the Property and not to other properties encumbered by the liens in favor of the City of Eureka. The Liquidating Agent contemplates that the sale of the Property will free up cash that can be used to address problems that exist in the case, assuming agreement with lienholder City of Eureka. The Liquidating Agent asks an order authorizing her to direct payment from escrow of the following standard expenses: (i) a real estate broker's commission not to exceed 6% of the total sales price, which will be split with the Buyers' broker, if any; and (ii) Standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. The Liquidating Agent asks that the sale provide that the order is effective upon entry and the stay otherwise imposed under Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. About the Squires Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors on April 23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the examiner's counsel. FOX SUBACUTE: Motion vs. Ombudsman Appointment Due Nov. 25 ---------------------------------------------------------- Judge Henry W. Van Eck notes that Fox Subacute At Mechanicsburg, LLC, and its affiliates are healthcare businesses as defined in Sec. 101(27A) of the Bankruptcy Code. In this case, the court may set a deadline for the United States Trustee or other party in interest to file a motion alleging that the appointment of a patient care ombudsman is not necessary. Sua Ponte, Judge Eck has ordered that the deadline to file a 2007.2 Motion is Nov. 25, 2019. A full-text copy of order is available at https://tinyurl.com/r49jbuz from PacerMonitor.com at no charge. About Fox Subacute Fox Subacute At Mechanicsburg, LLC is a skilled nursing facility in PA that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease; and pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg, and Philadelphia, Pennsylvania and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute At Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C., led by Robert E. Chernicoff, is the Debtors' counsel. Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. FRIENDSWOOD COMMERCIAL: Browne Buying Friendswood Propty. for $836K ------------------------------------------------------------------- Friendswood Commercial, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of approximately 2.8 acres of developed commercial land situated in the Friendswood Trails subdivision in the City of Friendswood, Galveston County, Texas, more particularly described as ABST 184 M Sloan Survey TR 15-2, to George W. Browne, MD or his Assigns for $836,352. A hearing on the Motion is set for Dec. 6, 2019 at 9:30 a.m. Objections, if any, must be filed within 21 days after the date the Motion was served. The Debtor acquired the Property for the purposes of developing and constructing a commercial development. The following creditors have valid, perfected liens against the Property: (i) Texas Gulf Bank in the approximate amount of $5.4 million; (ii) Angel Brothers Construction in the approximate amount of $434,744; (iii) Texaclean Services, LLC in the approximate amount of $29,339; and (iv) C-Bar Contractors, Ltd. in the approximate amount of $37,208. The obligation owed to Texas Gulf Bank arose from a financing agreement and is perfected by a deed of trust filed with the Galveston County property records. The Texas Gulf Bank loan is cross-collateralized with real property owned by FT/R, LLC, an entity with a Chapter 11 pending before the Court under Case No. 19-80176. FT/R, LLC has received the Court's consent to sell its property under an Order issued on Sept. 30, 2019. The Texas Gulf Bank lien will be paid in full from the sale of the FT/R, LLC property. The obligation owed to Angel Brothers Construction arose from services rendered by Angel Brothers Construction to the Debtor and FT/R on their respective properties and is secured by a pre-Petition mechanic and materialman’s lien. The secured claim of Angel Brothers Construction will be paid in full from the sale of the FT/R, LLC property. The obligation owed to Texaclean Services, LLC arose from services rendered by Texaclean Services, LLC to the Debtor and FT/R on their respective properties and is secured by a pre-Petition mechanic and materialman's lien. The secured claim of Texaclean Services, LLC will be paid in full from the sale of the FT/R, LLC property. The salient terms of the Contract for Sale are: a. The buyer is George W. Browne, MD. Browne is an individual seeking to construct a commercial medical practice building in the Friendswood, Texas community. To the best of the Debtor's knowledge, Browne is unrelated to the Debtor, its creditors, or any party in interest. b. The Buyer has obtained the required financing for payment of the Purchase Price. The Debtor will receive the Purchase Price in full at closing. c. Browne has deposited $10,000 in earnest money with Excel Title Co.'s Friendswood, Texas office. d. Browne has completed his due diligence and is ready to proceed with closing. e. At closing, the following secured debts will be paid: (i) C-Bar Contractors, Ltd. in the approximate amount of $37,208; and (ii) pro-rated real property ad valorem taxes for the current tax year. The secured claims of Texas Gulf Bank, Angel Brothers Construction, and Texaclean Services, LLC will be paid from the sale of real property pursuant to the Sept. 30, 2019, Order entered in Case No. 19-80176 filed by FT/R, LLC. Though the anticipated closings of the Debtor and FT/R, LLC may occur simultaneously, the sale of the Property contemplated by the Debtor in the case will not close any earlier than the closing of the FT/R, LLC sale. As such, the Debtor anticipates all secured obligations other than C-Bar Contractors, Ltd. and the real property ad valorem taxes will be satisfied in full at the anticipated October 2019, closing on the sale of the real property owned by FT/R, LLC. The Debtor intends to pay the secured obligations of C-Bar Contractors, Ltd. in the approximate amount of $37,208 at the closing of the sale of the Property. At closing, the Debtor also intends to pay its pro-rata portion of the ad valorem tax claims held against the Property. All taxing authorities will retain their respective lien rights against the Property until all such claims are paid. There are approximately $555,541 in general unsecured claims pending against the Estate. The Debtor believes that, in light of the secured obligations satisfied through the FT/R, LLC sale, the Purchase Price will generate sufficient funds to pay all unsecured claims in full. The Debtor believes that the proposed sale of the Property is in the best interest of the Debtor and its creditors as receipt of the Purchase Price will enable the Debtor to pay all creditors in full. While the Debtor anticipates paying the unsecured claims in full, the Motion does not ask authority to pay any unsecured claims at this time. The net proceeds received at closing will be held by the Debtor for distribution to all unsecured creditors through a confirmed Plan of Reorganization. The Debtor believes that granting the Motion is in the best interest of the estate as it permits the estate to realize the maximum value for the Property, coupled with the greatest certainty that the sale will be consummated and all creditors paid in full. A copy of the Contract attached to the Motion is available at https://tinyurl.com/stubckk from PacerMonitor.com free of charge. About Friendswood Commercial Friendswood Commercial, LLC classified its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Friendswood Commercial sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-80177) on June 3, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Jeffrey P. Norman. The Debtor is represented by Waldron & Schneider, L.L.P. FUSION CONNECT: Davis Polk Files Updated List of First Lien Group ----------------------------------------------------------------- In the Chapter 11 cases of Fusion Connect, Inc., et al., the law firm of Davis Polk & Wardwell LLP filed an amended report under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of First Lien Ad Hoc Group that it is representing. In or around April 2019, the First Lien Ad Hoc Group engaged Davis Polk to represent it in connection with a potential restructuring of the Debtors and the Members' holdings under the First Lien Credit Agreement. Davis Polk represents only the First Lien Ad Hoc Group in the Chapter 11 Cases. Davis Polk does not represent or purport to represent any entities other than the First Lien Ad Hoc Group in connection with the Chapter 11 Cases. The Members of the First Lien Ad Hoc Group, collectively, beneficially own or manage $366,778,965.87 in aggregate principal amount of the claims under the First Lien Credit Agreement and $47,777,605.31 in aggregate principal amount of the claims under that certain Superpriority Secured Debtor-In-Possession Credit and Guaranty Agreement, dated as of June 7, 2019. As of Nov. 8, 2019, members of the First Lien Ad Hoc Group and their disclosable economic interests are: (1) Bardin Hill Investment Partners LP 477 Madison Avenue 8th Floor New York, NY 10022 * $31,222,781.18 in aggregate principal amount of the claims under the First Lien Credit Agreement * $5,309,628.03 in aggregate principal amount of the claims under the DIP Credit Agreement (2) CBAM CLO Management, LLC and CBAM Partners, LLC 51 Astor Place 12th Floor New York, NY 10003 * $75,600,545.44 in aggregate principal amount of the claims under the First Lien Credit Agreement * $9,724,328.89 in aggregate principal amount of the claims under the DIP Credit Agreement (3) Ellington CLO Management LLC 53 Forest Avenue Old Greenwich, CT 06870 * $18,803,855.33 in aggregate principal amount of the claims under the First Lien Credit Agreement * $2,418,697.80 in aggregate principal amount of the claims under the DIP Credit Agreement (4) Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309 * $74,156,934.53 in aggregate principal amount of the claims under the First Lien Credit Agreement * $8,844,777.00 in aggregate principal amount of the claims under the DIP Credit Agreement (5) Vector Capital One Market Street Stewart Tower 23rd Floor San Francisco, CA 94105 * $166,994,849.39 in aggregate principal amount of the claims under the First Lien Credit Agreement * $21,480,173.59 in aggregate principal amount of the claims under the DIP Credit Agreement Upon information and belief formed after due inquiry, Davis Polk does not hold any claim against, or interests in, the Debtors or their estates, other than claims for fees and expenses incurred in representing the First Lien Ad Hoc Group. Davis Polk's address is 450 Lexington Avenue, New York, New York 10017. Davis Polk submits this Amended Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Davis Polk's representation of the First Lien Ad Hoc Group. Counsel to the First Lien Ad Hoc Group can be reached at: DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Adam L. Shpeen, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: (212)450-4000 Facsimile: (212)701-5800 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/y1D2ee 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. GARRETT LIMESTONE: Exclusivity Period Extended to Dec. 31 --------------------------------------------------------- Judge Jeffery Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended the period during which Garret Limestone Company, Inc. has the exclusive right to file a plan of reorganization to Dec. 31. Garret has the exclusive right to solicit acceptances of any such plan until Feb. 29, 2020. About Garrett Limestone Co. Garrett Limestone Company, Inc. -- https://www.garrettlimestone.com/ -- specializes in providing homeowners, businesses and institutions with natural limestone and crushed stone. Garrett Limestone Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70352) on June 11, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Jeffery A. Deller. Campbell & Levine, LLC, is the Debtor's bankruptcy counsel. GLOBAL CLOUD: Completes Initial Sale; To Pursue Standalone Plan --------------------------------------------------------------- Global Cloud Xchange ("GCX") on Nov. 8, 2019, disclosed that, after completing the initial phase of its previously announced sale process, the Company has decided that the best way to maximize value and position its businesses for long-term growth and success is through a standalone Plan of Reorganization (the "Plan"). Under the terms of the proposed Plan, which was first announced on 15 September 2019 with support from more than 75% of the Company's lenders, GCX will reduce debt by $150 million, access new working capital and emerge as an independent company backed by the strong ownership of its existing senior secured noteholders. Following its decision to move forward as a standalone company, GCX has terminated the sale process. A hearing to gain the Court's confirmation for the standalone Plan is scheduled for December 4, 2019, and the Company expects to emerge from its Chapter 11 restructuring shortly thereafter. "While we had a responsibility to evaluate all potential opportunities, we at GCX are thrilled to move forward as an independent company supported by a group of existing lenders that believe in our team and the opportunities ahead of us," said Bill Barney, Chairman and CEO of GCX. "We are confident this ownership structure -- and the additional financial strength it provides -- will allow us to continue to honor our commitments to employees, customers and suppliers, build upon our strategic plan and emerge as an even stronger company." Additional information is available via the Company's restructuring website, https://cases.primeclerk.com/gcx. GCX is advised in its restructuring by Lazard, Paul Hastings LLP and FTI Consulting, Inc. About Global Cloud Xchange Global Cloud Xchange (GCX), a subsidiary of India-based Reliance Communications, offers a comprehensive portfolio of solutions customized for carriers, enterprises and new media companies. GCX -- http://www.globalcloudxchange.com/-- owns the world's largest private undersea cable system spanning more than 68,000 route kms which, seamlessly integrated with Reliance Communications' 200,000 route kms of domestic optic fiber backbone, provides a robust Global Service Delivery Platform. With connections to 40 key business markets worldwide spanning Asia, North America, Europe and the Middle East, GCX delivers leading edge next generation Enterprise solutions to more than 160 countries globally across its Cloud Delivery Network. GCX Limited and 15 subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 19-12031) on Sept. 15, 2019, to seek confirmation of a pre-packaged Plan of Reorganization. The Restructuring Support Agreement, and the Plan implementing the same, contemplates (a) a debt-to-equity recapitalization transaction, whereby the Senior Secured Noteholders will receive a pro rata share of (i) 100% of the new equity interests of reorganized GCX and (ii) second lien term loans in an aggregate principal amount of $200 million and (b) a simultaneous "go-shop" process in which the Debtors will solicit bids for the potential sale of all or a portion of their business pursuant to the Plan. The Debtors are estimated to have $1 billion to $10 billion in assets and liabilities, according to the petitions signed by CRO Michael Katzenstein. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as local bankruptcy counsel; PAUL HASTINGS LLP as general bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD & CO., LIMITED, as investment banker. PRIME CLERK LLC is the claims agent. GYPSUM RESOURCES: Asks to Use Rep-Clark Cash Collateral ------------------------------------------------------- Gypsum Resources Materials, LLC, and its debtor-affiliates seek the Bankruptcy Court's approval to use the cash collateral of Rep-Clark, LLC. Moreover, the Debtors propose to add 3,000,000 tons of gypsum reserves to the required additional reserves subject to the negative pledge, as adequate protection for any interest of Rep-Clark in the cash collateral. The additional 3,000,000 tons of gypsum has an aggregate net market value of $19,620,000. The Debtors have sought to recharacterize the transaction with Rep-Clark as a secured financing transaction, rather than a purported sale and lease. Anticipating this possibility of a recharterization of the Rep-Clark transaction, and finding that Rep-Clark has a security interest in the proceeds of the valuable minerals, the Debtors propose to provide the said adequate protection. A copy of the Motion is available at https://is.gd/fkTF3N from PacerMonitor.com free of charge. A hearing on the Motion is set for Dec. 4, 2019 at 9:30 a.m. About Gypsum Resources Materials Gypsum Resources is a privately held company in the gypsum mining business. Based in Las Vegas, Nevada, Gypsum Resources Materials, LLC, and its affiliate Gypsum Resouces, LLC, concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 19-14799) on July 26, 2019. The petitions were signed by James M. Rhodes, president of Truckee Springs Holdings, LLC, manager of Gypsum Resources, LLC. Gypsum Resources Materials was estimated to have $10 million to $50 million in both assets and liabilities and Gypsum Resouces, LLC, was estimated to have $50 million to $100 million in both assets and liabilities as of the bankruptcy filing. Fox Rothschild LLP, led by Brett A. Axelrod, is the Debtors' counsel. Hill Farrer & Burrill LLP, is special counsel. GYPSUM RESOURCES: Rep-Clark Objects to Cash Collateral Motion ------------------------------------------------------------- Rep-Clark, LLC, objects to the motion filed by Gypsum Resources Materials, LLC, and its debtor-affiliates, seeking to use Rep-Clark's cash collateral. "GRM's cash collateral motion fails because GRM never obtained title to the Valuable Minerals once it stopped making royalty payments," says Robert R. Kinas, Esq., counsel to Rep-Clark at Snell & Wilmer L.L.P. Mr. Kinas relates that the Debtors have filed an adversary proceeding to avoid its obligations under the Lease but the adversary lacks a request or claim for injunctive relief from the payment of any obligations associated with the Lease. "Even so, GRM has failed to make post-petition payments due under the Lease," he adds. Accordingly, Rep-Clark asks the Court to prohibit the Debtor from using the cash collateral. A copy of the Objection is available at https://is.gd/vjc8db from PacerMonitor.com free of charge. About Gypsum Resources Materials Gypsum Resources is a privately held company in the gypsum mining business. Based in Las Vegas, Nevada, Gypsum Resources Materials, LLC, and its affiliate Gypsum Resouces, LLC, concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 19-14799) on July 26, 2019. The petitions were signed by James M. Rhodes, president of Truckee Springs Holdings, LLC, manager of Gypsum Resources, LLC. Gypsum Resources Materials was estimated to have $10 million to $50 million in both assets and liabilities and Gypsum Resouces, LLC, was estimated to have $50 million to $100 million in both assets and liabilities as of the bankruptcy filing. Fox Rothschild LLP, led by Brett A. Axelrod, is the Debtors' counsel. Hill Farrer & Burrill LLP, is special counsel. H&L COHEN: Case Summary & 2 Unsecured Creditors ----------------------------------------------- Debtor: H&L Cohen, LLC P.O. Box 3373 Basalt, CO 81621 Business Description: H&L Cohen, LLC is a privately held investment company based in Basalt, Colorado. Chapter 11 Petition Date: November 15, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 19-19898 Judge: Hon. Michael E. Romero Debtor's Counsel: Jenny M.F. Fujii, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: jmf@kutnerlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Howard Cohen, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-19898.pdf HANKEY O'ROURKE: May Use Cash Collateral Thru Jan. 22, 2020 ----------------------------------------------------------- Judge Elizabeth D. Katz authorized Hankey O'Rourke Enterprises LLC to use cash collateral on the same terms and conditions through the conclusion of the hearing on Jan. 22, 2020 at 12:30 p.m. in Springfield, Massachusetts, no objections having been filed. The budget provides for $10,792 in total monthly expenses, a copy of which is available at https://is.gd/URVapb from PacerMonitor.com free of charge. About Hankey O'Rourke Hankey O'Rourke Enterprises LLC, a privately held company in Great Barrington, Mass., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21, 2019. In the petition signed by Juanita O'Rourke, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Elizabeth D. Katz. Shatz, Schwartz & Fentin, P.C. is the Debtor's counsel. HERTZ CORP: S&P Rates $750MM Senior Unsecured Notes Due 2028 'B-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '6' recovery rating to Hertz Corp.'s proposed $750 million senior unsecured notes due 2028. Hertz Corp. is a subsidiary of Hertz Global Holdings Inc. The '6' recovery rating indicates S&P's expectation that lenders would receive negligible (0%-10%; rounded estimate: 0%) recovery of their principal in the event of a payment default. The company will use the proceeds from these notes to redeem a similar amount of its senior secured second-priority notes due 2022. Because of this, S&P is raising its issue-level rating on Hertz's second-lien notes to 'BB-' from 'B+'. The '2' recovery rating is raised from '4', indicating S&P's expectation that lenders would receive substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. S&P's 'B+' issuer credit rating on Hertz reflects its position as one of the largest global car rental companies and the cyclical and price-competitive nature of on-airport car rentals. S&P's ratings also incorporate the relatively stable cash flow that the car rental business generates--even during periods of earnings weakness--and its substantial capital spending requirements, which the company can quickly reduce if industry or economic conditions warrant. Over the past few years, Hertz has experienced multiple operating issues that were caused, in large part, by excess capacity and lower-than-expected residual values upon the sale of its vehicles. However, these issues abated beginning in 2019 and the company's operating performance has begun to improve, which is a trend that S&P expects to continue. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario anticipates a default occurring in 2023 due to a significant disruption of business and leisure travel and a substantial decline in used vehicle values. -- S&P believes that if Hertz were to default a viable business model would remain because of the company's extensive network of locations and strong brand awareness. It also believes that debtholders would achieve the greatest recovery value through reorganization rather than through liquidation. In addition, S&P would not expect Hertz's international operations to be included in the reorganization. -- S&P valued the company on a discrete asset basis as a going concern using current book values as reported and fair market values of appraised assets including intangibles. S&P's valuations reflect its estimate of the value of the various assets at emergence from an assumed reorganization and assume that the 2022 secured second-lien notes are partly repaid with the proceeds of this new unsecured note offering. Simplified waterfall -- Net enterprise value (after 3% admin. costs): $17,119 million -- Valuation split (U.S./international): 82%/18% -- Value available to first-lien (non-vehicle) debt claims (collateral): $1,378 million -- Secured (non-vehicle) first-lien debt claims: $969 million -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to second-lien debt claims (collateral): $409 million -- Secured second-lien claims: $519 million --Recovery expectations: 70%-90% (rounded estimate: 75%) -- Value available to unsecured European debt claims (collateral): $1,097 million -- Senior unsecured note claims: $810 million -- Recovery expectations: 70%-90% (rounded estimate: capped at 85%) -- Total value available to unsecured U.S. claims: $101 million -- Senior unsecured debt/pari passu unsecured claims: $2,707 million/$110 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Other valuation assumptions include LIBOR of 250 basis points at default and an 85% draw on the cash flow revolving credit facility. HIGH BRASS FARM: Seeks to Extend Exclusivity Period to Feb. 3 ------------------------------------------------------------- High Brass Farm Land Holdings LLC asked the U.S. Bankruptcy Court for the District of New Jersey to extend the exclusivity period to file its Chapter 11 plan to Feb. 3, 2020, and the period to solicit acceptances to April 3, 2020. High Brass Farm is contemplating a sale of its farm in Pittstown, N.J., in order to fund a liquidating plan. However, a neighboring business, Sky Manor Airport Partners LLC, has claimed that the company can no longer use an easement that grants the company ingress and egress to the farm, effecting a cloud on title that impairs the marketability of the property. In addition, High Brass Farm's title insurance company has failed to provide coverage for its dispute with Sky Manor. High Brass Farm commenced pre-bankruptcy litigation to resolve the easement issue with Sky Manor and title company, which was removed to the bankruptcy court as Adversary Proceeding No. 19-ap-2093. The court ordered the issues raised in the adversary case be mediated. High Brass Farm believes the court-ordered mediation is the best chance for a resolution but it is scheduled to take place on or after the expiration of the exclusivity period. The mediation is currently scheduled for Dec. 3 and 4. About High Brass Farm Land Holdings High Brass Farm Land Holdings LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). High Brass Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-25217) on Aug. 6, 2019. In the petition signed by its member, Michael J. Merbler, the Debtor disclosed assets ranging from $1 million to $10 million and liabilities of the same range. The Debtor is represented by Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP. Judge Michael B. Kaplan has been assigned to the case. HNY ENTERTAINMENT: Seeks to Hire Prevas and Prevas as Counsel ------------------------------------------------------------- HNY Entertainment, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Prevas and Prevas as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its duties under the bankruptcy Code; b. represent the Debtor in defense of any proceedings to dismiss petition, reclaim property or obtain relief from the automatic stay under Section 362(a) of the Bankruptcy Code; c. prepare legal papers and appear on the Debtor's behalf in proceedings instituted by or against it; d. assist in the preparation of schedules of assets and liabilities and statements of financial affairs; and e. assist in the preparation of a plan of reorganization and a disclosure statement. Stephen Prevas, Esq., at Prevas and Prevas, assures the court that he does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Stephen L. Prevas, Esq. Prevas and Prevas American Building, Suite 702 231 East Baltimore Street Baltimore, MD 21202 Phone: 410-752-2340 Fax: 410-332-0474 Email: prevasandprevas@verizon.net About HNY Entertainment LLC HNY Entertainment, LLC filed a voluntary petition under Chapter 11 of Bankruptcy Code (Bankr. D. Md. Case No. 19-24974) on Nov. 8, 2019, listing under $1 million in both assets and liabilities. Stephen L. Prevas, Esq., at Prevas and Prevas is the Debtor's counsel. HOLCOMB ACQUISITIONS: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------------- Holcomb Acquisitions, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to use cash collateral in the ordinary course of its business. The Debtor currently owes approximately $127,353 to the North Carolina Department of Revenue. The NCDOR holds a properly perfected first-priority security interest in the Debtor's accounts and inventory, among other things. The Debtor was making payments in the amount of $5,000 per month to NCDOR, prepetition, pursuant to an Installment Agreement. The NCDOR will be adequately protected by continuing to allow it to maintain a security interest in the property which was held prepetition having the same priority and rights in the collateral as it had prepetition to the including postpetition account and inventory. The Debtor proposes to pay the NCDOR monthly adequate protection payments in the amount of $2,521.74 per month beginning on Dec. 1, 2019. CT Corporation System, as representative holds a properly perfected second-priority security interest in the Debtor's accounts, inventory, equipment, machinery, and accounts receivable and other general intangibles pursuant to a Future Receivables Factoring Agreement. CT Corp is a representative or servicer of Strategic Fund Corporation. The balance owed to Strategic Funding is $99,291.95. CT Corp will be adequately protected by continuing to allow it to maintain a security interest in the property which was held prepetition having the same priority and rights in the collateral as it had prepetition to the including postpetition account and inventory. The Debtor proposes to pay CT Corp monthly adequate protection payments in the amount of $1,966.10 per month beginning on Dec. 1, 2019. A copy of the Motion is available for free at https://tinyurl.com/sqeqazs from Pacermonitor.com About Holcomb Acquisitions Holcomb Acquisitions, Inc., which operates under the name Toys & Co., is a retailer of toys, games, hobby, and craft kits. Holcomb sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-11233) on Nov. 7, 2019. In the petition signed by its secretary, Marcus Holcomb, the Debtor disclosed a total of $223,359 in assets and $2,372,587 in debt. Samantha K. Brumbaugh, Esq. at IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP, is the Debtor's counsel. HORIZON GLOBAL: Names Matthew Pollick as Chief Operating Officer ---------------------------------------------------------------- Horizon Global Corporation's Board of Directors appointed Matthew Pollick as chief operating officer. Terry Gohl, Horizon Global's chief executive officer, stated, "We are pleased to announce Matt as Horizon Global's Chief Operating Officer. Matt is a proven leader with broad automotive industry experience, as well as significant operational, engineering and plant management expertise. We are excited to welcome a leader of Matt's caliber to the team and we look forward to his immediate impact on the business." John Kennedy, Horizon Global's Board Chair remarked, "As a Company, we are committed to attracting and retaining top-level talent. We expect Matt's addition to the team to accelerate our many business improvement initiatives in both our Americas and Europe-Africa business segments." Kennedy added, "We remain focused on delivering best-in-class towing and trailering solutions to our customers and maximizing long-term value for the benefit of our shareholders, our employees and all of our stakeholders." Prior to joining Horizon Global, Pollick served as executive vice president of Industrial Management for Gestamp North America, a company dedicated to the design, development and manufacture of metal automotive components, from September 2016 to November 2019. During his tenure at Gestamp, Matt opened five new plants and supported the launch of over $1B in annual new business for Gestamp. From April 2014 to September 2016, as General Manager of Bowling Green Metalforming, a subsidiary of Magna International, a leading global automotive mobility technology and automotive parts supplier, Matt implemented cost savings through material utilization (MUDD) improvements and reduced working capital through inventory reductions by optimizing operational processes. Prior to joining Magna, from April 2002 to April 2014, Matt held roles of increasing responsibility at Tower International, a leading manufacturer of engineered automotive structural metal components and assemblies, ultimately serving as its Director of Operations. In connection with his appointment as vice president and chief operating officer, Mr. Pollick will (i) receive an annual base salary of $365,000, (ii) be eligible to receive an annual short-term cash incentive award based on the performance of the Company, which is targeted at 70% of base salary for 2020, (iii) be eligible to receive an annual long-term incentive award under the Company's Amended and Restated 2015 Equity and Incentive Compensation Plan, which has a target value of 75% of base salary for 2020, (iv) receive a one-time signing grant award consisting of 25,000 service-based restricted stock units, subject to the terms and conditions of the award agreement and the A&R EICP, with the RSUs vesting in full on the first anniversary of the date of grant, (v) receive a cash sign-on bonus of $50,000 and (vi) be a Tier II participant in the Company's Executive Severance/Change of Control Policy. In addition, Mr. Pollick will generally be eligible to participate in all other employee benefit plans and compensation programs that the Company maintains for its salaried employees and executive officers. About Horizon Global Horizon Global -- http://www.horizonglobal.com/-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves the automotive aftermarket, retail and original equipment manufacturers ("OEMs") and servicers ("OESs") (collectively "OEs") channels. Horizon Global reported net losses of $204.9 million in 2018, $4.77 million in 2017, and $12.66 million in 2016. As of June 30, 2019, the Company had $604.74 million in total assets, $693.06 million in total liabilities, and a total shareholders' deficit of $88.32 million. * * * As reported by the TCR on June 18, 2019, Moody's Investors Service downgraded Horizon Global Corporation's Corporate Family Rating to C from Caa3. The downgrade reflects Moody's expectations that modest earnings improvement will not be sufficient to reduce leverage to a sustainable level and that the sale of the Asia-Pacific segment will, while reducing secured leverage, increase total leverage and create greater reliance on a quick turnaround in the more weakly performing U.S. and European operations to diminish restructuring risk. In March 2019, S&P affirmed its 'CCC' issuer credit rating on the Company and its 'CCC' issue-level rating on its first-lien debt. S&P took the rating actions after Horizon issued an incremental $51 million term loan (unrated) and amended its covenants. In August 2019, S&P Global Ratings revised its outlook on Horizon Global Corp. to developing following the company's announcement that it has reached a definitive agreement to sell its Asia-Pacific segment and use the proceeds to repay debt. HORIZON GLOBAL: Posts $145.5 Million Net Income in Third Quarter ---------------------------------------------------------------- Horizon Global Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income attributable to the Company of $145.51 million on $177.85 million of net sales for the three months ended Sept. 30, 2019, compared to a net loss attributable to the Company of $32.76 million on $194.03 million of net sales for the same period during the prior year. For the nine months ended Sept. 30, 2019, compared to net income attributable to the Company of $112.33 million on $548.17 million of net sales compared to a net loss attributable to the Company of $157.20 million on $576.25 million of net sales for the nine months ended Sept. 30, 2018. As of Sept. 30, 2019, Horizon Global had $466 million in total assets, $427.25 million in total liabilities, and $38.75 million in total shareholders' equity. CEO's Statement "I am encouraged by the strength of our brands, the ongoing support of our customers, and the opportunity to return this proud company to the leadership position it deserves," commented Terry Gohl, newly appointed president and chief executive officer of Horizon Global. "Over the past six weeks, since being tapped to lead Horizon Global, I have toured our primary manufacturing operations in Mexico and Europe. I have met with our teams in each of these geographies and assessed our operating position and associated challenges. Based on this early assessment, we identified actions that we believe will accelerate improvements in quality and time-to-market, and which we expect to result in improved margins and cash flow in the coming quarters." Gohl continued, "We faced significant headwinds in our Americas operations during the third quarter, with operational and execution issues negatively impacting our ability to fill orders in the aftermarket, retail and industrial channels, resulting in lost sales, while the impact of tariffs and higher manufacturing costs impacted profitability, all while our Europe-Africa operations reported slightly higher sales and increased margins over the prior-year comparable period, with the increase in margin primarily due to a favorable commercial settlement of a potential product liability claim. There is no doubt that everyone around the globe is disappointed with our results, and there is an equal amount of passion to make certain we improve them." Gohl added, "With the sale of our Asia-Pacific business segment ("APAC") and the resulting debt paydown, covenant relief, additional liquidity and annual debt service savings, we are able to focus our time, attention, energy and newly acquired talent on improving the operating profiles of both our Americas and Europe-Africa operations. Without the tireless efforts of the teams on both sides of the pond, we would not have this unique opportunity. On behalf of Horizon Global's remaining 4,000 employees, I want to personally thank everyone involved." Gohl continued, "While our team has significant work ahead of us, we are confident in our ability to address what we see and whatever else might come forward. In a very short period of time, we have defined key areas where we can accelerate improvement, including those impacting customer service and satisfaction. We see significant opportunities for both revenue growth and cost improvement. We have deployed both internal and external resources to address the most critical and significant items faster and are recognizing targeted early results. The organization is being reshaped to better serve the market. Since joining, I have hired a Chief Operating Officer and a global purchasing lead and will continue hiring top talent throughout the organization at all levels until we are at full strength." In closing, Gohl stated, "Our focus and commitment is to provide innovative products with superior engineering to our customers on time, every time. We look forward to regaining our customers' confidence and are optimistic they will again recognize Horizon Global and our market leading brands as their supplier of choice." 2019 Third Quarter Segment Results Horizon Americas. Net sales decreased $19.3 million, or 16.7%, to $96.2 million. Net sales in the aftermarket, retail and industrial channels were $18.1 million lower than the prior-year comparable period, while e-commerce net sales were down $1.7 million. These decreases were partially offset by OE net sales, which increased $1.0 million. Gross profit decreased $10.5 million, primarily due to the decrease in net sales and unfavorable material input costs as a result of the impact of tariffs and higher freight costs, unfavorable manufacturing costs and higher scrap costs. Horizon Americas generated an operating loss of $2.2 million, representing a decrease of $9.5 million from the prior-year comparable period. Commensurately, Adjusted EBITDA(2) decreased to $0.6 million for the quarter, as compared to $14.2 million during the prior-year comparable period. Horizon Europe-Africa. Net sales increased $3.1 million, or 4.0%, to $81.6 million due primarily to increased net sales in the Automotive OEM and OES channels. Europe-Africa net sales continued to be impacted by unfavorable foreign currency translation, while net sales on a constant currency basis increased $7.0 million, or 8.9%. Gross profit increased $4.3 million, primarily due to a favorable expense recovery related to the settlement of a potential product liability claim. Operating profit for the quarter was $1.7 million, which represented a $33.1 million improvement over the prior-year comparable period. Results for the third quarter of 2018 included a goodwill impairment charge of $26.6 million. Adjusted EBITDA was $0.7 million for the quarter, an increase of $0.8 million over the prior-year comparable period. Discontinued Operations. On Sept. 19, 2019, the Company completed the sale of APAC for $209.6 million in net cash proceeds after payment of debt and transaction costs associated with operations and the transaction. The Company classified APAC assets and liabilities as held-for-sale as of Dec. 31, 2018, and classified APAC's operating results and the gain on sale as discontinued operations. Balance Sheet and Liquidity. Gross debt decreased $149.3 million to $239.2 million from the prior-year comparable period. Total liquidity, which includes borrowing availability under the ABL and cash on-hand, was $60.9 million, down $6.8 million as compared to the prior-year comparable period. Covenant and Liquidity Matters The ABL Facility matures on June 30, 2020, and as of Sept. 30, 2019, had an outstanding balance of $19.7 million. The Company believes it has sufficient liquidity to operate its business. However, today the Company does not have the cash or liquidity to pay off the ABL Facility at maturity. If the Company cannot generate sufficient cash from operations to make the aforementioned payment at maturity, or enter into new or additional financing arrangements, it may result in an event of default because of the inability to meet all of its obligations under its credit agreements. Such a default, if not cured, would allow the lenders to accelerate the maturity of the debt, making it due and payable at that time, which would result in a cross default of other debt obligations. The Company is in compliance with all of its financial covenants as of Sept. 30, 2019. Cash Flows - Operating Activities Net cash used for operating activities during 3Q19 YTD and 3Q18 YTD was $65.8 million, and $74.5 million, respectively. During 3Q19 YTD, the Company used $44.7 million in cash flows, based on the reported net loss of $78.0 million and after considering the effects of non-cash items related to gains and losses on dispositions of property and equipment, depreciation, amortization of intangible assets, write off of operating lease assets, stock compensation, changes in deferred income taxes, amortization of original issuance discount and debt issuance costs, paid-in-kind interest, and other, net. During 3Q18 YTD, the Company used $21.9 million in cash flows, based on the reported net loss of $167.6 million and after considering the effects of similar non-cash items and goodwill impairment. Changes in operating assets and liabilities used $21.1 million and $52.6 million of cash during 3Q19 YTD and 3Q18 YTD, respectively. Increases in accounts receivable resulted in a net use of cash of $4.7 million and $32.0 million during 3Q19 YTD and 3Q18 YTD, respectively. The increase in accounts receivable for both periods is a result of the higher sales activity during the second and third quarter compared to the fourth quarter due to the seasonality of the business. Changes in inventory resulted in a source of cash of $1.9 million during 3Q19 YTD and source of cash of approximately $5.6 million during 3Q18 YTD. The decrease in inventory during 3Q19 YTD was due to softening of demand at the start of the typically strong selling season. The decrease in inventory during 3Q18 YTD was due to the seasonality of the Company's business. Changes in accounts payable and accrued liabilities resulted in a use of cash of $15.6 million during 3Q19 YTD and a use of cash of $27.5 million during 3Q18 YTD. The use of cash for 3Q19 YTD compared to the use of cash during 3Q18 YTD is primarily related to the timing of purchases and vendor payments within the quarter. Cash Flows - Investing Activities Net cash provided by investing activities during 3Q19 YTD was $207.6 million and net cash used for investing activities was $9.9 million during 3Q18 YTD. During 3Q19 YTD, net proceeds from the sale of APAC was $209.6 million, and net proceeds from the sale of certain non-automotive business assets were $5.0 million. 3Q19 YTD saw lower capital expenditure needs as compared to $9.7 million incurred during 3Q18 YTD for growth, capacity and productivity-related projects, primarily within the Westfalia group. Cash Flows - Financing Activities Net cash used for financing activities was approximately $163.7 million and net cash provided by financing activities was $74.4 million during the 3Q19 YTD and 3Q18 YTD, respectively. During 3Q19 YTD, net proceeds from borrowings on the Company's Second Lien Term Loan were $35.5 million, net of issuance costs; net repayments on the Company's ABL Facility totaled $43.7 million, while the Company used cash of $173.4 million for repayments and debt issuance and transaction costs to amend its First Lien Term Loan. During 3Q18 YTD, net borrowings from its ABL Facility totaled $37.6 million. During 3Q18 YTD, the Company used cash of approximately $6.5 million for repayments on its First Lien Term Loan. A full-text copy of the Form 10-Q is available for free at: https://is.gd/SDqu7i About Horizon Global Horizon Global -- http://www.horizonglobal.com/-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves the automotive aftermarket, retail and original equipment manufacturers ("OEMs") and servicers ("OESs") (collectively "OEs") channels. Horizon Global reported net losses of $204.9 million in 2018, $4.77 million in 2017, and $12.66 million in 2016. As of June 30, 2019, the Company had $604.74 million in total assets, $693.06 million in total liabilities, and a total shareholders' deficit of $88.32 million. * * * As reported by the TCR on June 18, 2019, Moody's Investors Service downgraded Horizon Global Corporation's Corporate Family Rating to C from Caa3. The downgrade reflects Moody's expectations that modest earnings improvement will not be sufficient to reduce leverage to a sustainable level and that the sale of the Asia-Pacific segment will, while reducing secured leverage, increase total leverage and create greater reliance on a quick turnaround in the more weakly performing U.S. and European operations to diminish restructuring risk. In March 2019, S&P affirmed its 'CCC' issuer credit rating on the Company and its 'CCC' issue-level rating on its first-lien debt. S&P took the rating actions after Horizon issued an incremental $51 million term loan (unrated) and amended its covenants. In August 2019, S&P Global Ratings revised its outlook on Horizon Global Corp. to developing following the company's announcement that it has reached a definitive agreement to sell its Asia-Pacific segment and use the proceeds to repay debt. HOSPITAL ACQUISITION: Selling Lifecare's Equity Interests for $350K ------------------------------------------------------------------- Hospital Acquisition, LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize LifeCare Holdings, LLC ("LCH")'s private sale of the equity interests of LifeCare Home Health Acquisition, LLC ("Home Health Holdings") to White Oak Healthcare Finance, LLC for $350,000. Home Health Holdings and its subsidiaries own and operate home health care agencies with locations in Texas, Florida and Nevada. Debtor LCH owns 100% of the equity interests of Home Health Holdings. Neither Home Health Holdings nor any of its subsidiaries are Debtors in these chapter 11 cases. The Debtors and their professionals conducted an extensive pre- and post-petition marketing process in connection with the sale of the Debtors' assets, including the equity interests of Home Health Holdings. In March 2019, Houlihan began contacting strategic partners and financial buyers regarding an investment in or the acquisition of some or all of the Debtors' Assets. An affiliate of the Buyer is the direct lender to Home Health Holdings and its subsidiaries. That loan is in excess of $20 million and has been in default for a number of months. The offers received by the Debtors were either insufficient to repay the direct loans to Home Health (leaving no value for Home Health Holdings equity) or were structured in a manner that could not be consummated. Thereafter, the Debtors pursued discussions with the Buyer regarding the terms of a potential sale of the equity interests of Home Health Holdings. Those discussions culminated in an agreement on the terms and conditions set forth in the Home Health Term Sheet, dated as of Nov. 4, 2019. The Debtors have also engaged in discussions with their key creditor constituencies regarding the terms of the sale of the equity interests of Home Health Holdings to the Buyer. As result of those discussions, the Debtors' prepetition term facility lenders and the Committee have indicated that they are supportive of the sale of the equity interests of Home Health Holdings to the Buyer on the terms and conditions set forth in the Home Health Term Sheet. In particular, the Debtors' prepetition term facility lenders will release, or be deemed to have released whatever lien, claim or security interest they may have in the equity interest of Home Health Holdings and/or the Business, with such liens, claims and security interests attaching to the proceeds of the Sale. The Buyer has agreed to purchase equity interests of Home Health Holdings for $350,000, free and clear of all liens, claims, encumbrances and other interests. Consummation of the Sale is subject to the fulfillment of certain conditions set forth in the Home Health Term Sheet. The Debtors are asking approval of a private sale without a second auction process. The Debtors' decision to sell the equity interests of Home Health Holdings in accordance with the Home Health Term Sheet and the Definitive Agreement is based upon an exercise of their sound business judgment. Based on the Debtors' marketing process, the Debtors believe that the Purchase Price is fair and reasonable and represents the highest and best offer for the equity interests of Home Health Holdings. In addition, the Debtors' agreement to the release provisions contained in the Home Health Term Sheet constitutes an exercise of their sound business judgment. Absent the Sale, the Debtors anticipate that any alternative transaction involving their home health business would be less favorable to their estates. The Debtors want to close the Sale as promptly as possible to preserve and maximize the recovery thereunder and to minimize any further costs associated with respect to their home health business and the sale of such assets. The natural cut-off from their perspective and the Buyer's is to close at month end. Accordingly, the Debtors ask that any order approving the Sale be effective immediately by waiving any stay pursuant to Bankruptcy Rule 6004. A copy of the Term Sheet attached to the Motion is available for free at https://tinyurl.com/rzf6m9l from PacerMonitor.com free of charge. About Hospital Acquisition Headquartered in Plano, Texas, and founded in 1992, Hospital Acquisition LLC and its affiliates are operators of long-term acute care hospitals. Hospital Acquisition LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10998) on May 6, 2019. The petition was signed by James Murray, chief executive officer and manager. The Debtor had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP and Young Conaway Stargatt & Taylor, LLP as counsel; Houlihan Lokey, Inc. as financial advisor; BRG Capital Advisors LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. HOULIHAN'S RESTAURANTS: Files Chapter 11 With Landry's Deal ----------------------------------------------------------- Houlihan's Restaurants, Inc., a restaurant company that has developed, owns and franchises several award-winning concepts from fine dining to upscale casual, on Nov. 14, 2019, disclosed that it has executed an Asset Purchase Agreement (the "Agreement") with Landry's, serving as Stalking Horse Bidder to acquire substantially all of the Company's assets, subject to higher or otherwise better offers. To facilitate the sale, HRI has initiated proceedings under chapter 11 of the U.S. Bankruptcy Code in the District of Delaware (the "Court"). To support operations during the proceedings through the closing of the sale, the Company has received new financing commitments that will provide sufficient liquidity to fund the business. Franchise Restaurants will continue to operate independently and are not included in the sale or chapter 11. "We expect the process to be seamless for our guests, team members and vendors and look forward to continuing to provide our guests with the same great experience they expect when they dine with us," said Mike Archer, chief executive officer, HRI, Inc. "Our brands continue to outperform competitors in sales and traffic and our profitability is improving across the Company. This transaction provides us the opportunity to advance these successes and focus on our growth going forward," added Mr. Archer. The sale transaction will be executed through an open, court-supervised sale process designed to maximize value for all stakeholders. The Company is seeking to have the process move swiftly, with the sale expected to close before year end 2019. Court filings as well as other information related to the restructuring are available at http://www.kccllc.net/HRIor call 877-725-7530 (U.S./Canada) or 424-236-7240 (International). The Company is advised by the law firm of Landis Rath & Cobb LLP, M-III Partners, LP as financial advisor and Piper Jaffray as the Company's investment banker. IMPORT SPECIALTIES: Charter Bank Objects to Cash Collateral Motion ------------------------------------------------------------------ Charter Bank, lender to Import Specialties Incorporated, objected to the Debtor's motion to use cash collateral, complaining that although the Debtor's expense projections include line items for legal and consulting fees, the motion does not request authority to use cash collateral to pay professional fees. The Bank continues at this time to demand adequate protection of its interests and opposes any use of cash collateral for purposes of paying professionals in this case. The Bank seeks that: (a) the proposed order submitted by the Debtor with the Amended Motion needs to be tweaked to make it clear that the Debtor is not authorized to use cash collateral for purposes of paying professional fees; and (b) the Court condition the Debtor's use of cash collateral on a demonstration of significant progress toward efforts to close on a sale of its business and assets. The Debtor estimates its secured debt to Charter Bank at $3,076,000. A copy of the Objection is available at https://is.gd/dHpfSW from PacerMonitor.com free of charge. About Import Specialties Import Specialties Incorporated, d/b/a Heartland America, is a privately held company in Chaska, Minnesota that sells products using television, catalog, internet, and mail-order. Import Specialties filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 19-42563) on Aug. 22, 2019. In the petition signed by CEO Mark R. Platt, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case has been assigned to Judge Kathleen H. Sanberg. John D. Lamey, III, Esq. at Lamey Law Firm, P.A., is the Debtor's counsel. The U.S. Trustee for Region 12 on Sept. 5, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Barnes & Thornburg LLP, as counsel. IMPORT SPECIALTIES: Seeks to Use Cash Collateral Thru Jan. 5, 2020 ------------------------------------------------------------------ Import Specialties Incorporated asked the Bankruptcy Court to authorize use of cash collateral for the period from Nov. 3, 2019 through Jan. 5, 2020 to pay ordinary and necessary business and administrative expenses based on the budget. The budget provides for $482, 472 in total disbursements for the week ending Nov. 3, 2019, including $155,000 for payroll, a copy of which is available at https://is.gd/qws6bZ from PacerMonitor.com free of charge. As adequate protection, the Debtor proposes to grant Charter Bank replacement liens in post-petition inventory, accounts, equipment, and general intangibles and cash and proceeds therefrom to the extent of the Debtor's use of cash collateral. The Debtor also proposes to pay Charter Bank monthly adequate protection payments for $20,000, beginning in November 2019, and continuing each month hereafter unless later changed by a Court order. A hearing on the motion will be held on Nov. 20, 2019, at 10:30 a.m. Objections deadline is on Nov. 15, 2019. About Import Specialties Import Specialties Incorporated, d/b/a Heartland America, is a privately held company in Chaska, Minnesota that sells products using television, catalog, internet, and mail-order. Import Specialties filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 19-42563) on Aug. 22, 2019. In the petition signed by CEO Mark R. Platt, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case has been assigned to Judge Kathleen H. Sanberg. John D. Lamey, III, Esq. at Lamey Law Firm, P.A., is the Debtor's counsel. The U.S. Trustee for Region 12 on Sept. 5, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Barnes & Thornburg LLP, as counsel. IPC CORP: S&P Cuts ICR to SD After Second-Lien Term Loan Amendment ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on global trading communication systems, compliance solutions, and network services provider IPC Corp. to 'SD' (selective default) from 'CC' and the issue-level rating on its second-lien debt to 'D' from 'CC'. S&P removed the ratings from CreditWatch, where it had placed them with negative implications on July 3, 2019. The downgrade follows IPC's executed amendment with its lender group that will allow $166 million of the $316 million (outstanding) second-lien term loan to pay in kind (PIK). In exchange, second-lien lenders receive a 17.5% equity stake in the company and an additional 200 basis points of interest on the $166 million when the loans mature. The $150 million outstanding will continue to pay cash interest at L+950 with second-lien lenders participating in both the PIK and cash components on a pro rata basis. J-H-J INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: J-H-J, Inc. 5910 Airline Highway Baton Rouge, LA 70805 Business Description: JHJ is a Louisiana corporation, formed in 1984 for the purpose of owning and operating retail grocery stores in the Baton Rouge metropolitan area. Currently, JHJ owns and operates two such stores. Beginning in 1998, the remaining Debtors were formed by certain shareholders of JHJ for purposes of operating retail grocery stores in various locations in southern Louisiana. Collectively, the Debtors currently own and operate 12 grocery stores under the names Piggly Wiggly or Shoppers Value. All general administrative duties for the Debtors are handled by JHJ. Chapter 11 Petition Date: November 15, 2019 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Nine affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- J-H-J, Inc. 19-51367 Lafayette Piggly Wiggly, L.L.C. 19-51366 T. H. G. Enterprises, L.L.C. 19-51368 SVFoods Old Hammond, LLC 19-51369 SVFoods Jefferson, LLC 19-51370 T & S Markets, LLC 19-51371 TSD Markets, LLC 19-51372 Baker Piggly Wiggly, LLC 19-51373 BR Pig, LLC 19-51374 Judge: Hon. John W. Kolwe Debtors' Counsel: William E. Steffes, Esq. Barbara B. Parsons, Esq. THE STEFFES FIRM, LLC 13702 Coursey Boulevard Building 3 Baton Rouge, Louisiana 70817 Tel: (225) 751-1751 Fax: (225) 751-1998 E-mail: bparsons@steffeslaw.com bsteffes@steffeslaw.com J-H-J, Inc.'s Estimated Assets: $10 million to $50 million J-H-J, Inc.'s Estimated Liabilities: $10 million to $50 million The petition was signed by Garnett C. Jones, Jr., president. A full-text copy of J-H-J, Inc.'s petition is available for free at: http://bankrupt.com/misc/lawb19-51367.pdf List of J-H-J, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Alta Supply $36,170 1750 South Lane, Suite 3 Mandeville, LA 70471 2. Bergeron Pecans $4,239 10003 False River Road New Roads, LA 70760 3. Bimbo Bakeries $31,356 Lockbox 846243 Dallas, TX 75284 4. Briggs Equipment $1,073 Lockbox 841272 Dallas, TX 75284-1272 5. Coca Cola $108,188 PO Box 105637 Atlanta, GA 30348-5637 6. Cochran Scales, Inc. $1,563 3210 NE Evangeline Thruway Lafayette, LA 70507 7. Dumac $10,401 1001 N. 11th Street, Suite C Monroe, LA 71201 8. IberiaBank SBA Loan $3,348,955 200 W. Congress St. Lafayette, LA 70501 9. Jones Signs, LLC $1,231 8339 Florida Boulevard Denham Springs, LA 70726 10. Kik International, LLC $9,522 Dept, Ch 14106 Palatine, IL 60055-1406 11. Manda $61,813 PO Box 3374 Baton Rouge, LA 70821 12. Maruchan, Inc. $16,141 PO Box 31001-1614 Pasadena, CA 91110-1614 13. MSI Inventory Service Inventory $2,912 PO Box 320129 Services Flowood, MS 39232-0129 14. Ocean Select $53,887 1019 Nina Highway Breaux Bridge, LA 70517 15. Rivers Security $7,280 20088 Hwy 16 Amite, LA 70422 16. Roberson $18,300 315 Industrial Parkway Drive Bogalusa, LA 70427 17. Scariano Brothers $152,809 11052 Scariano Lane Hammond, LA 70403 18. Shop to Cook $2,956 190 Lawrence Bell Drive, Suie 100 Buffalo, NY 14221 19. Simple Signman $2,462 6602 Executive Park Court Suite 201 Jacksonville, FL 32216 20. Stoplift $3,960 186 Alewife Brook Parkway 300 Cambridge, MA 02138-1104 JANETTE COCKRUM: Hodges Buying Mountain Home Property for $151K --------------------------------------------------------------- Janette Marie Cockrum asks the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the sale of the residential property located at 69 Shoreline, Drive, Mountain Home, Baxter County, Arkansas to Gregory Hodges for $151,000. Objections, if any, must be filed within 21 days from the date of mailing of the Motion. At the time of filing the Petition, the Debtor owned the Property. Baxter County, Arkansas has a first priority lien in the approximate amount of $324 for property taxes. The State Land Commissioner has a first priority lien in the approximate amount of $4,271 for unpaid property taxes. First Security Bank has a second priority lien on the property in the approximate amount of $79,435 pursuant to a mortgage filed for record in the office of the Circuit Clerk of Baxter County, Arkansas on Aug. 9, 2011 as instrument number 6351-2011. First Security Bank has a second priority lien on the property in the approximate amount of $25,275 pursuant to a mortgage filed for record in the office of the Circuit Clerk of Baxter County, Arkansas on June 20, 2011 as instrument number 4935-2011. The Debtor has provisionally accepted an offer to purchase the property from the Buyer for $151,000 pursuant to a Real Estate Contract. The Internal Revenue Service may claim an interest in the property pursuant to federal tax liens in the amount of $220,315 filed in Baxter County, Arkansas. The Internal Revenue Service has amended its claim to remove that claim and is in the process of withdrawing its liens of record. Arkansas Department of Finance and Administration may claim an interest in the property pursuant to state tax liens in the amount of $354,582 filed in Baxter County, Arkansas. Arkansas Department of Finance and Administration has amended its claim to remove that claim and is in the process of withdrawing its liens of record. The Debtor proposes that proceeds of the sale of the property after payment of real estate commissions, closing fees and costs be paid first to the State Land Commissioner and Baxter County, Arkansas and then to First Security Bank as their interests may appear. She proposes that $5,900 be paid to Mel Redman at closing to repay the cost of a HVAC repair. The Debtor believes all parties interested in the estate will benefit from the relief requested. She makes the Motion in good faith. The sale will be free and clear of liens and other encumbrances with the liens of the existing creditors transferring to the proceeds as their interest may appear. A copy of the Contract attached to the Motion is available at https://tinyurl.com/wxoh8s9 from PacerMonitor.com free of charge. Janette Marie Cockrum sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 18-73275) on Dec. 11, 2018. The Debtor tapped David G. Nixon, Esq., at Nixon Law Firm as counsel. JCM INSURANCE: Unsecured Creditors to Recover 8% in Plan -------------------------------------------------------- JCM INSURANCE, INC., has a Plan of Reorganization which provides that general unsecured creditors in Class 4, will receive an estimated distribution of 8% of their allowed claims, to be distributed as follows: $150 per month pro rata distribution over 120 months. There is no penalty for pre-payment. Equity holders in Class 5, namely, James Pihl, President - 85%; Edward Pihl, Vice President - 15%, will receive no distribution by way of dividend until all of the creditors are paid in full. Payments and distributions under the Plan will be funded by the income derived from Debtor's insurance brokerage business in Jacksonville, Florida. James Pihl and Edward Pihl will continue to manage the business post-confirmation. A full-text copy of the Disclosure Statement dated November 1, 2019, is available at https://tinyurl.com/y3e53u2s from PacerMonitor.com at no charge. Attorneys for the Debtor: Taylor J. King Law Offices of Mickler & Mickler Florida Bar No. 072049 5452 Arlington Expressway Jacksonville, FL 322211 (904) 725-0822 (904) 725-0855 Facsimile tjking@planlaw.com About JCM Insurance Inc. JCM Insurance, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01691) on May 6, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $500,000. The Debtor is represented by the Law Offices of Mickler & Mickler. JUST FOR YOU: Unsecureds to Recover 8% Under Plan ------------------------------------------------- According to its Second Amended Disclosure Statement, Just For You Coach, Inc., has a Chapter 11 plan that provides that: * Secured creditors in Class 1 -- Bank Independent's $64,031.34. claim in Class 1(a), Bank Independent's $28,528.96 claim in Class 1(b), Bank Independent's $11,803.42 claim in Class 1(c) -- will be paid in monthly installments until paid in full with reduced interest of 5.25% per annum. * Allowed unsecured claims in Class 2 will be paid from 50 percent of the Net Plan Profits of Debtor for three (3) years or until paid in full. The Plan is designed to pay 8% of unsecured claims. * With respect to the equity position of Dwight Conway in Class 3, Mr. Conway shall retain his interest in the Debtor. The cost savings alone provided for by the Plan a net $15,642.33 per year which will be more than sufficient to fund the Plan. A full-text copy of the Second Amended Disclosure Statement dated November 1, 2019, is available at https://tinyurl.com/y3nzuyax from PacerMonitor.com at no charge. Attorney for the Debtor: Stuart M. Maples MAPLES LAW FIRM, PC 200 Clinton Avenue West, Suite 1000 Huntsville, Alabama 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: smaples@mapleslawfirmpc.com About Just For You Coach Just For You Coach, Inc., operates a commercial charter bus company. The company is owned by Dwight Conway. Just For You Coach sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-81116) on April 11, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Clifton R. Jessup Jr. Maples Law Firm, PC, is the Debtor's counsel. LASALLE GROUP: Ombudsman to Visit 3 Locations November ------------------------------------------------------ Susan N. Goodman, the patient care ombudsman appointed in the LaSalle Group, Inc., et al.'s cases, submitted an interim report on Nov. 5, 2019. The PCO was directed to monitor the quality of care and represent resident interests at four locations: 1. West Houston Memory Care, LLC 2. Cinco Ranch Memory Care, LLC 3. Pearland Memory Care, LLC 4. Riverstone Memory Care, LLC Accordingly, PCO submitted four First Interim Reports by location on July 5, 2019 and four Second Interim Reports on Sept. 5, 2019, since the second reporting cycle. The Riverstone location moved under new management and the residents had been removed on Oct. 2, 2019 effective date. Further, PCO visited the West Houston location contemporaneous with area travel on a different case during the interim reporting period. At the time of that visit in late September, supply delivery delays were noted and promptly corrected after reported to counsel, restructuring, and operational contacts. Therefore, the PCO will visit the West Houston, Cinco Ranch, and Pearland locations before the end of November and update the Court with further, site-specific information in third reports. PCO can be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Tel: (520) 744-7061 Fax: (520) 575-4075 E-mail: sgoodman@pivothealthaz.com A full-text copy of PCO Interim Report is available at https://tinyurl.com/twqk92wfrom PacerMonitor.com at no charge. About The LaSalle Group The LaSalle Group, Inc., along with certain of its subsidiaries, designs, develops, builds, and owns interests in memory care assisted living communities designed specifically for people with Alzheimer's and other forms of dementia. The communities operate under the name Autumn Leaves. LaSalle is a holding company for numerous wholly owned, non-debtor subsidiaries and affiliates. It directly and indirectly owns interests in 40 memory care assisted living communities located in Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma, South Carolina, and Wisconsin. LaSalle and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on May 2, 2019. At the time of the filing, the Debtors estimated assets of between $10 million and $50 million and liabilities of the same range. The cases are assigned to Judge Stacey G. Jernigan. The Debtors tapped Crowe & Dunlevy, P.C. as their legal counsel; Haynes and Boone, LLP as special counsel; Karen Nicolaou of Harney Partners Management, LLC as chief restructuring officer; and Donlin, Recano & Company, Inc. as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 3, 2019. The committee is represented by Drinker Biddle & Reath LLP. LEMKCO FLORIDA: Plan Pushes for Spring Hill Redevelopment --------------------------------------------------------- According to its Second Disclosure Statement, LEMKCO FLORIDA, INC., has a Chapter 11 Plan that contemplates the redevelopment of the Spring Hill Golf and Country Club. The Debtor has drafted a proposed redevelopment plan for Spring Hill Golf and CountryClub with the assistance of Civil-Tech Consulting Services, LLC. The redevelopment plan,which is attached to this Disclosure Statement, projects a net revenue of approximately $3,700,000 upon completion of the project. The Debtor's Plan will initially be funded by capital contributions from the Debtor's principal, financing, joint ventures, and third-party investors. Once the Debtor the redevelopment of the Spring Hill Golf and Country Club has sufficiently progressed, the Debtor anticipates generating income from the sale of residential lots. Pursuant to the Plan, each allowed secured claim, at the election of the Debtor, may (i) remain secured by a Lien in property of the Debtor retained by such Holder, (ii) paid in full in cash (including allowable interest) over time or through a refinancing or a sale of the respective Asset securing such Allowed Secured Claim, (iii) offset against, and to the extent of, the Debtor’s claims against the Holder, or (iv) otherwise rendered unimpaired as provided under the Bankruptcy Code. Each holder of an allowed unsecured claim will receive, on account of such Allowed Claim, a Pro Rata Distribution of Cash from the Plan Trust. A full-text copy of the Second Disclosure Statement dated November 1, 2019, is available at https://tinyurl.com/yyzua6h3 from PacerMonitor.com at no charge. Attorney for the Debtor: Buddy D. Ford Jonathan A. Semach Heather M. Reel 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 Facsimile #: (813) 877-5543 Office Email: All@tampaesq.com Email: Buddy@tampaesq.com Email: Jonathan@tampaesq.com Email: Heather@tampaesq.com LIP INC: Thomson Burton Represents Multiple Parties --------------------------------------------------- In the Chapter 11 cases of LIP, Inc., LIP II, Inc., LIP III, Inc., the law firm of Thompson Burton, PLLC submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing Chris Hope, Lee Brown and Storm Tight Windows. The Debtors commenced three separate bankruptcy cases by filing Petitions under Chapter 11 of the U.S. Bankruptcy Code in this Court on September 9, 2019. The three cases are to be jointly administered pursuant to an Order of this Court entered on October 3, 2019. TB represents the following creditors who have engaged it as counsel, to be paid on an hourly basis: (1) Chris Hope * Unsecured Loan * Amount of Claim: unknown at this time (2) Lee Brown * Unsecured Loan * Amount of Claim: $568,163.71 (3) Storm Tight Windows * Unsecured Loan * Amount of Claim: $65,165.90 TB has fully advised each of the Parties above with respect to their concurrent representation. Each of the Parties has consented to such representation and has requested that TB represent them in this case. TB does not hold any claim against or own any interest in Debtor, nor has it at any time held any such claim or owned any such interest. Counsel for Chris Hope, Lee Brown, and Storm Tight Windows, LLC can be reached at: Thompson Burton PLLC David Cañas, Esq. Justin T. Campbell, Esq. Thompson Burton PLLC 6100 Tower Circle, Suite 200 Franklin, TN 37067 Tel: (615) 465-6000 Fax: (615) 807-3048 E-mail: david@thompsonburton.com justin@thompsonburton.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/BZJenz About LIP Inc. LIP, Inc., doing business as Mellow Mushroom Vanderbilt, and its subsidiaries are privately held companies that operate in the restaurant industry. LIP and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 19-05784) on Sept. 9, 2019. In the petitions signed by Mark Clark, president, the Debtors were each estimated to have assets ranging between $100,000 and $500,000 and liabilities ranging between $1 million and $10 million. Dunham Hilderbrand, PLLC is the Debtors' counsel. LOLIVI FOODS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Lolivi Foods LLC, according to court dockets. About Lolivi Foods Lolivi Foods LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03573) on Sept. 20, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Jerry A. Funk. The Debtor tapped Robert D. Wilcox, Esq., at Wilcox Law Firm, as its legal counsel. M & C PARTNERSHIP: Exclusivity Period Extended to Dec. 23 --------------------------------------------------------- Judge Jerry Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana extended the exclusive period for M & C Partnership, LLC to file a Chapter 11 plan to Dec. 23. The period to solicit acceptances for the plan was extended to Feb. 21, 2020. About M & C Partnership M & C Partnership, LLC, a company based in Metairie, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11529) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Elizabeth W. Magner oversees the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as the Debtor's bankruptcy counsel. Patrick J. Gros, CPA, APAC, is the Debtor's accountant. M & M AUTO: Proposes Private Sale of All Assets to Hershkop ----------------------------------------------------------- M & M Auto Group, Inc., M & M Automotive Center, Inc., and M & M Ford Lincoln Mercury, Inc., ask the U.S. Bankruptcy Court for the Southern District of New York to authorize their Asset Purchase Agreement with Sol Hershkop or an entity to be named by him in connection with the private sale of substantially all of the Debtors' assets. The Debtors operate their business at 127-131 Mill Street, Liberty, NY 12754. The Property is owned by a non-debtor affiliate MBM Enterprises, LLC. Since the downturn in the economy in 2008, the Debtors have struggled financially along with the auto industry as a whole. These struggles stripped the Debtors of the necessary capital to operate their business. Long before the chapter 11 case was filed the Debtors began to professionally market their assets for sale. The Debtors believe a sale is in the best interests of the Debtors, their creditors, the employees and the local area with whom the Debtors provide much business. The marketing effort was led by Peter DiPersia, of National Business Brokers, a skilled and experienced broker specializing in the sales of auto dealerships. Auto Center and M&M Ford are parties to a number of Sales and Service Agreements which are the franchise agreements which permit the Debtors to sell and service new vehicles. Specifically, M&M Ford is a party to a Ford and Lincoln Sales & Service Agreement dated July 18, 2013. Auto Center is a party to certain Sales and Service Agreements with Chrysler Corp. which enables it to sell and service Dodge, Chrysler, Plymouth and Jeep/ Eagle. Auto Center is also a party to certain Sales and Service Agreements with General Motors Corp. ("GM"). The sale transaction does not contemplate an assignment of the General Motors Agreements. Those agreements are being voluntarily terminated and Auto Center has negotiated a consensual order with GM that has been submitted to the Court for consideration. AmeriCredit Financial Services, Inc., doing business as GM Financial ("GMF"), provided new and used vehicle floor plan financing to Auto Center pursuant to, inter alia, an Amended and Restated Master Loan Agreement. As of the Petition Date, GMF is owed no less than $3,014,490. Auto Center's obligations to GMF have been guaranteed by M&M Ford and the security interests granted in all assets have been duly perfected against both debtors. GMF holds a first priority security interest in all of the assets of Auto Center and a subordinate security interest in the assets of M&M Ford. Ford Motor Credit Co., LLC provided new and used vehicle floor plan financing to M&M Ford pursuant to, inter alia, a Wholesale Financing and Security Agreement. As of the Petition Date, Ford Credit is owed no less than $3,096,828. M&M Ford's obligations to Ford Credit have been guaranteed by Auto Center and the security interests granted in all assets have been duly perfected against both debtors. Ford Credit holds a first priority security interest in all of the assets of M&M Ford and a subordinate security interest in the assets of Auto Center. The Debtors are also obligated to Jeff Bank in connection with a mortgage loan secured by a lien on the Property. As further security for the mortgage loan, Jeff Bank was granted a security interest in all of the Debtors’ assets which security interest was duly perfected. Jeff Bank appears to hold a third priority lien in the Debtors' assets which is subordinate to GMF and Ford Credit. Jeff Bank is fully secured by virtue of its lien in the Property. Finally, Auto Group is obligated to American Express Bank in connection with a loan extended in early 2018. American Express Bank has filed a UCC-1 financing statement against all of the assets of Auto Group, however, the Debtors believe that the obligation due to American Express is likely wholly unsecured. American Express does not have a lien against any of the assets of Auto Center or M&M Ford. By the Motion, the Debtors ask from the Court (I) an Order Scheduling Hearing on Shortened Notice; and (II) re-imposing the automatic stay with respect to the collateral of GMF and Ford Credit pending the Hearing on the Debtor's Motion for entry of an order (i) pursuant to Sections 105, 363 and 365 of the Bankruptcy Code authorizing the private sale of substantially all of the Debtors' assets to Purchaser free and clear of any and all claims, liens, encumbrances and other interests; (ii) approving the APA in connection therewith; and (iii) pursuant to Sections 105 and 365 of the Bankruptcy Code authorizing the assumption and assignment to Purchaser of certain executory contracts; (iv) authorizing the Debtors to obtain post-petition unsecured financing from the DIP Lender pursuant to sections 364, 503(b) and 507 of the Bankruptcy Code; and (v) continuing and/or re-imposing the automatic stay on a with respect to the collateral of GMF and Ford Credit pending the closing on the sale pursuant to Section 105(a) of the Bankruptcy Code. On Nov. 7, 2019, after arms'-length negotiations, the Debtor and the Purchaser executed the APA. Subject to the Court's approval, the Debtors ask approval to sell their assets to the Purchaser on the following terms and conditions: a. Sellers: M & M Auto Group, Inc., M & M Automotive Center, Inc., M & M Ford Lincoln Mercury, Inc. b. Purchaser: Sol Hershkop or an entity to be named by him c. Deposit: The Buyer will deposit $50,000 in Escrow with the Sellers' counsel, the LaBonte Law Group, PLLC, upon execution of the APA. d. Purchased Assets: i. New Vehicles - All 2019 and 2020 new, unused, unsold, and untitled Ford, Lincoln, Chrysler, Dodge, Jeep and Ram motor vehicles, including dealer installed accessories. The Purchase Price will be an amount to be determined as follows: Net cost paid by Seller to Ford or FCA, plus: (a) true net cost to the Sellers of accessories and options installed by the Sellers and (b) sums not credited to the Sellers by Ford or FCA for reasonable sums expended by the Sellers in preparation of the vehicles for sale; and minus (w) money paid to the Sellers for P.D.I.s that have not been completed and (x) holdbacks, dealer cash, incentives, model rebates or allowances, contest rebates, model year changeover credits, previously paid to the Sellers. The Buyer also receives a credit for damage to any New Vehicle which wholesale cost to repair exceeds $300. ii. Customer Orders: Pending vehicle orders where the customer has not yet taken delivery of the vehicle. At the Closing, the Sellers will provide to the Buyer a schedule of all undelivered customer orders and deposits. The Purchase Price will be an amount to be determined as follows: 50% of the net profit after each Sales Order is fully consummated. The customer deposits will be credited to the Buyer against the Purchase Price at Closing. The Buyer will be responsible for any partial or full refunds of any such deposits that are due customers. iii. Demonstrators and Loaners: All vehicles that meet the requirements of a New Vehicle but have been used as a demonstrator vehicle or titled and/or registered as a service loaner. The Purchase Price will be an amount to be determined as follows: In accordance with the pricing established for New Vehicles. However, the Buyer will also receive a credit in the amount of 25 cents per mile for all miles over 500. If any Demonstrator Vehicles are leased by the Sellers, the Buyer will purchase said vehicle for the sum equal to the remaining lease payment at Closing or by assuming the lease(s). iv. Used Vehicles: All Used Vehicles on hand at Closing. The Purchase Price will be as negotiated, but in no event less than the NADA wholesale book value. v. Fixed Assets: All of the Sellers' right, title and interest in and to its FORD and FCA Dealership business including all furniture, fixtures, equipment, computer system, non-leased signs, documents and instruments of title, or valid copies thereof, warranties, records, technical manuals and literature, shop reference manuals, parts reference catalogs, product sales training material and reference books, shop repair order forms, parts sales tickets, office and shop supplies, and leasehold improvements. The Purchase Price will be $200,000. vi. Parts and Accessories: All new, undamaged, non-obsolete and returnable parts and accessories that are genuine Manufacturer parts and accessories in original packaging. Undamaged parts or accessories that are not Returnable Parts may be purchased at the Buyer's sole option. The Purchase Price will be an amount to be determined as follows: A physical inventory will be taken by an inventory service to be mutually agreed upon with the cost to be split between Seller and Buyer. The price for the inventoried items is the cost at the then-current manufacturer’s price schedule less any rebates, credits, allowances, discounts or similar incentives received by Seller prior to Closing. New inventory added during the gap period between the physical inventory and Closing will be paid by the Buyer at Closing in the Net Cost amount. Proceeds from sale of the Returnable Parts during the gap period will belong to the Sellers; except that the Buyer will receive a credit for any such sold items equal to the net cost of the Sellers. vii. WIP, Sublet Repairs: All of the Sellers' work in progress and sublet repairs, which refers to service work on repair orders (customer, insurance, or warranty) written by Seller but not complete as of Closing. The Buyer agrees to complete all said work-in-progress. On payment by the Buyer, for work-in-progress and sublet repairs, the Buyer is authorized to bill the customer when the work is completed by Buyer for the entire service to the customer, and the Sellers will have no claim to that billing. The Purchase Price will be an amount to be determined as follows: The Sellers's net cost for labor and parts completed and installed less deposits or prepayments received by the Sellers. viii. Miscellaneous Assets: All of the Sellers' miscellaneous assets (tires, gasoline, diesel fuel, oil, grease, nuts and bolts, solvents, paint, undercoat and body shop materials and similar operational materials) which (a) are on the Dealership Premises, (b) owned by the Sellers on the Closing Date, and (c) identified in the physical inventory. The Purchase Price will be the Sellers' Net Cost. ix. Goodwill and Intangible Assets: All of the Sellers' Goodwill and other intangible assets including: trade names, customer lists, sales and service files, personnel records, repair orders, up logs, and similar records, assignable telephone numbers and facsimile numbers, licenses, permits, trademarks, trade secrets, copyrights, slogans, logos, domain names, social media sites, all URLs and IP addresses, advertising materials, and logs and schedules reflecting the Dealership. The Purchase Price will be $500,000. x. Special Tools: All special tools used in the performance of FORD or FCA warranty repairs which are (a) on the Dealership Premises, (b) owned by tge Sellers on the Closing Date, and (c) identified in the Inventory on the Inventory Date. The Purchase Price will be an amount to be determined as follows: The Buyer will pay the actual appraised value, subject to an appraisal to be conducted by an agreed upon third party, the cost of which will be split by the Buyer and the Sellers. The Buyer will pay the sales tax associated with the sale. Given (a) the substantial marketing of the Debtors' assets, (b) the lack of any other greater written offer to date, and (c) the benefit to the creditors of the estates, the non-debtor affiliates who will likely face bankruptcy absent a sale as a going concern, as well as the employees and the local area which is supported by this business, the Debtors believe that the private sale is justified and the best way to maximize value of the Debtors’ assets. It is extremely unlikely that an overbid process will generate higher and better offers for the Debtors' assets and in fact is likely to result in a smaller recovery to creditors or jeopardize any recovery at all. In connection with, and ancillary to, the Debtors' request for approval of the APA, the Debtors ask authority to assume and assign their interest in their executory contracts ("Franchises") with Ford Motor Co. and Chrysler Motors ("Manufacturers"). The assumption and assignment of the Franchises as set forth in the APA is the central component of the sale transaction and will allow the Debtors to maximize the recovery for the estates. As such, the requested relief represents the sound exercise of the Debtors' business judgment. The Purchaser has not only offered to purchase the Debtors assets but has also agreed to fund the Debtors’ operations pending a closing, which is key to preserving the value of the assets. The Purchaser has offered to advance the Debtors $300,000 in the form of a DIP financing, which will be due and payable only if the Purchaser does not close on the APA. The Purchaser will have a super priority administrative claim, subject to a carve out for professional fees and U.S. Trustee Fees in the amount of the actual advance. In accordance with Bankruptcy Rule 4001 and Local Rule 4001-2, a summary of the key terms of the proposed post-petition debtor-in-possession financing is as follows: a. Borrower: M & M Auto Group, Inc., M & M Automotive Center, Inc., M & M Ford Lincoln Mercury, Inc. b. DIP Lender: Sol Hershkop or an entity to be named by him c. DIP Loan: $300,000 immediately released from the Deposit d. Collateral and Priority: A super-priority administrative claim e. Loan Payments: Credit at Closing f. Maturity Date: In the event that the DIP Lender is the successful Purchaser, the outstanding balance due under the DIP Loan will be part of the purchase price and deemed satisfied and paid in full upon closing. g. Interest Rate: All amounts outstanding under the DIP Loan will bear interest at a rate equal to 6% per annum and will be payable at the Maturity Date. Notwithstanding the foregoing, after the occurrence and during the continuance of an uncured Event of Default, all overdue amounts under the DIP Loan Documents will bear interest at an additional rate per annum of 2%. h. Use of Proceeds: The proceeds of the DIP Loan will be used only for working capital and other general corporate purposes of the Borrower, in accordance with the Budget. i. Super-Priority: Amounts owed by the Debtor to the DIP Lender pursuant to the DIP Loan will constitute a claim having priority over any or all administrative expenses of the Bankruptcy Code, except professional fees and U.S. Trustee Fees which have priority over the DIP Loan. j. Voluntary Prepayment: Prepayments under the DIP Loan may be made at any time without premium or penalty. k. Events of Default: The DIP Documents will contain events of default customarily found in loan documents for similar DIP financing and other events of default deemed by the Lender appropriate to the specific transaction, including, without limitation, upon any breach of, or failure to perform by Debtors of any of its, covenants, representations or warranties contained in the Asset Purchase Agreement or in the Sale Order, upon the occurrence of any termination event under the Asset Purchase Agreement and upon the entry of an order reversing, amending, staying, vacating, terminating or otherwise modifying in any manner the Sale Order, in each case, without the prior written consent of the DIP Lender in its sole discretion. As a condition of its willingness to extend credit under the DIP Loan, the Purchaser requires a super-priority administrative claim. The Debtors submit that there is no market for an uncollateralized loan such as the proposed DIP Loan. Given that the Debtors do not believe that there is a higher or better offer than that of the Purchaser, this indebtedness is unlikely to be repaid by the Debtors and instead will inure to the benefit of all by ensuring that the Debtors' assets are protected and the value maximized pending a sale closing. The automatic stay was modified to permit Ford Motor Credit and GMF, two of the Debtors' secured creditors, to recover their collateral. However, this relief was granted as a result of the Debtors not having a conforming LOI in place. Those circumstances have now changed. As a result of this change in circumstances grounds exist for the Court to reimpose the automatic stay pending the hearing on the motion, then at the hearing grant the Debtors' Motion to continue and/or re-impose the automatic stay pending the closing of the sale of the Debtors' assets. A copy of the APA attached to the Motion is available at https://tinyurl.com/sq9smgl from PacerMonitor.com free of charge. Counsel for the Debtors: Dawn Kirby, Esq. Erica R. Aisner, Esq. Julie Cvek Curley, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Telephone: (914) 401-9500 About M & M Auto Group M & M Auto Group sells and services Dodge, Jeep, Buick, Lincoln, Ford, Chrysler, Ram, and Cadillac vehicles serving the Liberty, Monticello and Middletown, Goshen, Newburgh, and Port Jervis, NY areas. On Oct. 11, 2019, M & M Auto Group, Inc., M & M Automotive Center, Inc., and M & M Ford Lincoln Mercury, Inc. each sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36641). Each of the Debtors was estimated to have $1 million to $510 million in assets and liabilities of $500,000 to $1 million. KIRBY AISNER & CURLEY, LLP is the Debtor's counsel. MABVAX THERAPEUTICS: Exclusivity Period Extended Until March 18 --------------------------------------------------------------- Judge John Dorsey of the U.S. Bankruptcy Court for the District of Delaware extended the period during which MabVax Therapeutics Holdings, Inc. and its affiliates have the exclusive right to file a Chapter 11 plan to March 18, 2020, and the period to solicit votes on the plan to May 18, 2020. About MabVax Therapeutics MabVax Therapeutics Holdings, Inc. and MabVax Therapeutics, Inc. each filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10603 and 19-10604, respectively) on March 21, 2019. MabVax Therapeutics -- https://www.mabvax.com/ -- is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer. At the time of filing, MabVax Therapeutics Holdings estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. MabVax Therapeutics, Inc., estimated up to $50,000 in assets and liabilities. Jason A. Gibson, Esq., at the Rosner Law Group LLC, represents the Debtors as bankruptcy counsel. MATRA PETROLEUM: Exclusivity Period Extended to Jan. 27 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas extended the period during which only Matra Petroleum USA, Inc. and its affiliates can file a Chapter 11 plan to Jan. 27, 2020. If the companies file a plan by Jan. 27, 2020, the exclusivity period will be automatically extended to March 27, 2020, to give them an opportunity to confirm the plan. The companies have begun the process of liquidating their assets and intend to file a plan of liquidation. However, the companies need to resolve certain issues that may affect any plan that is filed, including the disposition of approximately 140 wells and leases. The companies also have to wait for the outcome of the hearing on the motion for standing to pursue claims filed by their creditor, Vladimir Lenskiy. The hearing is currently scheduled for Dec. 11. About Matra Petroleum Matra Petroleum USA Inc. and its subsidiaries are Houston-based independent oil and gas companies focusing on oil and gas production and development of oil & gas leases all located in Texas. As is well known, operating and market conditions in the oil and gas industry have undergone a profound transformation in recent years leading many companies to seek chapter 11 relief. Matra Petroleum USA and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34190) on July 31, 2019. Matra Petroleum USA estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. As of July 1, 2019, the Debtors had combined secured debt in excess of $70 million, secured by liens on substantially all of the Debtors' assets, cash and equity. The Hon. David R. Jones is the case judge. The Debtors tapped Hoover Slovacek LLP as counsel, and Macco Restructuring Group, LLC, as financial advisor. MCCLATCHY CO: S&P Cuts ICR to 'CCC-' on Pension Funding Shortfall ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based newspaper publisher The McClatchy Co. to 'CCC-' from 'CCC+', its issue-level ratings on the company's senior secured notes to 'CCC' from 'B-', and its issue-level ratings on the company's senior unsecured notes to 'C' from 'CCC-'. The downgrade reflects the risk that McClatchy could engage in a distressed debt exchange or file for Chapter 11 bankruptcy. On Nov. 13, 2019, McClatchy announced that it initiated discussions with Pension Benefit Guaranty Corp. (PBGC) and its largest debtholder to resolve its liquidity challenges and address its substantial pension and debt liabilities. This follows a denial by the Internal Revenue Service (IRS) of its request for mandatory pension contribution relief in 2020. S&P's downgrade to 'CCC-' reflects the expectation that McClatchy could pursue a debt restructuring or Chapter 11 filing before September 2020 to resolve its liquidity challenges and substantial liabilities. The negative outlook reflects McClatchy's insufficient liquidity to fund its 2020 obligations and the risk it could engage in a distressed debt exchange or file for Chapter 11 bankruptcy before September 2020, when the bulk of its mandatory pension contributions are due. "We could lower our rating to 'CC' if we anticipate a default to be a virtual certainty. We would also lower our rating if McClatchy announces its intention to file for bankruptcy or undertake a distressed exchange offer or similar restructuring," S&P said. S&P said it could take a positive rating action if McClatchy receives legislative relief that significantly reduces or eliminates the company's $124 million mandatory pension contributions in 2020. The rating agency does not expect a default or distressed exchange within the next 6-12 months. "Similarly, we could also take a positive rating action if the company completes a distress termination with the PBGC. We do not expect a distressed debt restructuring to be imminent," S&P said. MCQUILLEN PLACE: CBRT Says Disclosure Statement Inadequate ---------------------------------------------------------- Cedar Rapids Bank and Trust Company ("CRBT"), an interested party, says McQuillen Place Company, LLC's Disclosure Statement fails to provide adequate information as required by 11 U.S.C. Sec. 1125(a)(1) in these respects: * Inadequate description of the events leading to the filing of Bankruptcy. * Inadequate discussion of the assets available and their value. * Inadequate Liquidation Analysis. * Inadequate Information Regarding Counsel for Litigation. * Incorrect Monthly Reports. * Inadequate information regarding tax consequences. * Inadequate information regarding the Debtor's management and ownership structure. Attorneys for Cedar Rapids Bank & Trust Company: JOSEPH E. SCHMALL Direct Dial: (319) 861-8729 LAURA M. HYER (#LI22185426) Direct Dial: (319) 861-8742 BRADLEY & RILEY PC 2007 First Avenue SE P.O. Box 2804 Cedar Rapids, IA 52406-2804 Phone: (319) 363-0101 Fax: (319) 363-9824 E-mail: jschmall@bradleyriley.com E-mail: lhyer@bradleyriley.com Terms of Plan The Debtor has filed a Chapter 11 Plan that calls for the sale of the McQuillen Place Development to a new entity, MPC2, which will complete the construction on the building then operate the building for the benefit, inter alia, of creditors. The interests of First Security Bank will be "crammed down" through the Plan, permitting both completion of and resolution of the litigation pending against, among others, First Security Bank. A proportion of the proceeds from this litigation will be directed to creditors of the Debtor. The litigation recoveries will be over and above the anticipated cash payment to creditors. A copy of the Disclosure Statement is available at https://is.gd/IUkTvg from PacerMonitor.com free of charge. About McQuillen Place Company McQuillen Place Company, LLC, was formed in 2013 to develop the McQuillen Place Development in Charles City, Iowa. Due to the rural character of the Charles City residential and commercial real estate market, development of the project was contingent on significant state, Federal and local economic assistance. When the Debtor and its lenders were unable to reach an agreement to provide for the conmpleteion of construction, a foreclosure action was commenced against the Debtor's interest in the development in March 2018. McQuillen Place Company company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 19-00507) on April 25, 2019. In the petition signed by its member, Charles M. Thomson, the company disclosed assets ranging between $1 million to $10 million and liabilities of the same range. The Hon. Thad J. Collins is assigned to the case. The Law Office of Charles M. Thomson serves as its counsel. MCQUILLEN PLACE: First Security Says Plan Not Confirmable --------------------------------------------------------- First Security Bank & Trust Company, in its objection to McQuillen Place Company, LLC's Disclosure Statement's says the Debtor's Plan is not confirmable. First Security Bank points out that the Plan proposes a sale of the real estate to a new entity, MPC2, LLC,which is stated to be an Iowa limited liability company. A search of the Iowa Secretary ofState website conducted on November 1, 2019, does not show an entity by this name to exist. First Security Bank further points out that exhibit A to the Plan is a form of Unsecured Distribution Note and it shows the obligor of the Note to be "MPC2, LLC, an Iowa limited liability company", an entity that does not currently exist. First Security Bank assert that more information is required in the Disclosure Statement regarding the proposed sale, the identity of the proposed buyer and its owners, officers, employees, and managers, its assets and liabilities, and its ability to pay the purchase price. According to First Security Bank, Article III, Paragraph C of the Disclosure Statement includes a description of the treatment of Class 2: Priority Claims. There is no statement whether any such claims exist to enable a creditor to determine whether the Plan is feasible. First Security Bank complains that Article III, Paragraph C of the Disclosure Statement includes a description of the treatment of Class 4: Tax Claim of Floyd County, Iowa. There is no statement whether any such claims exist and no estimate of the amount of any such claims to enable a creditor to determine whether the Plan is feasible. First Security Bank points out that Article III, Paragraph C of the Disclosure Statement includes a description of the treatment of Class 5: Secured Claim Asserted by First Security Bank. There is no statement as to the amount of such claim or the manner and timing of the resolution or determination of the "disputes between the parties" to enable a creditor to determine whether the Plan is feasible. First Security Bank further points out that Article III, Paragraph C of the Disclosure Statement includes a description of the treatment of Class 9: Claims of Non-Insider, Building Industry and Construction Unsecured Creditors Designated at (sic) Essential Vendors for Plan of Reorganization.Neither the plan nor the Disclosure Statement state which unsecured creditors fall within this class of claims. The Disclosure Statement further states that the determination of the identity of such claimants is made by MPC2, a non-existing entity, the identity of which is unknown and not provided in the Plan or Disclosure Statement. According to First Security Bank that Article III, Paragraph C of the Disclosure Statement includes a description of the treatment of Class 11: General Unsecured Claims. The provision states that the "Allowed amount of the Class 12 Claims is $22,111.34" however there has been no claim recommendations submitted by the Debtor or any other party in this case, and no determination by the Court of the allowed amount of any claim. First Security Bank believes that the transfer of certain of any such Causes of Action against First Security Bank to violate its statutory and common law rights of setoff against its claim for the purposes of determining the portion of its claim that should be allowed as an unsecured claim. First Security Bank complains that the liquidation analysis attached as Exhibit A does not seem to be consistent with the statements and provisions Disclosure Statement. Counsel for First Security Bank & Trust Company: Larry S. Eide PAPPAJOHN, SHRIVER, EIDE & NIELSEN P.C. 103 East State Street, Suite 800 PO Box 1588 Mason City, IA 50402-1588 Telephone: (641) 423-4264 Facsimile: (641) 423-3145 Email: eide@pappajohnlaw.com Terms of Plan The Debtor has filed a Chapter 11 Plan that calls for the sale of the McQuillen Place Development to a new entity, MPC2, which will complete the construction on the building then operate the building for the benefit, inter alia, of creditors. The interests of First Security Bank will be "crammed down" through the Plan, permitting both completion of and resolution of the litigation pending against, among others, First Security Bank. A proportion of the proceeds from this litigation will be directed to creditors of the Debtor. The litigation recoveries will be over and above the anticipated cash payment to creditors. A copy of the Disclosure Statement is available at https://is.gd/IUkTvg from PacerMonitor.com free of charge. About McQuillen Place Company McQuillen Place Company, LLC, was formed in 2013 to develop the McQuillen Place Development in Charles City, Iowa. Due to the rural character of the Charles City residential and commercial real estate market, development of the project was contingent on significant state, Federal and local economic assistance. When the Debtor and its lenders were unable to reach an agreement to provide for the conmpleteion of construction, a foreclosure action was commenced against the Debtor's interest in the development in March 2018. McQuillen Place Company company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 19-00507) on April 25, 2019. In the petition signed by its member, Charles M. Thomson, the company disclosed assets ranging between $1 million to $10 million and liabilities of the same range. The Hon. Thad J. Collins is assigned to the case. The Law Office of Charles M. Thomson serves as its counsel. MEDIQUIP INC: Says Ombudsman Is Not Necessary ----------------------------------------------- Mediquip, Inc., filed documents asking the U.S. Bankruptcy Court for the Eastern District of New York for an order finding that a patient care ombudsman is not necessary. A hearing is scheduled for Nov. 21, 2019, at 11:00 a.m. A full-text copy of the filing is available at https://tinyurl.com/qwnqt68 from PacerMonitor.com at no charge. About Mediquip Inc. Based in New York filed a Chapter 11 bankruptcy petition on Oct. 24, 2019 (Bankr. E.D.N.Y. Case No. 19-77310). The Debtor was estimated to have assets of $100,000 to $500,000 and liabilities of $500,000 to $1,000,000. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP, led by Heath S. Berger, and Gary Fischoff, is counsel to Mediquip. MINNESOTA MEDICAL UNIVERSITY: S&P Cuts Senior Secured Ratings to D ------------------------------------------------------------------ S&P Global Ratings lowered its senior secured ratings on Minnesota Medical University LLC (MMU) to 'D' from 'CC'. The downgrade reflects that MMU's total fund available for distribution to bondholders is insufficient to cover the total redemption price plus accrued interest on Nov. 12, 2019, the mandatory redemption date. This leads to an event of default under the indenture. The recovery rating on the senior secured debt remains '1', indicating a very high recovery (95%) based on the information disclosed in the notice to bondholders on Nov. 8, 2019. MJW FILMS: Meyers Law Represents Glassgow, Witherwill ----------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Meyers Law, PLLC provided notice that it is representing John Glassgow and Michael Witherill in the Chapter 11 cases of MJW Films, LLC and J Wick Productions, LLC. On or about November 8, 2019, the firm was retained to represent Michael Witherill and John Glassgow (the "Creditors") in the above-captioned Chapter 11 Cases. As of the date of this Verified Statement, the Firm only represents the Creditors in the Chapter 11 Cases. As of the date of this Verified Statement, the Creditors are the only creditors or other parties in interest in the Chapter 11 Cases for which the Firm is required to file a Verified Statement pursuant to Rule 2019. As of Nov. 12, 2019, the Creditors and their disclosable economic interests are: (1) John Glassgow 4130 E Mountain Sage Drive Phoenix, AZ 85044-6169 Debtor: J WICK PRODUCTIONS, LLC Scheduled Priority Claim(s): $12,850.00 Scheduled Non-Priority Claim(s): $261,404.00 Schedule Non-Priority Claim(s): $5,115.00 Debtor: MJW FILMS, LLC Scheduled Priority Claim(s): $12,850.00 Scheduled Non-Priority Claim(s): $2,301,008.00 Note: Amounts above do not include any post-filing administrative claims against either debtor (2) Michael Witherill 1166 E Warner Road STE 101B Gilbert, AZ 85296-3080 Debtor: J WICK PRODUCTIONS, LLC Scheduled Priority Claim(s): $12,850.00 Scheduled Non-Priority Claim(s): $451,404.00 Debtor: MJW FILMS, LLC Scheduled Priority Claim(s): $12,850.00 Scheduled Non-Priority Claim(s): $4,539,319.00 Note: Amounts above do not include any post-filing administrative claims against either debtor Counsel for John Glassgow and Michael Witherill can be reached at: MEYERS LAW, PLLC Howard C. Meyers, Esq. 2810 North Third Street Phoenix, AZ 85004 Telephone (602)900-5001 E-mail: courtdocs@hmeyerslaw.com hmeyers@hmeyerslaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/7DhyOf About MJW Films and JW Films MJW Films, LLC and J Wick Productions, LLC, are movie production companies based in Gilbert, Arizona. MJW Films and J Wick filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-12874 and 18-12875) on Oct. 22, 2018. In the petitions signed by John Glassgow, designated representative, the Debtors estimated $1 million to $10 million in both assets and liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C., represents the Debtors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2018. The committee is represented by May, Potenza, Baran & Gillespie PC. MLW LLC: Delays Plan Filing Until Sale of Property is Completed --------------------------------------------------------------- MLW, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period for the company to file its Chapter 11 plan to Feb. 10, 2020, and the period to solicit acceptances to April 9, 2020. The company also asked the court to move the deadline for filing its plan and disclosure statement to Feb. 10. The company recently obtained a court order approving the sale of its real property in Boynton Beach, Fla. The sale remains pending. MLW said the completion of the sale will have a material impact on any proposed plan. The company expects its plan to be a liquidating plan provided that the sale as contemplated is completed. About MLW LLC MLW, LLC is the fee simple owner of a real property located at 10207 100th St., South Boynton Beach, Fla. It valued the property at $1 million. MLW sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-14567) on April 18, 2018. In the petition signed by Mark L. Woolfson, managing member, the Debtor disclosed $1.06 million in assets and $1.22 million in liabilities. Judge Erik P. Kimball presides over the case. The Debtor tapped Furr & Cohen, P.A. as its bankruptcy counsel, and Nason, Yeager, Gerson, White & Lioce, PA as its special counsel. The Debtor hired Pavlik Realty LLC and the firm's principal Mitchell Pavlik to either sell or secure a tenant for the Florida property. MURPHY OIL: S&P Rates New $550MM Senior Unsecured Notes 'BB+ ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to U.S.-based oil and gas exploration and production company Murphy Oil Corp.'s proposed $550 million senior unsecured notes due in 2027. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery to creditors in the event of a payment default. The rating agency expects Murphy to use the proceeds to fund a $550 million tender offer for a portion of its notes due in 2022. S&P's 'BB+' issuer credit rating and stable outlook are unchanged. NXT ENERGY: Releases Third Quarter 2019 Results ----------------------------------------------- NXT Energy Solutions Inc. reported the Company's financial and operating results for the quarter ended Sept. 30, 2019. Key financial and operational highlights for the third quarter and year to date include: * In July 2019, the Company completed the interpretation phase, and in September the integration phase, of its Nigerian SFD survey for approximately US$8.9 Million with PE Energy Limited, a Nigerian oil and gas service company. PE has a contract with the Nigerian National Petroleum Company, to provide 5,000-line kilometers of SFD surveys in Nigeria. * As of Nov. 14, 2019, the Company has received a total of US$8.0 million of payments from PE for the SFD survey in Nigeria including US$6.7 million in the third quarter. The final milestone payments aggregating US$0.9 million for contracted holdbacks are expected to be made by the end of the fourth quarter. * Mr. Frank C. Ingriselli, former Texaco executive, joined NXT's Board of Directors effective Sept. 4, 2019. With over 40 years of experience in the energy industry, Mr. Ingriselli is a seasoned leader and entrepreneur with wide- ranging energy industry experience in diverse geographies, business climates and political environments. Mr. Ingriselli is a member of NXT's audit committee. * In February 2019, NXT entered into a Co-operative Agreement with Alberta Green Ventures Limited Partnership, to propose up to three SFD surveys within two years. The Co-operative Agreement is based on a cost-plus formula and a gross overriding royalty interest in oil and gas production arising on lands subject to the surveys. The Company received a US$100,000 non-refundable deposit for this Co- operative Agreement in Q2-19. * NXT has also expanded its focus in the Middle East and North Africa by advancing US$250,000 to AGV to pursue contracts in the Middle East. If successful, AGV will engage NXT to perform a SFD survey. In addition, NXT has granted AGV an extension of the Aug. 31, 2019 requirement under the Co- operation Agreement to complete at least one of three SFD surveys to Dec. 31, 2019. * Common share purchase warrants held by AGV have expired as of Oct. 31, 2019. * Cash and short-term investments at the end of the Q3-19 were C$6.73 million. * Survey revenues of C$1.02 million were recorded in Q3-19. * A net income of C$5.55 million was recorded for 2019 YTD, including amortization expense of C$1.33 million. * A net loss of C$0.77 million was recorded for Q3-19, including amortization expense of C$0.45 million. * Operating activities provided C$4.05 million of cash during Q3-19 and net cash used for financing activities was C$0.01 million. * Operating activities provided C$2.79 million of cash during 2019 YTD and net cash used for financing activities was C$0.03 million. * Net income per common share for 2019 YTD was C$0.08 basic and C$0.08 diluted. * Net loss per common share for Q3-19 was (C$0.01) basic and diluted. * General and administrative costs for Q3-19 as compared to Q3-18 have been reduced by C$0.15 million or 15%, mostly due to a reduction in headcount, favourable headcount cost mix, business development travel, and certain expenditures being recognized as direct survey costs. * General and administrative costs for 2019 YTD as compared to 2018 YTD have been reduced by C$0.55 million or 18% mostly due a reduction in business development costs, the suspension of the Company's advisory board, lower headcount and costs and certain expenditures being recognized as direct survey costs. Message to Shareholders George Liszicasz, president, and CEO of NXT, commented, "In the third quarter we completed the interpretation of SFD data related to our project in Nigeria. Over a three week process, our SFD data was correlated with NNPC's proprietary seismic and other geology and geophysical data that showed a high correspondence with available geophysical information. Once the project close-out meeting, scheduled for the end of this month, is completed, we will be able to disclose additional information. NXT is very pleased with the SFD survey results and is looking forward to continue working with NNPC and its subsidiaries (Frontier Exploration Services and Nigerian Petroleum Development Corporation), the Department of Petroleum Resources and our partner, PE Energy Limited. With the Nigerian SFD survey now complete, we are focusing on developing opportunities in Nigeria, other regions of Africa, the Middle East and South East Asia. My team and I have spent several weeks in these regions discussing SFD services with prospective customers." A full-text copy of the press release is available for free at: https://is.gd/nAhxpG About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$6.96 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of C$8.97 million for the year ended Dec. 31, 2017. At March 31, 2019, the Company had total assets of C$27.39 million in total assets, total liabilities of C$4.93 million, and C$22.45 million in total shareholders' equity. The Company's independent accounting firm KPMG LLP, in Calgary, Canada, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's current and forecasted cash position is not expected to be sufficient to meet its obligations for the 12 months period beyond the date that these financial statements have been issued. These conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. OLEUM EXPLORATION: Seeks to Extend Exclusivity Period to March 31 ----------------------------------------------------------------- Oleum Exploration, LLC asked the U.S. Bankruptcy Court for the Middle District of Pennsylvania to extend the exclusive period to file an amended Chapter 11 plan to March 31, 2020, and the period to solicit acceptances for the plan to May 29, 2020. Oleum anticipates amending its proposed plan of reorganization, which it filed on April 16. The company contends that the treatment of creditor claims will depend upon the outcome of the company's adversary proceeding against PAPCO, Inc., which is anticipated to occur beyond the current exclusivity periods. About Oleum Exploration Oleum Exploration, LLC, a production and exploration company operating in Gulf Coast Basin, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00664) on Feb. 16, 2019. At the time of the filing, the Debtor disclosed $2,164,154 in assets and $10,400,625 in liabilities. The case has been assigned to Judge Robert N. Opel II. Kurtzman Stead, LLC is the Debtor's bankruptcy counsel. ONE SKY: Fitch Gives B Rating to New $425MM Term Loan B ------------------------------------------------------- Fitch Ratings assigned a 'B' first-time rating to One Sky Flight, LLC. The Rating Outlook is Stable. In addition, Fitch has assigned a 'B+'/'RR3' rating to OneSky's proposed $425 million term loan B. The 'B' rating is driven by the company's thin operating margins, relatively high initial leverage, and exposure to a cyclical market. Credit weaknesses are partly offset by the company's solid market position as the second largest operator in the U.S. and its recent success versus its main competitor NetJets. OneSky's credit profile benefits from its limited exposure to asset risk driven by its fractional business model. Fitch also views the company's growth plans as prudent, and likely to lead to rising EBITDA over time driven both by top line growth and better margins. KEY RATING DRIVERS Credit Metrics Support 'B' Rating: Fitch views OneSky's post-debt issuance adjusted debt/EBITDAR as being modestly high initially for the 'B' rating, but expects leverage to drop by more than a turn over the forecast period on improving margins, top line growth, and scheduled amortization, potentially supporting a higher rating over time. Adjusted debt/EBITDAR starts at 6.5x in Fitch's forecast and declines to 4.8x by 2022. However, on an adjusted debt/EBITDAR basis, this is conservative since much of OneSky's aircraft rent expense is passed through to customers in its fractional lease program. Debt/EBITDA, which starts at 5.9x and trends to below 4x, which could support a 'B+' rating over time. Fitch expects FFO fixed charge coverage to remain around 1.5x through the forecast period. Thin Operating Margins: The company has generated EBITDA margins in the low single digits during its fleet transition process over the past three years. Fitch expects margins to improve modestly over the forecast period, but to remain thin. Margin improvement will be driven by lower lease expenses as OneSky plans to use a portion of the proceeds of its new term loan to purchase aircraft currently subject to operating leases. The company also expects certain start-up losses on its large cabin and European business to drop away and to benefit from the decertification of its pilot union. Flexjet, which generates the majority of the company's EBITDA, may see some improvement from management's plans to grow the fractional leasing business. As Private Fly continues to grow, OneSky will allocate more of its core fleet to operate alongside its partner fleet. Prudent Growth Strategy: Fitch views the main component of OneSky's growth plan to be prudent and likely to drive an improving top line and profit margins in the coming years. Growing the company's core fleet to service jet card and on-demand charter customers will allow OneSky to supplement capacity beyond its partner network. Increasing scale makes OneSky a more attractive career option for pilots, which is an area where smaller operators are struggling. OneSky also benefits from having good visibility around demand from the sales of its jet cards. Even with the growth of the core fleet, OneSky predicts that jet card and charter demand will still require much of the flying to be contracted to the partner fleet, meaning there is limited risk that OneSky's on-balance sheet aircraft will sit idle. Core fleet growth is being pursued with modest capital investments, as the aircraft coming off of the fractional program are already largely depreciated assets. In addition to growing to its core fleet, OneSky is growing its presence in Europe through its Flexjet and PrivateFly. Fitch views this portion of the company's plan as higher risk since it had no material presence in Europe prior to its acquisitions there, and it is growing from a small base. Risks are partly offset by the existing customer base and existing infrastructure that it gained with its acquisitions including a multi-lingual staff and booking websites that will help reach customers across the continent. Solid Market Position: OneSky has the second largest market share in U.S. business aviation, with its next largest competitor being much smaller. Although OneSky is less than half the size of NetJets, which is the market leader, its size and scale are more than sufficient to generate good brand recognition among customers. The company's scale also allows it to maintain fleet availability; to leverage its relationships with aircraft manufacturers and third party operators; and to maintain in-house expertise on managing the lifecycles of its aircraft. Asset Light Model Reduces Balance Sheet Risk: OneSky's balance sheet risk is limited with regards to its aircraft purchases. Under the fractional ownership model, the company is able to sell shares of an aircraft well in advance of that aircraft's delivery, allowing the company to collect cash up front and minimize its own capital outlay. Although OneSky will remain less asset-intensive than competitors like VistaJet, the company is planning to grow its owned core fleet to support future growth. OneSky is bringing aircraft on balance sheet at year 10, after the aircraft has gone through multiple cycles of ownership in the fractional program. At this point, OneSky can purchase the aircraft for a modest capital investment and use it to supplement its jet card and charter businesses and to assure aircraft availability under its fractional business. To the extent that a customer wants to trade-in for a new share or exit the fractional program, the company's contracts require OneSky to repurchase shares of aircraft from its customers at market price at the end of the contract (typically five years). However, this risk is limited, because OneSky establishes the market price using its own comparable transactions, and it is often able to sell a share to the new owner simultaneous with the buyback. OneSky also takes a remarketing fee equal to 7.0% of the market price if the owner is leaving the fractional jet program (it charges a smaller fee if the customer is trading in for different fractional ownership). OneSky is not required to repurchase shares in the event of a market disruption wherein no comparable transactions are available. Relationship with Aircraft Manufacturers: Flexibility with regards to aircraft orders is a key credit consideration for OneSky. The company reports that it maintains a high degree of flexibility around delivery timing because its primary manufacturers view OneSky as a quasi-distributor of its products. The company typically needs to confirm an aircraft order 15 months prior to delivery, but with the flexibility to move delivery dates, it rarely takes delivery of an aircraft before at least 75% of the fractional shares are sold, and typically the aircraft is 100% sold at to delivery. The company also has exclusive relationships with both Gulfstream and Embraer that prevent the manufacturers from selling any of the aircraft types that Flexjet currently operates in a fleet format to other operators. In other words, Gulfstream can sell to individuals but cannot sell a fleet of aircraft to NetJets. Multiple Products and Diverse Fleet: OneSky's portfolio companies offer customers a variety of options for private jet solutions ranging from on-demand charter operations to fractional ownership. The company's fleet is also diversified along the size spectrum, making OneSky attractive to a diverse set of customers. Diversification is a differentiator from VistaJet. VistaJet primarily offers contracts for a set number of flight hours on super-mid and larger aircraft. OneSky offers a competing product to VistaJet with its prepaid flight hour cards from Sentient Jet along with on-demand charter operations that sell at spot prices for customers who fly less frequently or fractional leases/purchases for customers who fly more frequently. Cyclical/Fragmented Industry: The business jet industry is cyclical due to the luxury nature of the product offering and the availability of commercial flights as a substitute. Business jet sales dropped sharply through the last recession and took several years to fully recover. These risks are partly offset for OneSky by the management fees that it charges its fractional owners, which are fixed through the life of the contract and do not depend on the number of hours flown, providing a steady source of revenue, and by the company's high net worth and corporate clientele who are unlikely to be hard hit by a recession. However, fractional sales of new aircraft, jet card purchases, and charter flying are all vulnerable to economic cycles. The industry is also fragmented, with a few large players like NetJets, OneSky and VistaJet maintaining meaningful market shares while the remaining competitors consist of small operators. OneSky estimates that it holds an 11% market share in the U.S. compared to NetJets 24.1% share. Fragmentation leads to heavy competition particularly on amenities and the age/attractiveness of the operator's fleet. The industry is also likely to continue to see consolidation. OneSky has made six acquisitions since 2009 and may pursue more as management focuses on growth. Free Cash Flow: Analysis of OneSky's cash flows is complicated by the purchase and sale of aircraft through multiple different models at multiple points in an aircraft's lifecycle. For instance, sales of shares in a new aircraft typically offset the initial capital expenditure of purchasing the aircraft. Sales of shares run through CFFO and ultimately through FCF. Fitch accounts for SLB transactions as capital expenditures offset by a subsequent divestiture. Although SLB transactions typically result in a positive cash inflow, they drive down Fitch's FCF calculation. The company also strategically sells assets out of the fleet from time to time, which further impacts the divestiture line item. Because of all of the moving pieces it is difficult to get a clear picture of FCF. Fitch ultimately expects the company's net change in cash to be negative in 2020 as it uses the proceeds from its debt offering to purchase aircraft for growth and to turn positive in 2021 as SLB transactions and normal course aircraft sales offset planned capex. Importantly, the company is capable of operating with a low level of maintenance capex due to the nature of its fractional sales business model. Many of the heavy maintenance items on the Flexjet aircraft are born by the fractional owners through the management fees that they pay. As such, the company likely has the ability to pull back on aircraft purchasing and to decrease capital spending significantly in the event of a downturn. Recovery Analysis: Fitch's recovery analysis assumes that OneSky would be reorganized as a going-concern in bankruptcy. Fitch has assumed a 10% administrative claim. Fitch's GC EBITDA assumption of $60 million reflects a secular decline in business aviation causing a drop in demand for OneSky's fractional ownership programs and charter flying. OneSky has a solid base of owned assets that Fitch believes should sustain EBITDA margins in the low single digits after a reorganizing and scaling back growth; therefore, Fitch's GC EBITDA is higher than the low levels shown in its downgrade case. An EV multiple of 5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered historical bankruptcy case study exit multiples for commercial airlines, which have ranged from 4.7x to 6.8x, with an average of 5.9x. DERIVATION SUMMARY Fitch's closest comparable company to OneSky is Vista Global (rated B). Vista's Rating Outlook is Positive. OneSky's credit profile is favorable to Vista's in some respects. OneSky assumes limited asset risk through its fractional model, while Vista faces steeper upfront capital costs by bringing its aircraft on balance sheet and carries more residual value risk. OneSky has more scale with a managed fleet of more than 160 aircraft. OneSky also has a broader product offering both in terms of the types of aircraft available and ways to utilize them (fractional, jet card, on-demand), whereas Vista solely operates super-mid and larger aircraft. OneSky's thinner operating margins offset its advantages over Vista. Fitch expects Vista's total adjusted debt/EBITDAR to decline from 8.4x at YE 2019 to about 6x by 2022, compared to adjusted debt/EBITDAR expected to trend toward the low 5x range for OneSky. KEY ASSUMPTIONS Substantial revenue growth in 2019 and 2020 reflecting healthy fractional sales, the growing core fleet, and a growing presence in Europe. Improving EBITDA margins based on a growing top-line, greater proportion of large aircraft in the fleet, and the absence of various one-time and start-up expenses incurred in recent years Fitch assumes that the new term loan transaction is completed by the end of 2019. Debt reduction in Fitch's forecast is limited to the scheduled amortization in OneSky's term loan. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Total adjusted debt/EBITDAR sustained below 5x ; - FFO fixed charge coverage sustained around 2x; - EBITDA margins growing into the high single digits; - Increased size and scale with revenues rising above $1.5 billion and EBITDA rising above $125 million; - Evidence of traction in the company's European growth plans as shown by improving revenues and margins at PrivateFly. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Failure to reduce leverage from initial post-transaction levels with total adjusted debt/EBITDAR remaining above 6.5x; - FFO fixed charge coverage sustained below 1.5x ; - EBITDA margins falling to the low single digits; - Decreased liquidity with available cash + ABL availability falling below $70 million. LIQUIDITY AND DEBT STRUCTURE Pro-forma Capital Structure: OneSky plans to issue a new seven-year $425 million term loan B. The proceeds will be used to repay its existing $282 million term loan, to purchase aircraft off of operating leases, and to add cash to the balance sheet to fund future growth opportunities. The company maintains a $40 million ABL facility. The ABL maturity has been pushed out to four years after the closing date of the term loan. The ABL is subject to a borrowing base equal to 80% of eligible accounts receivable plus the lesser of 60% of eligible inventory or $24 million. The borrowing base calculation left One Sky with full availability under the ABL at June 30, 2019. As of YE 2018, total liquidity was $73 million, which consisted of $34 million in cash and equivalents plus $39 million available on the ABL. Liquidity as a percentage of revenue was 5.8%, which is weak compared to peers in the commercial airline business. However, liquidity requirements are different for OneSky since its primary operating costs (fuel, crews, etc.) are largely passed through to the customer. Fitch views its current liquidity levels as appropriate for the business model and believes that the company can manage through cyclical downturns with current cash levels. Debt maturities consist solely of required amortization under the term loan for the next several years. Fitch views the amortization payments as manageable, given the company's cash flow profile over the forecast period. SUMMARY OF FINANCIAL ADJUSTMENTS For GAAP purposes, revenue related to fractional sales is be recorded as deferred revenue and recognized over the term of the contract. Fitch has added this adjustment back to EBITDA to better reflect the actual performance of the business, recognizing fractional sales revenue when the sale occurs. The company's GAAP inventory impairment reflects depreciation on inventory (aircraft) as they are used. Fitch has treated this cost as depreciation. Similarly, additions to inventory (purchases of aircraft) are treated as capex. The company intends to use a portion of the TLB proceeds to purchase aircraft that are currently leased. This will reduce lease expense going forward, and Fitch has adjusted for this accordingly. ESG CONSIDERATIONS Fitch has applied a score of 4 to One Sky's energy management and governance structure factors within its ESG ratings, leading to an overall score of 4. Concerns around energy management stem from the potential for public/customer perception around private aviation to drive down demand as climate awareness and activism becomes more pronounced. Unlike commercial aviation, which Fitch views as more of a societal necessity, and which benefits from dense seating arrangements that reduce carbon emissions on a per seat basis, private aviation is viewed as a luxury item that could face a backlash if the public were to focus on the issue. The governance structure score reflects the 40% ownership by Directional Aviation, which is controlled by CEO Kenn Ricci and CFO Mike Rossi. There is also an element of key man risk as the CEO and CFO have worked closely together for more than 30 years and their loss could have a material impact on the company's operations. ONE SKY: Moody's Assigns B2 Corp. Family Rating, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to One Sky Flight, LLC in connection with the company's proposed refinancing transaction. Concurrently, Moody's assigned a B2 rating to One Sky's proposed $425 million first lien senior secured term loan. The outlook is stable. The proceeds from the new debt issuance will be used to refinance existing debt, purchase leased core aircraft for $38 million, fund $39 million purchase of aircraft that will be added to the fractional share program, and pay transaction fees and expenses. The remaining $53 million of cash will be available for general corporate purposes, including acquisition of aircraft from the fractional program to be used in the on-demand charter flight program. The company is expected to extend its $40 million asset-backed revolving credit facility, which will remain undrawn at closing. "OneSky's B2 CFR favorably considers the company's established market position in the highly fragmented and competitive U.S. private business aviation market, its portfolio of brands that captures demand across the entire aviation spectrum, significant contracted revenues from a diverse customer base, and limited balance sheet risk," said Moody's AVP-Analyst Oleg Markin. The private aviation market remains highly cyclical and regulated with industry-wide pilot shortages and presents challenges for new entrants. "Despite our expectation for moderate growth in global private jet travel, the company's aggressive use of debt to fund its growth capex, which limits free cash flow generation, will continue to negatively weigh on OneSky's rating," added Markin. Assignments: Issuer: One Sky Flight, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Gtd Senior Secured 1st lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: One Sky Flight, LLC Outlook, Assigned Stable The assigned ratings remain subject to Moody's review of the final terms and conditions of the proposed financing that is expected to close in December 2019. RATINGS RATIONALE OneSky's B2 CFR reflects the company's operations in the highly fragmented, competitive and regulated private business aviation industry, aggressive growth strategy that relies on incremental debt issuance to support investments in aircraft, along with low profit margins in the fractional ownership business model which result in weak free cash flow generation. Demand for transportation by private jet is cyclical, with significant correlation to changes in GDP and wealth creation. Potential industry shifts, away from fractional ownership to on-demand charter solutions could impair the company's financial results. OneSky continues to ramp up capital investments to expand its controlled on-demand charter flight business as well as scaling its European operations, which will create a drag on its cash flows through 2020. OneSky's pro forma debt-to-EBITDA (Moody's adjusted) of 4.6x as of June 30, 2019, is relatively high considering the company's business risk profile. Earnings and cash flows are not expected to improve materially in 2020 due to high levels of spend required to scale the European and on-demand charter businesses. As such, Moody's expects debt-to-EBITDA (Moody's adjusted) to remain in the mid-4.0x range over the next 12-18 months and (CFO-maintenance capex) to gross debt (Moody's adjusted) to be in the high-single digit percentages. Nevertheless, the rating is supported by the company's established market position behind NetJets, in the largest private aviation market in the world, offering fractional sales and leasing, prepaid charter services and on-demand charter solutions. OneSky's brand portfolio, which includes Flexjet, Sentient Jet, Private Fly and Sirio, captures demand across the entire aviation spectrum allowing customers to choose private flight solutions that best serve their need. The company's long-term contracted nature of fractional sales and lease combined with the asset-lite model (approximately 77% of total revenue as of June 2019 LTM) provides some protection in the downturn. The private aviation industry is highly regulated and requires significant upfront investment to build fleets or establish relationships across suppliers and operators, creating high barriers for potential new entrants. OneSky's footprint and strong de-unionized pilot relationships is a competitive advantage that further solidifies its market position. The rating is further supported by Moody's expectation for continued positive industry fundamental in the global private aviation market. The stable outlook reflects Moody's expectation for mid-teen percentage revenue growth and stable EBITDA over the next 12-18 months, with higher investment spending to scale its on-demand charter and European businesses. Moody's expects debt-to-EBITDA (Moody's adjusted) to remain in the mid-4.0x range and the company to maintain at least adequate liquidity. Environmental, governance and social risks for OneSky exist in the form of moderate environmental and social risks related to the operation of flight services that use fuel and place carbon into the environment as well as risks around passenger and pilot safety practices. Governance risks exist in the form of an aggressive financial strategy under ownership by a financial sponsor choosing to operate with a highly levered capital structure. Moody's expects OneSky's to have adequate liquidity over the next 12-15 months. Sources of liquidity consist of closing balance sheet cash of approximately $80-85 million, Moody's expectation for annual free cash flow of $60-65 million (before growth capex) in 2020 along with full availability under the proposed $40 million ABL revolver expiring in 2024. These cash sources provide adequate coverage of $11.875 million of required annual term loan amortization, paid quarterly. There are no financial maintenance covenants under the term loan but borrowings under the ABL credit agreement are subject to a maximum total leverage and minimum fixed charge coverage ratio maintenance covenants with quarterly step-downs. The covenant cushion will be set at 25-30% at closing. The ratings could be downgraded if industry challenges, market share erosion or competitive pricing pressures lead to lower than expected revenue growth or margin compression. Liquidity deterioration, a large debt-funded acquisition or shareholder distribution could also pressure the ratings. Quantitatively, the rating could be downgraded if the company's debt-to-EBITDA (Moody's adjusted) is sustained above 5.5x on other than a temporary basis or free cash flow (before growth capex) to debt in the low single digit percentages. Moody's could upgrade the ratings if OneSky profitably grows its scale and diversity, maintains debt-to-EBITDA (Moody's adjusted) below 4.0x. The upgrade will also require the company to sustain free cash flow (before growth capex) to debt in excess of 15% and commit to maintain conservative financial policies. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Cleveland, OH, OneSky is a full-service global business aviation provider that serves corporate and high net worth individuals. The company offers a range of services that include fractional aircraft sales, fractional aircraft leasing, prepaid jet cards, on-demand charter and aircraft management services in the United States and Europe. The company owned and managed fleet consisting of 166 aircraft as of June 30, 2019, including small cabin, mid/super-mid and large cabin/ultra long-range. The company is majority owned by management (through Directional Aviation), Eldridge Industries, LLC, Resilience Capital Partners, as well as other co-investors. The company is expected to generate gross revenue of approximately $1.7 billion in 2019. PERKINS TIMBER: Plan Proposes Monthly Payments for 6 Years ---------------------------------------------------------- Perkins Timber Harvesting, LLC, filed a Chapter 11 Plan and Disclosure Statement. This is a reorganizing plan. The Debtor seeks to accomplish payments under the Plan by paying creditors regular payments from net business income from logging operations as outlined in the Plan. The Effective Date of the Plan is Dec. 30, 2019. Under the Plan, secured creditors will be paid in full, with interest of 6.5%, over time, for a period of 24 months to 72 months. All secured creditors will be paid in full by the end of the sixth year of the Plan. Holders of general unsecured claims will receive a monthly pro rate share of payments contributed towards general unsecured claim. The Department of Agriculture filed a claim (number 14) in the amount of $33,083.07. The Debtor intends to pay this claim, with court approval, outside of the plan as fast as possible. Payment of this claim will allow the Debtor to secure another logging contract in the spring of 2020 and generate revenue to pay other debts. After paying secured and priority debts, the general unsecured claims will begin receiving the remainder of the plan payment in month 44 beginning with a payment of $3,062.15. Payments will continue thereafter in months 45 through 72 at $4,807.00 per month. The Plan will be funded as follows: $33,083.07 of cash available on the Effective Date for payment of Claim Number 14 filed by the U.S. Dept. of Agriculture, pending Court approval. Projected net/disposable income of not less than $28,236.31 per month for a term of 60 months; $9,965.09 in months 61 through 72; and $7,553.45 in months 73 through 96. A full-text copy of the Disclosure Statement dated Nov. 1, 2019, is available at https://tinyurl.com/y37ezds2 from PacerMonitor.com at no charge. Attorneys for the Debtor: Pernell W. McGuire Aubrey L. Thomas 9 W. Cherry Ave, Suite B Flagstaff, AZ 86001 Tel. No.: (928) 779-1173 Fax No.: (877) 715-7366 Email: efile.dockets@davismiles.com About Perkins Timber Harvesting Founded in 1966, Perkins Timber Harvesting -- https://www.perkinstimberharvesting.com/ -- is family business that offers large scale mechanical timber harvesting, fire prevention thinning, and chipping operations. Perkins Timber is headquartered in Williams, Arizona. Perkins Timber Harvesting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-02519) on March 8, 2019. At the time of the filing, the Debtor disclosed $2,530,206 in assets and $2,215,954 in liabilities. Davis Miles McGuire Gardner, PLLC, is the Debtor's legal counsel. PGX HOLDINGS: S&P Lowers ICR to 'CCC' on Upcoming Debt Maturity --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on PGX Holdings Inc. (d/b/a Progrexion) to 'CCC' from 'CCC+'. The outlook is negative. The rating agency also lowered its issue-level ratings on the company's $380 million first-lien term loan to 'CCC+' from 'B-'and on the second-lien term loan to 'CC' from 'CCC-'. The recovery ratings on this debt are unchanged. The risk of distressed exchange has increased as operational underperformance and other headwinds persist. The downgrade reflects an increased risk of distressed restructuring, in which lenders receive less than was originally promised to them. PGX Holdings Inc.'s $380 million first-lien term loan matures on Sept. 29, 2020, making its outstanding $319 million balance current. Though the company has been engaged in conversations with its lenders, S&P believes that ongoing operational headwinds complicate its ability to avoid an out-of-court restructuring, distressed exchange, or bankruptcy. The negative outlook reflects S&P's view that given continued operational headwinds the company is unlikely to be able to refinance its upcoming term loan, and hence is vulnerable to a payment default, an out-of-court restructuring, or a bankruptcy filing, that the rating agency would consider as tantamount to a default under its criteria. The negative outlook also reflects Progrexion's narrow covenant cushion, which, in conjunction with weakening operating performance, could result in a technical default prior to maturity. "We could lower the rating if operational performance continues to deteriorate in the next quarter, such that we become increasingly convinced that a debt restructuring is imminent over the next six months. We could also lower the rating if the company fails to come to any agreement with lenders by at least six months prior to the term loan maturity," S&P said. Although unlikely given the current operating environment, S&P said it could revise the outlook to stable should PGX successfully address its near-term maturities and improve its cushion under the financial maintenance covenants such that the rating agency would no longer expect the company to face subsequent liquidity issues over the following 12 months. "Any positive rating action would also be predicated on our assessment that any potential outcomes of the CFPB litigation would be comfortably covered by available liquidity and not lead to a meaningful increase in leverage," S&P said. POWER SOLUTIONS: Delays Filing of Third Quarter Form 10-Q --------------------------------------------------------- Power Solutions International, Inc., said it is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2019, as its focus is on the preparation, finalization and audit or review, as applicable, of the Company's financial statements to be included in its Annual Report on Form 10-K for the year ended Dec. 31, 2018. The delay in filing the 2018 10-K is a consequence of the time and effort necessary to complete the remaining delinquent financial statements following the Company's filing on May 16, 2019, of certain restated and then delinquent financial statements in the Company's Form 10-K for the year ended Dec. 31, 2017. The Company does not expect to file the Form 10-Q for the period ended Sept. 30, 2019 on or before the expiration of the five calendar day extension period provided in Rule 12b-25(b). The Company plans to file the Form 10-Q as soon as practicable following the completion of the 2018 10-K. The Company's net sales for the three and nine months ended Sept. 30, 2019 were approximately $137 million and $392 million, respectively. Net sales results for the three months ended Sept. 30, 2019 are virtually unchanged versus the prior year, reflective of a strong improvement within the energy end market and a nominal improvement in the transportation end market, offset by a decline in the industrial end market, as compared to the same period in 2018. For the nine months ended Sept. 30, 2019, the Company's net sales results are above the prior year and reflect improvements across the energy and transportation end markets, coupled with a nominal decline within the industrial end market. Results of operations for the three and nine months ended Sept. 30, 2019 were impacted by significant third-party professional fees related to, among other items: (i) ongoing efforts to complete prior-period financial statements, (ii) audit fees related to prior-period financial statements, (iii) the previously disclosed governmental investigations, and (iv) internal control remediation efforts. Additionally, the Company incurred significant expenses for product development activities in support of the Company's long-term growth objectives, and for post-employment costs for certain former employees. The Company's total debt obligations were approximately $92 million at Sept. 30, 2019, a decrease of approximately $18 million as compared with total debt at Dec. 31, 2018. The decline in debt includes the net impact of customer prepayments of approximately $11 million. The net sales data is preliminary and has not been reviewed by the Company's independent registered public accounting firm and is subject to change. Until it has finalized and filed its financial statements for all periods subsequent to Dec. 31, 2017, including the quarter ended Sept. 30, 2019, the Company is unable to provide comparative period financial results and report its final results. Upon such finalization, the Company will be in a position to provide a reasonable estimate of its financial results for the period. About Power Solutions Headquartered in Wood Dale, Illinois, Power Solutions International, Inc. designs, engineers, and manufactures emissions-certified, alternative-fuel power systems. PSI provides integrated turnkey solutions to global original equipment manufacturers in the industrial and on-road markets. The Company's unique in-house design, prototyping, engineering and testing capacities allow PSI to customize clean, high-performance engines that run on a wide variety of fuels, including natural gas, propane, biogas, gasoline and diesel. Power Solutions reported a net loss available to common stockholders of $85.47 million for the year ended Dec. 31, 2017, a net loss available to common stockholders of $47.47 million for the year ended Dec. 31, 2016, and a net loss available to common stockholders of $2.89 million for the year ended Dec. 31, 2015. As of Dec. 31, 2017, Power Solutions had $247.02 million in total assets, $214.85 million in total liabilities, and $32.17 million in total stockholders' equity. BDO USA, LLP, in Chicago, Illinois, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses from operations and significant uncertainties exist about the Company's ability to refinance, extend, or repay outstanding indebtedness, the circumstances of which raise substantial doubt about the Company's ability to continue as a going concern. PRESTIGE BRANDS: Moody's Alters Outlook on B2 CFR to Positive ------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Prestige Brands, Inc.'s to positive from stable. At the same time, Moody's affirmed Prestige's Corporate Family Rating at B2, its Probability of Default at B2-PD and its senior secured term loan at Ba3. Moody's also upgraded Prestige's existing senior unsecured notes to B3 from Caa1. Concurrently, Moody's assigned a B3 rating to the company's proposed $400 million unsecured notes due 2028. Proceeds from the new notes will be used to refinance the company's existing $400 million notes due 2021. Prestige's Speculative Grade Liquidity Rating remains at SGL-2. The rating outlook is positive. The change in the rating outlook to positive from stable reflects Moody's view that Prestige's financial leverage will continue to improve over time with debt to EBITDA dropping below 5.0x over the next 12-18 months. The outlook also reflects Moody's belief that the company will not engage in large debt financed acquisitions for the foreseeable future. Prestige will continue to generate flat to low-single digit organic revenue growth. The affirmation of the B2 CFR reflects Moody's expectation that financial leverage will remain high at 5.5x, though improve by about ½ turn to about 5.0x over the next 12 months. It also reflects Moody's expectation that Prestige's operating performance will remain stable. The upgrade of the existing unsecured note ratings by one notch to B3 from Caa1 reflects the shift in the debt mix toward unsecured debt as the company continues to pay down its secured term loan. This shift enhances recovery prospects for unsecured debt in the event of a default. Ratings Affirmed: Prestige Brands Inc. Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior Secured term loan due 2024 at Ba3 (LGD2) Ratings Upgraded: Prestige Brands Inc. $400 million unsecured notes due 2021 to B3 (LGD5) from Caa1 (LGD5); to be withdrawn upon close $250 million unsecured notes due 2024 to B3 (LGD5) from Caa1 (LGD5) $350 million unsecured notes due 2024 to B3 (LGD5) from Caa1 (LGD5) Ratings Assigned: Prestige Brands Inc. $400 million unsecured notes due 2028 at B3 (LGD5) The rating outlook is positive RATINGS RATIONALE Prestige's B2 Corporate Family Rating reflects the company's strong and stable cash flow from diverse over the counter ("OTC") branded products. The company's products are generally among the leading brands in their respective niche categories and largely allow consumers to treat common, recurring ailments. Prestige's branded products typically have long commercial histories and have built broad appeal and trust among consumers. The company's outsourced manufacturing creates a variable cost structure and limits the need for sizable capital spending, which favorably contributes to cash flow stability. That said, the company operates in mature categories with flat-to-low single-digit organic growth. In addition, Prestige's modest scale as compared to large diversified consumer peers and OTC business focus create greater relative exposure to category competition and concentrated retail distribution. In terms of environmental, social and governance considerations, the most relevant factor for Prestige's ratings are governance considerations related to its financial policies. The company's financial leverage is high, a byproduct of past debt financed acquisitions. However Moody's expects event risk to be moderate as it does not expect Prestige to engage in any large debt financed acquisitions for the foreseeable future. Moody's expects the company's credit metrics to improve over the next 12-18 months, supported by modest earnings growth and solid free cash flow. The ratings could be downgraded if Prestige's operating performance deteriorates, or if the company's financial policies become increasingly aggressive, including large debt funded acquisitions or shareholder returns. Additionally, Moody's could downgrade the ratings if the company's liquidity deteriorates or if debt to EBITDA is sustained above 6.0x. The ratings could be upgraded if Prestige demonstrates positive business momentum, sustains strong profitability and cash flow, and continues to maintain solid liquidity. Prestige would also need to exhibit a more conservative financial policy such that debt to EBITDA is sustained below 5.0x times. Prestige Consumer Healthcare, Inc., headquartered in Tarrytown, New York, manages and markets a broad portfolio of branded over-the-counter (OTC) healthcare and household cleaning products. The company generates about $950 million in annual revenue. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. PROFESSIONAL RESOURCES: Seeks to Hire Memory Memory as Counsel -------------------------------------------------------------- Professional Resources Management of Crenshaw, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to hire Memory Memory & Causby, LLP as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the preparation of a reorganization plan and negotiations with its creditors. The firm's hourly rates are: Von Memory $375 Stuart Memory $275 William Wesley Causby $275 Paralegals $100 Memory received a retainer in the amount of $22,000. The firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: William Wesley Causby, Esq. Memory Memory & Causby, LLP P.O. Box 4054 Montgomery, AL 36103 Tel: 334-834-8000 Email: wcausby@memorylegal.com About Professional Resources Management Founded in 2005, Professional Resources Management of Crenshaw, LLC, provides general medical and surgical hospital services. Crenshaw Community Hospital has 65 beds and offers a range of diagnostic, therapeutic, emergency and surgical services. Professional Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 19-33272) on Nov. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case has been assigned to Judge William R. Sawyer. Memory Memory & Causby, LLP, is the Debtor's legal counsel. QUORUM HEALTH: S&P Lowers ICR to 'CCC-'; Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Brentwood, Tenn.-based Quorum Health Corp. to 'CCC-' from 'CCC'. At the same time, S&P lowered the issue-level rating on Quorum's senior secured debt to 'CCC-' from 'CCC'. S&P also lowered its issue-level rating on the senior unsecured debt to 'C' from 'CC'. The '3' recovery rating on the senior secured debt and '6' recovery rating on the unsecured debt are unchanged. The downgrade follows the company's revision of guidance due to the deterioration in revenue-cycle management ahead of the transition to R1 RCM, a slower-than-expected pace of divestitures, and greater prospects for a covenant violation and possible debt restructuring. The company has only divested two, and closed one, of the eight planned hospital divestitures for 2019. While S&P expects some improvement in operating results in the fourth quarter of 2019 (primarily from lower costs), the rating agency does not believe it will be sufficient to comply with its maximum secured net leverage covenant when it steps down in early 2020." The negative outlook reflects S&P's view that the company will require an amendment to its maximum secured net leverage covenant in early 2020, as well as its view that the company may have difficulty achieving an amendment given the significant cash outflows for interest on the unsecured debt. For this reason, S&P see heightened risk of debt restructuring over the next six months. "We could lower our rating on Quorum if we believe the company is at near-term risk of a distressed exchange or a restructuring. This could occur if the company is unable to achieve a covenant amendment in advance of its upcoming step-down, or if we see signs of deteriorating cash flow that could result in a near-term liquidity crisis," S&P said. "We could revise the outlook to stable if the company successfully implements its R1 RCM transition, portfolio rationalization and cost-reduction initiatives, providing us with greater confidence it will meet covenant requirements in the first quarter of 2020 and leading us to believe it can meet its debt obligations for at least the following year," the rating agency said. QURATE RETAIL: S&P Alters Outlook to Negative, Affirms 'BB' ICR --------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed all ratings on U.S. based video commerce and online retailer Qurate Retail Inc., including 'BB' issuer credit rating on Qurate and 'BBB-' issue-level rating on subsidiary QVC Inc.'s secured debt. Business execution issues leading to persistent weak performance though credit metrics currently remain commensurate with the ratings. The outlook revision reflects S&P's expectation that Qurate could struggle to reverse the decline in sales amid competitive challenges and industry headwinds. S&P believes Qurate was distracted with the HSN integration and had execution issues with the reorganization of its merchandise buying team.This contributed to a less attractive assortment of products, which resulted in a modest pullback in orders by repeat customers, who represent about 87% of total purchases. The company also ran into issues with its plans to optimize the fulfillment network, leading to a decline in customer service and increased costs to fix it. Following a continuation of trends in prior quarters, consolidated revenues declined 4% in third-quarter 2019. Still, EBITDA margin held steady at about 15.8% on a rolling 12-month-basis due to benefits from its cost-reduction efforts. S&P expects leverage to remain in the mid-3x area and believes the company would prudently prioritize business investment over shareholder returns. The negative outlook reflects S&P's expectation that operating performance will remain pressured over the next several quarters. S&P believes initiatives to improve operating trends, including naming a new head of QxH and stepped-up marketing efforts, could be challenged from intensifying competitive pressures and the rating agency's forecast for decelerating economic growth in the U.S. in the next year. "We would consider a downgrade if revenue continues to decline or leverage approaches 4x. This could occur from prolonged execution issues, competitive pressures, or macroeconomic headwinds, which could cause us to reassess our views of its business," S&P said. "Rating pressures could also arise if the company is aggressive with shareholder returns, for instance funding stock buybacks with additional debt while performance remains soft. We note that if we lower the issuer credit rating on Qurate, we would lower our issue-level ratings on QVC's secured debt to below investment grade," the rating agency said. S&P said it could revise the outlook to stable if Qurate resolves end-market issues by successfully executing its merchandise strategy such that the rating agency sees a path to sustainable revenue growth. It would also expect the HSN integration efforts to proceed smoothly and the company would remain on track to achieve its cost synergies. Under these scenarios, S&P would see leverage sustained comfortably below 4x. RAINBOW LAND: Exclusivity Period Extended Until Dec. 26 ------------------------------------------------------- Judge Bruce Beesley of the U.S. Bankruptcy Court for the District of Nevada extended the exclusive period for Rainbow Land & Cattle Company, LLC to file its Chapter 11 plan of reorganization to Dec. 26. The company's period to obtain confirmation of its proposed plan was extended to Feb. 24, 2020. About Rainbow Land & Cattle Company Rainbow Land & Cattle Company, LLC, a privately held company engaged in activities related to real estate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-50627) on May 30, 2019. The Debtor previously sought bankruptcy protection (Bankr. D. Nev. Case No. 12-14009) on April 4, 2012. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Bruce T. Beesley. The Debtor is represented by Holly E. Estes, Esq., at Estes Law, P.C. RECYCLING REVOLUTION: Seeks Authority to Use Cash Collateral ------------------------------------------------------------ Recycling Revolution, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral in order to continue the operation of its business. The Debtor and Newtek Small Business Finance, LLC, have already agreed to Debtor's continued use of cash collateral, subject to working out the language of a proposed draft order and subject to the Court's approval. The current outstanding amount owing under the obligations to Newtek is approximately $354,942, secured by equipment and collateral owned by only this Debtor and not RR3 Resources, LLC. The Debtor claims that Newtek will be adequately protected by virtue of the continued operations of its businesses and expenditure of cash on maintaining the business. As the Debtor continue its recycling operations, Newtek will be benefited from the Debtor's sale of goods and services related thereto in the ordinary course of the factory. Moreover, the expenditure of cash collateral on the preservation and maintenance of the Debtor's collateralized factory assets provide additional adequate protection to Newtek. A copy of the Motion is available for free at https://tinyurl.com/w55mvad from Pacermonitor.com About Recycling Revolution Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/-- is a recycling company specializing in low end, contaminated, and hard to handle materials. Recycling Revolution purchases all types of plastic, metal and electronic waste, including HDPE bottles, PET bottles, commingled bottles, and HDPE mixed rigid bottles. Recycling Revolution sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019. Judge Mindy A. Mora is assigned to the case. In the petition signed by its member/president, Robin Seskin, the Debtor disclosed $365,896 in assets and $9,318,956 in debt. MARSHALL GRANT, PLLC serves as Debtor's counsel. REGAL ROW FINA: Court Approves Cash Use Motion on Final Basis ------------------------------------------------------------- Judge Stacey G. Jernigan authorized Regal Row Fina, Inc., to use cash collateral on a final basis, pursuant to the budget. The Internal Revenue Service, as secured lender, is granted (a) valid, binding, enforceable, and perfected liens co-extensive with its prepetition liens in all property and assets of the Debtor, as well as (b) replacement liens and security interests, as adequate protection for the diminution in value of IRS interests. Moreover, the Debtor will pay IRS on the first day of the month $2,500, the application of which is subject to further Court order. The Court ruled that nothing in the Order will prime the liens of the taxing authorities. A copy of the Final Order is available at https://is.gd/YaB4Ra from PacerMonitor.com free of charge. About Regal Row Fina Regal Row Fina, Inc., sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-33060) in Dallas, Texas, on Sept. 11, 2019. Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. No trustee or examiner, nor an official committee has been appointed in the Debtor's case. REGIONAL HEALTH: Reports $3.6 Million Net Income for 3rd Quarter ---------------------------------------------------------------- Regional Health Properties, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income attributable to the Company's common stockholders of $3.56 million on $4.83 million of total revenues for the three months ended Sept. 30, 2019, compared to a net loss attributable to the Company's common stockholders of $6.42 million on $5.25 million of total revenues for the three months ended Sept. 30, 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss attributable to the Company's common stockholders of $1.99 million on $15.55 million of total revenues compared to a net loss attributable to the Company's common stockholders of $15.99 million on $16.55 million of total revenues for the nine months ended Sept. 30, 2018. As of Sept. 30, 2019, Regional Health had $114.37 million in total assets, $103.39 million in total liabilities, and $10.97 million in total stockholders' equity. General and administrative costs decreased 25.8%, to $730,000 for the three months ended Sept. 30, 2019, compared with $984,000 for the same period in 2018. General and administrative costs for the nine months ended Sept. 30, 2019 decreased by 7.3%, to $2.6 million, compared with $2.8 million for the same period in 2018. For the nine months ended Sept. 30, 2019 and 2018, general and administrative costs include $0.07 million and $0.1 million, respectively, of stock-based compensation expense. Interest expense decreased by $0.6 million, or 35.1%, to $1.2 million for the third quarter of 2019 compared with $1.8 million for the same period in 2018. Interest expense for the nine months ended Sept. 30, 2019, decreased by $0.1 million, or 1.3%, to $4.5 million compared to $4.6 million for the same period in 2018. The decrease is mainly due to the payoff of the Pinecone and Congressional Bank loans during the current period. Income from discontinued operations, net of tax, for the third quarter of 2019 was $101,000 compared to income from discontinued operations, net of tax, of $157,000 for the prior year period. For the nine months ended Sept. 30, 2019, income from discontinued operations, net of tax, was $411,000 compared to a loss from discontinued operations of $242,000 for the prior year period. Cash at Sept. 30, 2019, totaled $3.4 million compared with $2.4 million at Dec. 31, 2018. Current restricted cash at Sept. 30, 2019, totaled $1.1 million compared to $1.4 million at Dec. 31, 2018. Total debt outstanding at Sept. 30, 2019 amounted to $55.8 million compared with $81.3 million at Dec. 31, 2018 (net of $1.4 million and $1.5 million of deferred financing costs at Sept. 30, 2019 and Dec. 31, 2018, respectively). Business Update * Completed the sale of four skilled nursing facilities, two located in Oklahoma City, Oklahoma, one located in Attalla, Alabama, and one located in College Park, Georgia for a combined purchase price of $28.5 million and a pre-tax gain on the sale of approximately $6.5 million. * Repaid $21.3 million in outstanding debt due under the Pinecone Credit Facility and $3.8 million in outstanding debt due under the Quail Creek Credit Facility to extinguish all indebtedness related to the above-mentioned properties. * As a result of the above-mentioned sale, management is able to conclude that it is probable that the Company will be able to continue to meet its obligations arising within one year of the date of issuance of the third quarter 2019 consolidated financial statements within the parameters set forth in the accounting guidance. "We continue to make progress in stabilizing the Company's portfolio," stated Brent Morrison, Regional's chief executive officer. "During the quarter, the Company was able to shed some of its non-strategic business assets and repay nearly $25 million of current debt outstanding, which includes full repayment of the Pinecone and Congressional Bank loans, thus greatly improving the Company's overall balance sheet metrics while having minimal impact to monthly cash flow. The Company has already begun to refocus its efforts on the Company's more strategic assets, concentrated mostly in the south-east and mid-west United States, as well as work to come to a final resolution for the few remaining legacy lawsuits still outstanding." Management periodically monitors a number of facility performance metrics, including rent coverages both before and after management fees. In the third quarter of 2019, the Company's portfolio rent coverage before management fees was 1.4x and rent coverage after management fees was 1.0x. Occupancy and skilled mix for the Company's portfolio were 80.1% and 25.1% for the third quarter of 2019, respectively. These data exclude the impact of three managed facilities located in Ohio, five additional facilities located in Ohio and transitioned to a new operator on Dec. 1, 2018, one facility located in North Carolina and transitioned to a new operator on March 1, 2019, one facility located in Oklahoma and sold on Aug. 1, 2019, one facility located in Georgia and sold on Aug. 1, 2019, one facility located in Alabama and sold on Aug. 1, 2019, one facility located in Oklahoma and sold on Aug. 28, 2019, and two facilities located in Georgia and transitioned to Omega in the first quarter of 2019. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mv7RBb About Regional Health Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) -- www.regionalhealthproperties.com. -- is the successor to AdCare Health Systems, Inc., and is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional currently owns, leases or manages for third parties 24 facilities (12 of which are owned by Regional, nine of which are leased by Regional and three of which are managed by Regional for third parties). Cherry Bekaert LLP, in Atlanta, Georgia, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 16, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred a net loss of $11.9 million for the year ended Dec. 31, 2018, has an accumulated deficit of $118.2 million and negative working capital of $28.6 million with $20.2 million of long term-debt classified as current due to the Company's short-term forbearance agreement pursuant to noncompliance with certain covenants under the loan documents and the lender's ability to exercise default-related rights and remedies, including the acceleration of the maturity of such debt and a $4.1 million mortgage indebtedness maturing in June 2019, which raise substantial doubt about its ability to continue as a going concern. REMNANT OIL: Seeks to Extend Exclusivity Period to Jan. 12 ---------------------------------------------------------- Remnant Oil Company, LLC and Remnant Oil Operating, LLC asked the U.S. Bankruptcy Court for the Western District of Texas to extend the period to file a Chapter 11 plan to Jan. 12, 2020, and the period to solicit votes in favor of a plan to March 12, 2020. The companies need additional time to formulate a bankruptcy plan and present it to creditors and other concerned parties for consideration after the results of the sales are known. The companies have been pursuing a sale of their assets while working on a plan, the terms of which will depend in part on the effectuation of the sale process. About Remnant Oil Company Remnant Oil Company, LLC -- https://www.remnantoil.com -- was formed specifically to acquire and exploit conventional oil and gas assets within the Permian Basin. Remnant Oil Operating currently owns and operates 480 wells and a leasehold portfolio of 47,162 gross acres in Eddy, Lea, and Chaves counties, New Mexico. Remnant subdivides this leasehold into two groups of properties: the Caprock properties and the non-Caprock properties. Remnant Oil Company and Remnant Oil Operating filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-70106) on July 16, 2019. The petitions were signed by E. Will Gray II, chief executive officer. At the time of the filing, Remnant Oil Company estimated $10 million to $50 million in both assets and liabilities while Remnant Oil Operating estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Bernard R. Given, II, Esq., at Loeb & Loeb LLP, represents the Debtors as counsel. RILEY DRIVE: Gets Cash Collateral Approval Thru Dec. 18 ------------------------------------------------------- Riley Drive Entertainment XV, Inc., sought and obtained Judge Dale L. Somers' approval to use cash collateral for the period from Oct. 29, 2019 through Dec. 18, 2019, on a temporary basis, in order to continue its operations, acquire goods and services, and pay other necessary and ordinary business expenses, as well as pay U.S. Trustee fees owed. The Court-approved budget provides for $231,183 in total expenses for Nov. 2019, including food and beverage costs, and payroll both for $87,063. A copy of the budget and the Order can be accessed at https://is.gd/7m3qyy from PacerMonitor free of charge. Interested parties -- (i) Oakstar Bank, (ii) Itria Ventures LLC, and (iii) Landmark National Bank -- are each granted replacement security interest in all post-petition property of the Debtor to the extent of the diminution of each of the Interested Parties' interest existing from the Petition Date. The Interested Parties are also granted an administrative expense claim to the extent that the replacement liens prove inadequate to cover the diminution of their interest in the cash collateral. An evidentiary hearing on the Motion will be held on Dec. 17, 2019 at 1:30 p.m. (CST). About Riley Drive Entertainment Riley Drive Entertainment XV, Inc. -- http://rileydrive.com/-- dba Saints Lenexa is a hospitality and management company. Founded by Marc Mundt and Scott Anderson in 2005, the Company owns and operates numerous restaurants and bars in the Des Moines and Kansas City metro areas. The Debtor filed a Chapter 11 petition (Bankr. D. Kan. Case No. 19-41328) on October 29, 2019 in Topeka, Kansas. On the date of filing, the Debtor was estimated with assets between $100,000 to $500,000, and liabilities between $1 million to $10 million. The petition was signed by Scott Anderson, president. Judge: Hon. Dale L. Somers presides the Debtor's case. MCDOWELL, RICE, SMITH & BUCHANAN, PC is the Debtor's attorney. RIVER HIGHLANDS: HMP Completes Receivership Engagement ------------------------------------------------------ Healthcare Management Partners, LLC (HMP) successfully executed its role as receiver for River Highlands, an assisted living facility located in Hoover, Ala. HMP controlled and administered the facility following its appointment as receiver by the Jefferson County Court Circuit on January 9, 2019. Before the execution of a stalking horse auction (a beneficial approach regularly utilized by HMP in its receivership role), River Highlands' borrower was able to obtain additional financing and paid off the bonds and expenses of the receivership in full. With this successful result, HMP's receivership was completed on October 4, 2019. "The receivership process again has paid off for investors, residents and communities," said Derek Pierce, managing director at HMP who served as the receiver of the facility. "As receiver, we believe we were able to strengthen the operations, management and care at River Highlands, providing stability while the borrower sought to secure additional financing. This is a great long-term result for stakeholders." HMP, working with partners at the Waller law firm, has now successfully completed the receivership process for 14 assisted living facilities in four different states over the last two years. This has typically resulted in improved operations at the facilities and asset sales utilizing a stalking horse process, which has been a catalyst for quickly and effectively returning funds to investors. "Acting as receiver, we believe we have carefully developed a formula that improves outcomes for investors while appropriately improving operations at facilities," added Mr. Pierce. In addition to Pierce, the HMP team included Lauren Douglas, Claire Roebuck, and Anthony Jordan. The Waller team was led by Ryan Cochran, Blake Roth, and Kristen Larremore. ROBERT GUNVILLE: Selling Two Parcels of Real Estate for $218K ------------------------------------------------------------- Robert Richard Gunville, Jr. and Judith Marie Gunville ask the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of the following two parcels of real estate: (i) situated in the Township of Sagola, Dickinson County, State of Michigan to Scott Trevillian and Kevin Trevillian for $18,000; and (ii) situated in the Township of Grant, Keweenaw County, State of Michigan to James Richardson for $200,000. The Debtors and the Buyers have executed the Purchase Agreements, subject to the approval of the Court, in order to consummate the sales. The net proceeds of the sale of the Real Estate to the Trevillians will be paid at closing to Dickinson County for payment of delinquent real estate taxes and the balance of the proceeds to Chippewa Valley Bank, which holds the first lien on the Real Estate. The net proceeds of the sale of the Real Estate to Richardson will be paid at closing to Keweenaw County for payment of delinquent real estate taxes and the balance of the proceeds to Chippewa Valley Bank, which holds the first lien on the Real Estate. The Debtors believe that the sale is in the best interest of their creditors due to the fact that the Properties are not necessary to their continued operations and sale of the Properties will be provided for in the Chapter 11's plan which the Debtors will be filing in the near future. Other lienholders on the Real Estate being sold include Kinetic Leasing and the Internal Revenue Service. The sales will be free and clear of all liens, claims, and interests. Any liens, claims, and interests over the Properties will attached to the proceeds of the sale. A copy of the Agreements attached to the Motion is available at https://tinyurl.com/ss9mksf from PacerMonitor.com free of charge. Counsel for the Debtors: Rozanne M. Giunta, Esq. WARNER NORCROSS + JUDD LLP 715 E. Main Street, Suite 110 Midland, MI 48640 Telephone: (989) 698-3758 E-mail: rgiunta@wnj.com Robert Richard Gunville, Jr. and Judith Marie Gunville sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 19-90217) on Oct. 21, 2019. The Debtors tapped Rozanne M. Giunta, Esq., and Elisabeth M. Von Eitzen, Esq., at Warner Norcoss & Judd LLP as counsel. ROYALE ENERGY: Posts $2.12 Million Net Income in Third Quarter -------------------------------------------------------------- Royale Energy, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income attributable to common shareholders of $2.12 million on $635,388 of total revenues for the three months ended Sept. 30, 2019, compared to net income attributable to common shareholders of $661,884 on $873,693 of total revenues for the three months ended Sept. 30, 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss attributable to common shareholders of $1.35 million on $2.03 million of total revenues compared to a net loss attributable to common shareholders of $20.11 million on $2.39 million of total revenues for the same period during the prior year. As of Sept. 30, 2019, the Company had $21.81 million in total assets, $20.67 million in total liabilities, and $1.14 million in total stockholders' equity. Liquidity and Going Concern The Company has had recurring operating and net losses and cash used in operations and the consolidated financial statements reflect a working capital deficiency of $5,662,446 and an accumulated deficit of $73,652,310. The Company said these factors raise substantial doubt about its ability to continue as a going concern. Royale Energy said, "We anticipate that our primary sources of liquidity will be from the sale of oil & gas in the course of normal operations, the sale of oil and gas property, sales of participation interest and possible issuance of debt and/or equity. If the Company is unable to generate sufficient cash from operations or financing sources, it may become necessary to curtail, suspend or cease operations, sell property, or enter into financing transaction(s) on less favorable terms; any such outcomes could have a material adverse effect on the Company's business, results of operations, financial position and liquidity. Additionally, management has, and plans to continue, to increase revenue and reduce overhead and Lease Operating Expense (LOE) costs. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/V5q0zk About Royale Energy Royale Energy, Inc. (OTCQB: ROYL) -- http://www.royl.com/-- is an independent exploration and production company focused on the acquisition, development, and marketing of oil and natural gas. The Company has its primary operations in California's Los Angeles and Sacramento Basins. SingerLewak LLP, in Denver, Colorado, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. Royale Energy reported a net loss of $23.50 million in 2018 and a net loss of $2.42 million in 2017. As of June 30, 2019, the Company had $22.45 million in total assets, $23.72 million in total liabilities, and a total stockholders' deficit of $1.26 million. S.A.S.B. INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of S.A.S.B., Inc., according to court dockets. About S.A.S.B. Inc. Based in Okeechobee, Fla., S.A.S.B., Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23357) on Oct. 4, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge Erik P. Kimball. Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L. is the Debtor's counsel. SABERT CORP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to Sabert Corp. (Sabert), a New Jersey-based consumer packaging company. At the same time, S&P is assigning its 'B' issue-level rating and '3' recovery rating to Sabert's proposed $717.5 million senior term loan B due in 2026. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery of principal in the event of a payment default. S&P's 'B' issuer credit rating on Sabert reflects its narrow focus of operations within the North American food service packaging subsector and high leverage, partially offset by solid EBITDA margins relative to peers and exposure to stable end markets. The stable outlook on Sabert reflects S&P's expectation that the company will continue to grow revenue and earnings through volume expansion and will eventually realize cross-selling opportunities with its acquisition of LBP Holdings LLC. S&P also expects EBITDA margins to expand gradually as Sabert executes on these opportunities and executes on synergies. In this scenario, the rating agency expects adjusted debt-to-EBITDA leverage to improve towards the low 5.0x area by 2020. "We could lower our rating on Sabert if economic weakness and reduced demand for its products hampers its pricing and volumes. In this scenario, debt leverage at the pace we expect and its adjusted debt-to-EBITDA would remain elevated above 6.5x with limited prospects for improvement," S&P said. S&P could also lower its rating if unexpected cash outlays related to capital expansion or shareholder rewards deplete Sabert's liquidity, or sustained negative free cash flow, causing its cash balances and revolver availability to decline significantly. "We could raise our rating on Sabert if we came to expect the company's adjusted debt-to-EBITDA ratio to improve to 4.5x on a sustained basis and we came to believe that the owner is committed to maintaining financial policies that will support this improved level of leverage," S&P said, adding that it would also need to see diversification across product categories and greater stabilization of the company's EBITDA margin profile as a result of continued operational improvements. SHADDEN LLC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on Nov. 14, 2019, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Shadden LLC. About Shadden LLC Shadden LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-18726) on Oct. 8, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case has been assigned to Judge Kimberley H. Tyson. The Debtor tapped Keri L. Riley, Esq., at Kutner Brinen, P.C. as its legal counsel. SHAYAN LOBAT: Melamed Buying Beverly Hills Property for $3 Million ------------------------------------------------------------------ Shayan Shirin Lobat filed with the U.S. Bankruptcy Court for the Central District of California a notice of the proposed sale of the real property located at 9007 Alto Cedro, Beverly Hills, California to Sepehr Melamed, according to the terms and conditions set forth in the purchase contract dated Oct. 30, 2019, for $3.015 million cash, or alternatively to a higher bidder. A hearing on the Motion is set for Dec. 3, 2019 at 11:00 a.m. The contract is filed concurrently with the Notice. The Estate property to be sold is subject to a mortgage in favor of Mr. Cooper in the approximate amount of $1.7 million and arrears of approximately $120,000. The mortgage will be paid in full. Escrow will also pay the outstanding property taxes in the approximate sum of $13,000. The broker commissions on the sale in the sum of 2.5% is in the amount of $75,375 to Rodeo Realty. Other costs related to the sale can be discerned from the Estimated Closing Statement are in the approximate sum of $32,000. he sale is estimated to result in $1,074,625 in net benefit to the Debtor's Bankruptcy Estate allowing the Debtor to pay the unsecured creditors who filed proper claims and with the Debtor being able to receive money for her relocation. The claims in the case are $29,055. The $150,000 of the proceeds of the sale will be kept in Escrow pending the confirmation of the Chapter 11 plan in the case and the determination of the exact tax consequences of the sale which are believed to be approximately $110,000. The Debtor moves to sell the Property free and clear of all liens and other interests, including but not limited to the liens of $1.82 million. Further, she moves to sell the Property "as is" without any warranties or representations and without the Debtor or her Bankruptcy Estate paying for any repairs or remediation of the Property. The Debtor went through a divorce. Her former husband was supposed to pay the arrears on the mortgage and pay support which would have allowed her to stay in her home. Since the former husband violated the family court order, the Debtor was forced to sell her residence to pay her creditors. The Debtor, using her business judgment believe it is in her best interest and the creditors' best interest to sell the Property. Additionally, the Debtor will be able tonet proceeds in approximately $935,569 in order to pay her creditors and to use the balance to relocate. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/wtqjufv Shayan Shirin Lobat sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-19705) on Aug. 21, 2018. The Debtor tapped Stella A. Havkin, Esq., at Havkin & Shrago, as counsel. SHOPPINGTOWN MALL NY: Seeks to Hire Maksin & Maksin as Accountant ----------------------------------------------------------------- Shoppingtown Mall NY LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire an accountant. In an application filed in court, the Debtor proposes to employ Maksin & Maksin CPA to provide accounting and financial services, and pay the firm at these hourly rates: Partner $500 Senior Manager $450 Manager $300 Senior Associate $200 Associate $150 Steven Maksin, a certified public accountant, assures the court that his firm represents no interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Steven V. Maksin, CPA Maksin & Maksin Cpas Pllc 155 Oceana Drive East Apartment 4i Brooklyn, NY 11235 Phone: (718) 223-1881 About Shoppingtown Mall NY Shoppingtown Mall NY LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Shoppingtown Mall NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million, and liabilities of between $10 million and $50 million. The case is assigned to Judge Carlota M. Bohm. Bernstein-Burkley, P.C., is the Debtor's counsel. SILVER CREEK: Nov. 21 Auction of Assets Set ------------------------------------------- Judge Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas authorized Silver Creek Investments, LLC's bidding procedures in connection with the sale of assets at auction. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 18, 2019 at 4:00 p.m. b. Initial Bid: The Debtors, with the consent of MidCap Funding XVII Trust and in consultation with the Committee may designate a bidder (including MidCap, which would take the form of a credit bid) to be a "stalking horse bidder" prior to the Bid Deadline. c. Deposit: $100,000 made payable to Robert O. Lampl, as Escrow Agent for the Debtor. For Late Bidder, the Late Bid Earnest Money is $150,000. d. Auction: An auction will be conducted on Nov. 21, 2019, at 11:00 a.m., before the Hon. Thomas P. Agresti, 5430 US Steel Tower, 600 Grant Street, Pittsburgh, PA 15219. e. Bid Increments: $50,00 f. Sale Hearing: Nov. 18, 2019 at 4:00 p.m. g. Closing: The Successful Bidder will close on the purchase of the assets of the Debtor within 14 days of the entry of an Order approving the sale being entered by the Court. h. Midcap will be deemed a Qualified Bidder with respect to its rights to credit bid the amount of its outstanding prepetition debt, plus all accrued post-petition interest and other amounts owed. Nothing in the Order will affect or alter the Challenge period provided for in the Cash Collateral Order dated Aug. 1, 2019, as amended on Oct. 3, 2019 and Oct. 17, 2019. i. The assets will be sold "as is, where is," free and clear of all liens, claims, interests, and encumbrances. About Silver Creek Investments Silver Creek Investments, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34633) on Dec. 3, 2016. The petition was signed by Alfred Herron, managing member. At the time of filing, the Debtor had assets and liabilities estimated at $1 million to $10 million each. The case is assigned to Judge Barbara J. Houser. The Debtor is represented by Marilyn D. Garner, Esq., at the Law Office of Marilyn D. Garner, PLLC. SIZMEK INC: Given Until Jan. 13 to Solicit Plan Acceptances ----------------------------------------------------------- Judge Stuart Bernstein of the U.S. Bankruptcy Court for the Southern District of New York extended the period during which Sizmek Inc. and its affiliates can solicit acceptances for its Chapter 11 plan to Jan. 13, 2020. About Sizmek Inc. Sizmek Inc. is an online advertising campaign management and distribution platform for advertisers, media agencies and publishers. Sizmek Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10971) on March 29, 2019. Judge Stuart M. Bernstein oversees the case. Justin R. Bernbrock, Esq., at Kirkland & Ellis LLP, is the Debtor's counsel. On April 17, 2019, the U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Sizmek Inc. and its affiliates. The committee retained Seth Van Aalten, Esq., Michael Klein, Esq., Robert Winning, Esq., and Lauren Reichardt, Esq., at Cooley LLP, in New York. SOUTHCROSS ENERGY: Exclusivity Period Extended to Jan. 27 --------------------------------------------------------- Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware extended the period during which only Southcross Energy Partners, L.P. and its affiliates can file a Chapter 11 plan to Jan. 27, 2020. The companies can solicit acceptances for the plan until March 26, 2020. About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a publicly traded company that provides midstream services to natural gas producers and customers, including natural gas gathering, processing, treatment and compression, and access to natural gas liquid (NGL) fractionation and transportation services. It also purchases and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama, and include two cryogenic gas processing plants, a fractionation facility and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross Energy is headquartered in Dallas, Texas. Southcross Energy Partners and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10702) on April 1, 2019. The Debtors disclosed total assets of $610.4 million and total liabilities of $614.3 million as of April 1, 2019. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez & Marsal as financial advisor; Evercore Group LLC as investment banker; and Kurtzman Carson Consultants LLC as notice and claims agent and administrative advisor. ST. JUDE NURSING: Court OKs Agreed Termination of Ombudsman ------------------------------------------------------------ Judge Thomas J. Tucker on Nov. 7, 2019, approved a stipulation terminating the appointment of the patient care ombudsman for St. Jude Nursing Center, Inc. Deborah L. Fish was appointed as Patient Care Ombudsman in the Debtor's Chapter 11 bankruptcy case on Nov. 8, 2018. On April 4, 2019, the Court entered an Order Authorizing the Sale of Certain Assets of Debtor to Livonia SNF Operating, LLC and Granting Related Relief. On June 2, 2019, the Court entered an Order Authorizing the Sale of Real Estate to Livonia Healthcare Real Estate, LLC and Granting Related Relief. On Sept. 20, 2019, the Ombudsman filed a report advising the court that the Debtor has entered into a voluntary closure plan which was approved by the regulatory agencies of the State of Michigan. On Sept. 29, 2019 and Oct. 24, 2019, the Ombudsman filed reports delineating the status of the Debtor’s closure process. As reported in the Oct. 24, 2019 report, all of the residents have been transitioned to other facilities and the facility is closed. As the services of the Patient Care Ombudsman are no longer necessary, Ms. Fish signed a stipulation with the U.S. Trustee terminating the appointment of a patient care ombudsman. The Ombudsman can be reached at: Deborah L. Fish Patient Care Ombudsman 1001 Woodward Ave, Suite 850 Detroit, MI 48226 E-mail: dfish@allardfishpc.com Tel: (313) 961-6141 A full-text copy of the Stipulated Order is available at https://tinyurl.com/qr2oxkjfrom PacerMonitor.com at no charge. About St. Jude Nursing St. Jude Nursing Center is a privately owned and licensed long-term skilled nursing facility located at 34350 Ann Arbor Trail,Livonia, Michigan 48150. The Facility consists of 64 licensed beds, located within the Debtor-owned facility. The Facility offers services such as skilled nursing care, hospice care,Alzheimer's and dementia patient care, physical rehabilitation, tracheal and enteral services, wound care, and short-term respite care. The Company previously sought bankruptcy protection on Feb. 18,2016 (Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr. E.D. Mich. Case No. 12-43956). St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented by Jeffrey S. Grasl, Esq., in Farmington Hills,Michigan. In the petition signed by Bradley Mali, president, the Debtor was estimated to have $500,000 to $1 million in assets, and $1 million to $10 million in liabilities as of the bankruptcy filing. STB LTD: Under Receivership; Hilco to Market Patents ---------------------------------------------------- Hilco Streambank, an advisory firm specializing in the sale of intellectual property assets and related tangible property, has been retained to market for sale a patent portfolio supporting the STB-FAST wound care technology platform, as well as related trademarks, trade secrets and specialized equipment used in the production of the wound care dressing product. Resource Transition Consultants LLC has been appointed as the receiver for STB Ltd. and is represented by Foster Garvey PC as counsel. STB Ltd. developed a patented method and product designed to stop severe bleeding with a wide range of applications, including use in the battlefield, in surgery and in trauma situations. The patented technology is superior to other products on the market, providing expanded viability, versatility and decreased mortality rate among life-threatening trauma patients. Additionally, the technology is resorbable by the human body, eliminating the need for secondary surgeries to remove dressing particles. The U.S. Army Institute of Surgical Research has hailed the STB Dressing(R) technology as "a giant leap forward in hemorrhage control." Gabe Fried, CEO of Hilco Streambank remarked, "This platform represents a significant breakthrough in life-saving technology, and its versatility allows a buyer to address virtually all niches of the $3.3 billion global market for hemostatic agents." Mr. Fried added, "This is a complete platform solution from the production process through the application of the product. There is nothing else like this on the market currently." Offers for the assets are due on December 9, 2019. Interested parties should click here or contact Hilco Streambank directly using the contact information provided below. The assets of STB Ltd. are being sold in a receivership in the state of Washington. The sale is subject to approval of the court overseeing the STB Ltd. Receivership. Gabe Fried CEO gfried@hilcoglobal.com 617.458.9355 Richelle Kalnit Senior Vice President rkalnit@hilcoglobal.com 212.993.7214 Ben Kaplan Associate bkaplan@hilcoglobal.com 646.651.1978 TARGA RESOURCES: S&P Rates $750MM Senior Unsecured Notes 'BB' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to the proposed $750 million senior unsecured notes due in 2030 issued by Targa Resources Partners LP's (subsidiary of Targa Resources Corp.). The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The company intends to use net proceeds from this offering to repay borrowings under the credit facilities and for general partnership purposes. TASEKO MINES: S&P Lowers ICR to 'B-' on Weaker Credit Metrics ------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit and issue-level ratings on Taseko Mines Ltd. to 'B-' from 'B'. The downgrade primarily reflects the weaker prospects for Taseko's cash flow and credit measures through 2020. S&P expects Taseko will generate earnings and cash flow meaningfully below the rating agency's previous expectations, primarily following consecutive downward revisions to its copper price assumptions over the past year. Copper prices have declined steadily over the past year, with current prices around US$2.7/lb. Given the company's high cost structure, credit measures are highly sensitive to relatively modest changes in copper prices. This is evident in Taseko's performance in the year-to-date September 2019 period, generating C$33 million in EBITDA compared with C$72 million in the prior-year period. S&P's leverage estimates also incorporate the expectation for debt to increase as the company progresses with its Florence development project. Based on its revised copper price assumptions and assumed debt for Florence, S&P estimates adjusted debt-to-EBITDA (leverage) will remain above 5x in 2019 and 2020, which exceeds its previous downgrade trigger for the rating. The stable outlook reflects S&P's expectation that Taseko will generate adjusted debt-to-EBITDA in the mid-5x area in 2019 and above 6x in 2020. It also expects the company will maintain sufficient liquidity to fund heightened capital expenditures and corresponding free cash flow deficits in 2020 and 2021 related to the Florence project. S&P's leverage and liquidity estimates are subject to change following potential financing transactions, which may include an indeterminate amount of debt. Nevertheless, the rating agency expects the company will generate sufficient cash flow to cover its fixed charges at least over the next one-two years. "We could lower the ratings if, over the next 12 months, we believe the company is at risk of not covering its fixed-charge obligations, with debt in its capital structure that we view as unsustainable. In this scenario, we would expect Taseko's liquidity to deteriorate materially, likely from unexpected operational disruptions at Gibraltar, cost overruns at the Florence project, or weaker-than-expected copper prices," S&P said. "Although unlikely, we could raise the ratings within the next 12 months if we believe Taseko can generate an adjusted debt-to-EBITDA ratio below 4x on a sustained basis, while producing positive free cash flow. In this scenario, we would expect Taseko to generate stronger-than-expected cash costs and output, with higher realized average copper prices," S&P said, adding that a higher-than-expected cash position could reduce downside risk associated with the Florence copper project. TOD C. TURNER: Lake Forest Buying Two Waterfront Lots for $4.5M --------------------------------------------------------------- Tod Charles Turner asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of the real property located at 17345 and 17347 Beach Drive NE in Lake Forest Park, Washington to Lake Forest Park Group, LLC for $4.5 million, pursuant to a Residential Real Estate Purchase and Sale Agreement dated Oct. 12, 2019. A hearing on the Motion is set for Dec. 6, 2019 at 9:30 a.m. The objection deadline is Nov. 29, 2019. Both the Debtor's cases were filed to stay a pending foreclosure of his real property by Proteus Pension Plan and Trust, which holds a first deed of trust on the real property. The property consists of the two adjacent waterfront lots on Lake Washington. It includes a single family residence plus six cabins, all built from 1929 to 1932. When the Chapter 11 was filed, the property was listed for sale with Bryan Loveless of Windermere Real Estate/Northeast, Inc. for $5.5 million; Mr. Turner reduced the listing price to $5 million in early July. The property is encumbered by three deeds of trust, federal tax liens, two sewer liens, and outstanding real property taxes. Throughout the Chapter 11 case, Mr. Tuner and Mr. Loveless have actively marketed the property to high-end builders, potential homeowners, and local municipalities. Although the property has generated substantial interest, only the Buyer has submitted a written offer. Subject to the Court's approval, the Buyer has agreed to purchase Mr. Turner's real property for $4.5 million, to be paid in full in cash at closing. The Agreement includes an earnest Money Promissory Note for $100,000 due at closing. The Agreement does not contain a financing or inspection contingency and provides for a closing date of Nov. 18, 2019. After closing, Mr. Turner will be entitled to occupy the property through Dec. 31, 2019 at no charge. The sale will be free and clear of any claims, liens, and encumbrances. The Agreement also provides that Mr. Turner may keep the property on the market until closing and that if, prior to Closing, the Seller obtains another (second) offer to purchase the Subject Property that the Seller deems to be preferable to the offer, the Seller will immediately provide a copy of said offer to the Buyer and the Buyer will have two business days to meet or beat said second offer's price and terms or the Agreement will terminate and Seller will be free to accept said second offer. If the sale is approved, Mr. Turner asks that the closing agent be authorized to pay the following costs and claims at closing, estimated as follows: $4,500,000 sale price ($80,391) property taxes (through 2019) ($2,000) sewer lien April 2018 - estimate ($2,000) sewer lien April 2019 - estimate ($80,105) real estate excise tax at 1.78% ($3,568,249) Proteus Pension Plan & Trust (balance due as of 12/1/19) ($12,693) attorney's fees - Proteus Pension Plan & Trust (plus additional fees) ($327,626) Key Bank N.A. per proof of claim no. 2-1 ($180,000) Frank W. Howard #2 Limited Partnership LLLP ($11,500) Est. usual & customary costs of closing: title insurance, escrow fees, etc. ($45,000) U.S. Trustee fee at 1% ($190,436) Real estate commission & legal fees (prorated) The amounts estimated for property taxes, sewer liens, and usual and customary closing costs are based on a review of the title report and consultation with the escrow professionals. The real estate excise tax and the fee that will be due the U.S. Trustee should be the exact amounts or close thereto. The counsel for Proteus Pension Plan and Trust has estimated the balance due as of Dec. 1, 2019 on the obligation secured by the first deed of trust and its attorneys' fees. The amount listed for Key Bank, which holds the second deed of trust, is based on its proof of claim filed Feb. 7, 2019; the proof of claim does not claim or request postpetition interest. Frank W. Howard #2 Limited Partnership LLLP holds the third deed of trust on the real property and is owed in excess of $5.5 million pursuant to its proof of claim filed March 27, 2019. It would be entitled to the balance of the sale proceeds, arguably before any payment on the expenses of administration, including the U.S. Trustee's fee of $45,000. The Limited Partnership, however, has agreed to release its lien at closing in exchange for payment of $180,000 provided that (1) $45,000 is paid to or set aside in trust for the U.S. Trustee at closing; (2) no more than $190,436 is paid or set aside for payment of professional fees for realtors and Mr. Turner's counsel; and (3) the Limited Partnership receives the balance of any sale proceeds to the extent that the amounts actually paid or set aside at closing are less than estimated above. No funds will be available to pay the IRS, which has filed seven tax liens against the property, all junior in time to Frank W. Howard #2 Limited Partnership LLLP's third deed of trust. Given the business justification for the sale of the real property and the substantial daily interest accruals on the claim of Proteus Pension Plan and Trust, Mr. Turner asks the Court to waive the 14-day stay under Bankruptcy Rule 6004(h). Tod Charles Turner sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 19-10333) on Jan. 31, 2019. The Debtor tapped Sarah Weaver, Esq., as counsel. The case is a second Chapter 11 filing for Mr. Turner. The first case was filed without the benefit of the counsel on Dec. 13, 2018, under Case No. 18-14726 and ultimately was dismissed on Jan. 8, 2019. TRAKOPOLIS IOT: Files Notice of Intention to Make BIA Proposal -------------------------------------------------------------- Trakopolis IoT Corp. (TRAK) on Nov. 8, 2019, disclosed that on Nov. 7, 2019 it has proactively filed a Notice of Intention to Make a Proposal ("Notice of Intention") pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act (Canada) (the "BIA"). Pursuant to the Notice of Intention, Alvarez & Marsal Canada has been appointed as the proposal trustee in the Company's proposal proceedings and will assist the Company in its restructuring efforts. This filing follows the Company's receipt of a demand letter and notice of intention to enforce security under the BIA from its secured lender and the subsequent halt of trading in the Company's shares on the TSX Venture Exchange on November 4, 2019. The filing of the Notice of Intention has the effect of imposing an automatic 30-day stay of proceedings that will protect the Company and its assets from the claims of creditors while the Company continues to pursue its restructuring efforts. This 30-day period may be extended with the authorization of the Alberta Court of Queen's Bench. The Company and management team continues to work closely with its financial and other advisors to successfully conclude the strategic review process. The Company will provide further updates as to the next steps of the process when these have been determined. About Trakopolis Trakopolis is a Software as a Service (SaaS) company with proprietary, cloud-based solutions for real-time tracking, data analysis and management of corporate assets such as equipment, devices, vehicles and workers. The Company's asset management platform works across a variety of networks and devices. Trakopolis has a diversified revenue stream from many verticals including oil and gas, forestry, transportation, construction, rentals, urban services, mining, government and others. TROIANO TRUCKING: Ch. 11 Trustee Wins OK to Use Cash Collateral --------------------------------------------------------------- Chapter 11 Trustee for Troiano Trucking, Inc., Steven Weiss, sought and obtained Court approval to use cash collateral and the cash management procedures in the Debtor's case. Pursuant to the Court order, the Ch. 11 Trustee is deemed to be an authorized signatory in the Debtor's DIP account. Mr. Weiss was appointed Ch. 11 Trustee in the Debtor's case pursuant to a Court order. About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking was estimated to have assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. TTK RE ENTERPRISE: May Use Cash Collateral Thru Nov. 30 ------------------------------------------------------- TTK RE Enterprise LLC sought and obtained Bankruptcy Court approval to use cash collateral nunc pro tunc to the Petition Date through Nov. 30, 2019 to pay actual expenses necessary to maintain its assets and continue its business operations. The Court ruled that: (a) Situs Holdings, LLC and Loan Funder, LLC are each granted replacement perfected security interest to the extent and with the same priority in all of Debtor's post-petition collateral, and proceeds thereof, that Situs and Loan Funder held in Debtor's pre-petition property. (b) Situs and/or Loan Funder will have a superpriority administrative expense claim to the extent that the adequate protection proves insufficient to protect their interests. (c) beginning November 2019, Debtor will continue to make its regular monthly payments to Situs Holdings for $25,578.95, and Loan Funder for $30,500 for the duration of this Order, as adequate protection. A final hearing on the motion is set on Nov. 21, 2019. This Interim Order will continue in full force and effect and will be deemed a Final Order without further notice or hearing in the event no objections are filed or are not advanced at the Nov. 21 hearing. A copy of the Court Order is available at https://is.gd/K3XtSb from PacerMonitor.com free of charge. About TTK RE Enterprise LLC TTK RE Enterprise LLC is a privately held company in Somers Point, New Jersey. The Company is the 100% owner of 48 real estate properties in New Jersey having a total current value of $9,265,000. The Debtor sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. On the filing date, the Debtor was estimated with total assets of $9,269,950, and total liabilities of $6,432,457. The petition was signed by Emily K. Vu, president. Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG PC - CHERRY HILL is the Debtor's counsel. UNITI GROUP: Windstream Discloses Cleansing Materials ----------------------------------------------------- Windstream Holdings, Inc. on Nov. 12, 2019, disclosed certain cleansing materials pursuant to confidentiality agreements (the "Confidentiality Agreements") entered into among the Company, Uniti Group, Inc. ("Uniti"), and certain holders of the Company's debt obligations (collectively, the "NDA Parties") for the purpose of sharing confidential information as part of a mediation process in connection with the Company's and all of its subsidiaries' voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Mediation"). The parties have reached an impasse with respect to the issues and claims subject to the Mediation, and the mediator has therefore suspended the Mediation indefinitely. Pursuant to the Confidentiality Agreements, the Company agreed to publicly disclose certain information provided to the NDA Parties (the "Cleansing Materials"). Copies of the Cleansing Materials, including (i) the joint proposal of the Company and the ad hoc group of second lien noteholders dated October 29, 2019, (ii) the proposal of Uniti dated October 18, 2019, and (iii) certain additional Cleansing Materials presented in connection with the Mediation, are available free of charge by visiting the website of Kurtzman Carson Consultants LLC at http://www.kccllc.net/windstream and are also attached to this release. The description of the Cleansing Materials does not purport to be complete and is qualified in its entirety by the complete text of the attached Cleansing Materials. The information in the Cleansing Materials includes certain projections and forecasts of the Company that is dependent upon assumptions and statements set forth in the Cleansing Materials. Any financial projections or forecasts in the Cleansing Materials were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission (the "SEC") or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The Company's independent accountants have not examined, or otherwise applied procedures to any projections or forecasts and, accordingly, do not express an opinion or any other form of assurance with respect to any projections or forecasts. The inclusion of the projections or forecasts should not be regarded as an indication that the Company considers the projections to be a reliable prediction of future events, and any projections or forecasts should not be relied upon as such. The Company does not undertake any obligation to publicly update the information contained in the Cleansing Materials to reflect circumstances existing after the date of this release or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the information are shown to be in error. About Windstream Windstream Holdings, Inc., a FORTUNE 500 company, is a provider of advanced network communications and technology solutions. Windstream provides data networking, core transport, security, unified communications and managed services to mid-market, enterprise and wholesale customers across the U.S. The company also offers broadband, entertainment and security services for consumers and small and medium-sized businesses primarily in rural areas in 18 states. Services are delivered over multiple network platforms including a nationwide IP network, our proprietary cloud core architecture and on a local and long-haul fiber network spanning approximately 150,000 miles. Additional information is available at windstream.com or windstreamenterprise.com. About Uniti Group Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an internally managed real estate investment trust engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. As of June 30, 2019, Uniti owns 5.6 million fiber strand miles, approximately 570 wireless towers, and other communications real estate throughout the United States. Uniti reported net income attributable to common shareholders of $7.98 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $16.55 million for the year ended Dec. 31, 2017. As of March 31, 2019, Uniti had $4.69 billion in total assets, $6.16 billion in total liabilities, $87.25 million in convertible preferred stock, and a total shareholders' deficit of $1.55 billion. PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's most significant customer, Windstream Holdings, Inc., which accounts for approximately 68.2% of consolidated total revenues for the year ended Dec. 31, 2018, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and uncertainties surrounding potential impacts to the Company resulting from Windstream Holdings, Inc.'s bankruptcy filing raise substantial doubt about the Company's ability to continue as a going concern. * * * In February 2019, S&P Global Ratings lowered its issuer credit rating on Unti Group's Corporate Family Rating to 'CCC-' from 'CCC+'. The lower rating follows the downgrade of Uniti's principal leasing tenant, Windstream Holdings Inc. Also in February 2019, Moody's Investors Service downgraded downgraded Uniti Group Inc.'s corporate family rating (CFR) to 'Caa2' from 'Caa1' following the downgrade of Windstream Services. UPLAND SOFTWARE: S&P Affirms 'B' ICR on Modest Increase in Leverage ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Upland Software Inc. based on its view that post-transaction leverage will be about 6.0x, fully incorporating pro-forma EBITDA from recent acquisitions. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured loans. The '3' recovery rating remains unchanged, indicating the rating agency's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. On Nov. 13, 2019, Upland announced that it plans to upsize its senior secured term loan B facility by $150 million to $500 million. The company will use the proceeds from the upsizing to repay the $59 million outstanding on its revolving credit facility and carry the remaining funds on its balance sheet, which S&P expects it to use to fund future acquisitions. S&P's ratings affirmation on Upland primarily reflects the firm's considerable progress growing EBITDA inorganically through the recent acquisitions of Altify, InGenius, Cimpl, Kapost and PostUp. Although this transaction will increase the firm's debt burden, S&P expects leverage to remain approximately 6.0x in 2019, fully incorporating pro-forma EBITDA of entities acquired over the past year. In addition, S&P forecasts that the company's leverage will decline below 6x by the end of 2020. Key risks to Upland's business include its aggressive acquisition-led growth strategy and the company's scale, which is relatively small compared with that of its similarly rated peers. In addition, its free cash flow remains relatively soft due to the elevated acquisition activity. Upland's credit strengths include its high proportion of recurring revenue, above-industry growth rate, diversified customer base, minimal capital expenditure (capex), and high customer retention rates. The rating also incorporates S&P's expectation that the company will maintain adequate liquidity and sufficient cash on its balance sheet to fund its operations and acquisitions. The stable outlook on Upland reflects S&P's expectation that the company will continue to generate sufficient cash flow to service its debt capital structure. S&P anticipates that the company will continue its acquisition strategy (approximately $100 million-$200 million per year in acquisitions with $25 million-$50 million in annualized recurring revenue) and maintain its strong recurring revenue growth profile. In addition, the rating agency expects that the company's free operating cash flow will remain positive. "We could lower our rating on Upland if its performance suffers from missteps related to its acquisition strategy, if it sustains leverage of more than 7x, or if it generates negative free cash flow. We could also downgrade Upland if the company's sources of cash are not sufficient to cover its uses and we assess its liquidity as less than adequate," S&P said. Given Upland's acquisition strategy and S&P's leverage expectation of nearly 6x for fiscal year 2020, an upgrade is unlikely over the next 12 months. Over the longer term, however, S&P would look for sustained double-digit percent revenue growth, expanding EBITDA margins, and a clearly articulated financial policy consistent with maintaining (S&P adjusted) leverage of comfortably under 5.0x as factors that could potentially lead the rating agency to upgrade the company. A free operating cash flow-to-debt ratio of more than 5% and a reduction in its debt balances using excess cash, while not sufficient on their own, would also be supportive of an upgrade over time. VECTOR GROUP: S&P Affirms 'B' ICR on Dividend Plan; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issue rating on the U.S.-based Vector Group Ltd.'s (Vector) $555 million 10.5% senior unsecured 144A notes due 2026, which includes the existing $325 million amount and $230 million add-on. The company will use net proceeds from the leverage neutral add-on to repay the $232 million convertible notes due April 15, 2020. S&P is also affirming its 'B' issuer credit and 'BB-' senior secured note ratings. Vector announced its plan to reduce its dividend by about 50%. S&P estimates that discretionary cash flow (DCF) will improve to around breakeven levels. The dividend cut will result in DCF improvement to break-even levels. Vector is reducing its dividend by 50% starting in the first quarter of 2020 to around $120 million from $240 million annually. "In our opinion, the dividend is being reduced because of the high dividend payment relative to earnings. We have long viewed the dividend as unsustainable, and believe the dividend reduction will facilitate this contemplated add-on refinancing transaction," S&P said. The stable outlook reflects S&P's forecast that the company will generate break even DCF, compared to around $120 million annual usage prior to the dividend cut. This should result in adjusted leverage sustained in the mid-5x area and adjusted interest coverage around 2.5x. "We could lower our rating if industry conditions deteriorate, including a large drop in combustible cigarette demand from Vector's core customer base or adverse regulatory developments. In addition, while we assume large manufacturers will continue to raise cigarette prices, a significant change in the industry leaders' pricing strategies or a meaningful escalation in competition from discount brands could cause us to reassess the business risk profile," S&P said, adding that it could also lower the rating if adjusted leverage is sustained above 6.5x or adjusted EBITDA interest coverage falls below 2x. "Although unlikely over the next year, we could raise the rating if Vector's financial policy becomes more conservative such that it sustains adjusted leverage comfortably below 5x and DCF turns meaningfully positive, which would probably require another dividend reduction. It is also possible Vector could improve credit statistics by disposing of noncore assets and applying the proceeds to debt reduction," S&P said. For a higher rating, the rating agency would also need evidence that the company will continue to improve its governance practices, which the recently announced dividend reduction signals. VERITY HEALTH: Extends NantWorks' Sale Objection Deadline --------------------------------------------------------- Verity Health System of California, Inc., and its affiliated debtors, and NantWorks, LLC, filed with the U.S. Bankruptcy Court for the Central District of California their stipulation continuing the hearing and the extending objection deadline for Nantworks to the order (1) approving form of asset purchase agreement for stalking horse bidder and for prospective overbidders; and (2) approving auction sale format, bidding procedures and stalking horse bid protections. On Feb. 19, 2019, the Court entered its Bidding Procedures Order, which set a deadline for counterparties to executory contracts and unexpired leases to object to the cure amounts, identified by the Debtors, on March 22, 2019, at 4:00 p.m. (PT). After previous extensions, on Oct. 23, 2019, the Court approved an extension of the Objection Deadline for NantWorks to Nov. 6, 2019, at 4:00 p.m. (PT), the Debtors' reply deadline to Nov. 13, 2019, at 4:00 p.m. (PT), and continued the hearing date to Nov. 20, 2019, at 10:00 a.m. (PT). NantWorks and the Debtors have continued in discussions regarding cure amounts and assumption and assignment related to executory contracts and unexpired leases, and the Debtors have agreed to further extend the Objection Deadline, the Reply Deadline and the Hearing Date to allow additional time to review and reconcile such amounts. All of the parties to the Stipulation stipulate as follows: A. The Objection Deadline for NantWorks will be extended to Nov. 20, 2019 at 4:00 p.m. (PT). B. The Reply Deadline for the Debtors will be extended to Nov. 27, 2019 at 4:00 p.m. (PT). C. The Hearing Date will be continued to Dec. 4, 2019 at 10:00 a.m. (PT). About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles oversees the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 17, 2018. WESTBANK CONSTRUCTION: Seeks to Hire Kraig Kobert as Accountant --------------------------------------------------------------- WestBank Construction, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to hire Kraig Kobert, CPA, P.C., as its accountant. The firm will prepare the Debtor's accounting and bookkeeping statements; calculate its profit and loss, income and taxes; process tax returns; and provide other accounting services. Kraig Kobert, the firm's accountant who will be providing the services, disclosed in court filings that his firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Kraig Kobert CPA Kraig Kobert, CPA, P.C. P.O. Box 3889 610 West Broadway, Suite 104 Jackson, WY 83001 Phone: (307) 733-4274 About WestBank Construction WestBank Construction Inc. primarily operates in the single-family housing construction business. It specializes in bathroom, kitchen and basement remodeling, home building, and additions work. WestBank Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 19-20652) on Oct. 7, 2019. At the time of the filing, the Debtor disclosed $201,286 in assets and $3,523,729 in liabilities. The case has been assigned to Judge Cathleen D. Parker. The Debtor tapped George L. Arnold, Esq., at Arnold Law Offices, PLLC, as its legal counsel. WESTCHESTER DEVELOPMENT: Wants to Move Exclusivity Period to Feb. 4 ------------------------------------------------------------------- Westchester Development Corp. asked the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusivity period to file a Chapter 11 plan to Feb. 4, 2020, and the period to solicit acceptances for the plan to April 6, 2020. The exclusivity period refers to the 120-day period during which only the company can file a Chapter 11 plan after a bankruptcy petition. Westchester said it needs additional time to prepare a plan that is contingent upon the outcome of the state court litigation involving real estate developer, Chernoff. Chernoff sued Westchester following the termination of their sale contracts to prevent the company from selling its properties in New York to other buyers. A trial is currently scheduled for Dec. 16. About Westchester Development Westchester Development Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22774) on April 10, 2019. In the petition signed by its president, Luis Medina, the Debtor disclosed assets ranging between $500,001-$1 million and liabilities of the same range. The Debtor is represented by the Law Offices of Anthony J. Mamo Jr., P.C. Judge Robert D. Drain is assigned to the case. ZATO INVESTMENTS: Central AR Buying Little Rock Property for $50K ----------------------------------------------------------------- Zato Investments Ltd. Co. asks the U.S. Bankruptcy Court for the Eastern District of Arkansas to authorize the sale of the real estate located at 4 Wellford Circle, Little Rock, Arkansas to Central AR House Buyers, LLC for $50,000. Objections, if any, must be filed within 21 days from the date of the notice. The Real Estate is identified in Schedule A to the Debtor's petition. It is a property of the bankruptcy estate. The Real Estate is subject to one consensual encumbrance, a real estate mortgage in favor of JTS Capital Realty SB, LLC, successor in interest to Simmons Bank that is itself a successor by merger with Metropolitan National Bank, in an approximate amount of $112,867, subject to any credits due the Debtor, and said mortgage is additionally secured by two other parcels of real estate not subject to sale by the Motion. The sale of the Real Estate is free and clear of all mortgages, liens, claims and interests of any kind, but the lien of JTS will attach to the proceeds of the sale. From the sale proceeds the Debtor will pay common costs of closing including a real estate agent commission of 6%, and real estate taxes due. In regard to notice to JTS, the Debtor states that JTS is not an insured depository institution, and that JTS has appeared in the case by its attorneys, and has filed claims 2, 3 and 4 in the case. A copy of the accepted Real Estate Contract attached to the Motion is available https://tinyurl.com/rd3dshh from PacerMonitor free of charge. About Zato Investments Zato Investments Ltd. Co. owns real estate and improvements, consisting of single-family and multi-family residences for lease to the public at Little Rock, Arkansas. Zato Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 19-13288) on June 24, 2019. At the time of the filing, the Debtor estimated assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge Phyllis M. Jones. Stanley V. Bond, Esq., of Bond Law Office, is the Debtor's counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB TE 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB GR 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBV SW 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBV* MM 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBV AV 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB GZ 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB TH 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBVEUR EU 59,441.0 (8,226.0) 2,673.0 ABBVIE INC 4AB QT 59,441.0 (8,226.0) 2,673.0 ABBVIE INC ABBVUSD EU 59,441.0 (8,226.0) 2,673.0 ABSOLUTE SOFTWRE ALSWF US 106.3 (48.4) (27.6) ABSOLUTE SOFTWRE ABT CN 106.3 (48.4) (27.6) ABSOLUTE SOFTWRE OU1 GR 106.3 (48.4) (27.6) ABSOLUTE SOFTWRE ABT2EUR EU 106.3 (48.4) (27.6) AGENUS INC AJ81 GR 174.8 (178.0) (25.8) AGENUS INC AGEN US 174.8 (178.0) (25.8) AGENUS INC AJ81 GZ 174.8 (178.0) (25.8) AGENUS INC AGENUSD EU 174.8 (178.0) (25.8) AGENUS INC AJ81 QT 174.8 (178.0) (25.8) AGENUS INC AJ81 TH 174.8 (178.0) (25.8) AGENUS INC AGENEUR EU 174.8 (178.0) (25.8) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYRIS INC AMRS US 128.1 (208.1) (103.8) AMYRIS INC 3A01 GR 128.1 (208.1) (103.8) AMYRIS INC 3A01 TH 128.1 (208.1) (103.8) AMYRIS INC AMRSUSD EU 128.1 (208.1) (103.8) AMYRIS INC 3A01 QT 128.1 (208.1) (103.8) AMYRIS INC AMRSEUR EU 128.1 (208.1) (103.8) APPLIED DNA SCIE APDNEUR EU 3.0 (1.8) (0.4) AQUESTIVE THERAP AQST US 48.8 (34.5) 18.0 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 AZO US 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZ5 GR 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZ5 TH 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZOUSD EU 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZO AV 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZ5 TE 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZO* MM 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZOEUR EU 9,895.9 (1,713.9) (483.5) AUTOZONE INC AZ5 QT 9,895.9 (1,713.9) (483.5) AVID TECHNOLOGY AVD GR 266.2 (172.9) (17.8) AVID TECHNOLOGY AVID US 266.2 (172.9) (17.8) AYR STRATEGIES I AYR/A CN 473.2 168.4 15.7 BABCOCK & WILCOX BW US 672.6 (290.1) (160.6) BENEFITFOCUS INC BNFT US 328.1 (27.1) 107.3 BENEFITFOCUS INC BTF GR 328.1 (27.1) 107.3 BENEFITFOCUS INC BNFTEUR EU 328.1 (27.1) 107.3 BEYONDSPRING INC BYSI US 6.0 (18.1) (17.0) BIOCRYST PHARM BCRX* MM 90.5 (41.3) (3.4) 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) BLOOM ENERGY C-A BE US 1,169.9 (11.1) 196.6 BLOOM ENERGY C-A 1ZB GR 1,169.9 (11.1) 196.6 BLOOM ENERGY C-A BE1EUR EU 1,169.9 (11.1) 196.6 BLOOM ENERGY C-A 1ZB QT 1,169.9 (11.1) 196.6 BLOOM ENERGY C-A BE1USD EU 1,169.9 (11.1) 196.6 BLOOM ENERGY C-A 1ZB TH 1,169.9 (11.1) 196.6 BLUE BIRD CORP BLBD US 408.4 (61.2) 15.0 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 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 US 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 CI 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 BCO QT 132,598.0 (3,809.0) 9,810.0 BOMBARDIER INC-B BBDBN MM 26,363.0 (4,680.0) (225.0) BRINKER INTL EAT US 2,491.0 (585.1) (342.7) BRINKER INTL BKJ GR 2,491.0 (585.1) (342.7) BRINKER INTL BKJ QT 2,491.0 (585.1) (342.7) BRINKER INTL EAT2EUR EU 2,491.0 (585.1) (342.7) BRP INC/CA-SUB V DOO CN 3,505.3 (614.6) (46.0) BRP INC/CA-SUB V B15A GR 3,505.3 (614.6) (46.0) BRP INC/CA-SUB V DOOO US 3,505.3 (614.6) (46.0) BRP INC/CA-SUB V DOOEUR EU 3,505.3 (614.6) (46.0) BRP INC/CA-SUB V B15A GZ 3,505.3 (614.6) (46.0) CADIZ INC CDZI US 73.5 (86.6) 13.3 CADIZ INC CDZIEUR EU 73.5 (86.6) 13.3 CADIZ INC 2ZC GR 73.5 (86.6) 13.3 CAMPING WORLD-A CWHUSD EU 3,441.0 (65.6) 470.8 CAMPING WORLD-A CWH US 3,441.0 (65.6) 470.8 CAMPING WORLD-A C83 GR 3,441.0 (65.6) 470.8 CAMPING WORLD-A CWHEUR EU 3,441.0 (65.6) 470.8 CAMPING WORLD-A C83 TH 3,441.0 (65.6) 470.8 CAMPING WORLD-A C83 QT 3,441.0 (65.6) 470.8 CASTLE BIOSCIENC CSTL US 33.3 (3.6) 16.8 CATASYS INC CATS US 24.5 (17.7) 11.5 CATASYS INC HY1N GR 24.5 (17.7) 11.5 CATASYS INC CATSEUR EU 24.5 (17.7) 11.5 CDK GLOBAL INC C2G QT 3,058.9 (671.6) 196.9 CDK GLOBAL INC CDKUSD EU 3,058.9 (671.6) 196.9 CDK GLOBAL INC CDK* MM 3,058.9 (671.6) 196.9 CDK GLOBAL INC C2G TH 3,058.9 (671.6) 196.9 CDK GLOBAL INC CDKEUR EU 3,058.9 (671.6) 196.9 CDK GLOBAL INC C2G GR 3,058.9 (671.6) 196.9 CDK GLOBAL INC CDK US 3,058.9 (671.6) 196.9 CHEWY INC- CL A CHWY US 813.9 (361.7) (407.9) CHOICE HOTELS CZH GR 1,374.3 (56.7) (56.0) CHOICE HOTELS CHH US 1,374.3 (56.7) (56.0) CINCINNATI BELL CBB US 2,619.0 (127.6) (114.7) CINCINNATI BELL CIB1 GR 2,619.0 (127.6) (114.7) CINCINNATI BELL CBBEUR EU 2,619.0 (127.6) (114.7) CLOVIS ONCOLOGY C6O GR 716.9 (87.5) 307.1 CLOVIS ONCOLOGY CLVS US 716.9 (87.5) 307.1 CLOVIS ONCOLOGY CLVSUSD EU 716.9 (87.5) 307.1 CLOVIS ONCOLOGY C6O QT 716.9 (87.5) 307.1 CLOVIS ONCOLOGY CLVSEUR EU 716.9 (87.5) 307.1 CLOVIS ONCOLOGY C6O TH 716.9 (87.5) 307.1 COGENT COMMUNICA CCOI US 932.3 (190.5) 388.1 COGENT COMMUNICA OGM1 GR 932.3 (190.5) 388.1 COMMUNITY HEALTH CYH US 15,895.0 (1,267.0) 1,027.0 COMMUNITY HEALTH CYH1USD EU 15,895.0 (1,267.0) 1,027.0 CYTOKINETICS INC CYTK US 187.4 (19.9) 155.0 CYTOKINETICS INC KK3A GR 187.4 (19.9) 155.0 CYTOKINETICS INC KK3A TH 187.4 (19.9) 155.0 CYTOKINETICS INC CYTKUSD EU 187.4 (19.9) 155.0 CYTOKINETICS INC CYTKEUR EU 187.4 (19.9) 155.0 CYTOKINETICS INC KK3A QT 187.4 (19.9) 155.0 DELEK LOGISTICS DKL US 767.8 (142.5) 4.4 DELEK LOGISTICS D6L GR 767.8 (142.5) 4.4 DENNY'S CORP DENN US 441.4 (118.7) (48.8) DENNY'S CORP DE8 GR 441.4 (118.7) (48.8) DENNY'S CORP DENNEUR EU 441.4 (118.7) (48.8) DIEBOLD NIXDORF DBD GR 3,889.1 (425.2) 324.3 DIEBOLD NIXDORF DBD US 3,889.1 (425.2) 324.3 DIEBOLD NIXDORF DBD SW 3,889.1 (425.2) 324.3 DIEBOLD NIXDORF DBDEUR EU 3,889.1 (425.2) 324.3 DIEBOLD NIXDORF DBDUSD EU 3,889.1 (425.2) 324.3 DIEBOLD NIXDORF DLD TH 3,889.1 (425.2) 324.3 DIEBOLD NIXDORF DLD QT 3,889.1 (425.2) 324.3 DINE BRANDS GLOB IHP GR 1,997.5 (239.8) (14.7) DINE BRANDS GLOB DIN US 1,997.5 (239.8) (14.7) DOCEBO INC DCBO CN 20.5 (15.5) (9.7) DOLLARAMA INC DOL CN 3,535.8 (106.0) 125.9 DOLLARAMA INC DR3 GR 3,535.8 (106.0) 125.9 DOLLARAMA INC DLMAF US 3,535.8 (106.0) 125.9 DOLLARAMA INC DOLEUR EU 3,535.8 (106.0) 125.9 DOLLARAMA INC DR3 GZ 3,535.8 (106.0) 125.9 DOLLARAMA INC DR3 TH 3,535.8 (106.0) 125.9 DOLLARAMA INC DR3 QT 3,535.8 (106.0) 125.9 DOLLARAMA INC DOLCAD EU 3,535.8 (106.0) 125.9 DOMINO'S PIZZA EZV TH 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA EZV GR 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA DPZ US 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA DPZEUR EU 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA DPZUSD EU 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA EZV GZ 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA DPZ AV 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA DPZ* MM 1,160.3 (2,935.6) 184.1 DOMINO'S PIZZA EZV QT 1,160.3 (2,935.6) 184.1 DOMO INC- CL B DOMO US 234.5 (4.9) 59.5 DOMO INC- CL B 1ON GR 234.5 (4.9) 59.5 DOMO INC- CL B DOMOEUR EU 234.5 (4.9) 59.5 DOMO INC- CL B 1ON GZ 234.5 (4.9) 59.5 DOMO INC- CL B DOMOUSD EU 234.5 (4.9) 59.5 DOMO INC- CL B 1ON TH 234.5 (4.9) 59.5 DUNKIN' BRANDS G 2DB GR 3,802.2 (620.9) 306.5 DUNKIN' BRANDS G 2DB TH 3,802.2 (620.9) 306.5 DUNKIN' BRANDS G DNKN US 3,802.2 (620.9) 306.5 DUNKIN' BRANDS G DNKNEUR EU 3,802.2 (620.9) 306.5 DUNKIN' BRANDS G 2DB QT 3,802.2 (620.9) 306.5 DUNKIN' BRANDS G 2DB GZ 3,802.2 (620.9) 306.5 EMISPHERE TECH EMIS US 5.2 (155.3) (1.4) EVERI HOLDINGS I EVRI US 1,567.6 (72.0) 10.3 EVERI HOLDINGS I G2C GR 1,567.6 (72.0) 10.3 EVERI HOLDINGS I G2C TH 1,567.6 (72.0) 10.3 EVERI HOLDINGS I EVRIUSD EU 1,567.6 (72.0) 10.3 EVERI HOLDINGS I EVRIEUR EU 1,567.6 (72.0) 10.3 EXAGEN INC E08A GR 15.3 (7.1) (10.6) EXAGEN INC XGNEUR EU 15.3 (7.1) (10.6) EXAGEN INC XGN US 15.3 (7.1) (10.6) FRONTDOOR IN FTDR US 1,217.0 (218.0) 116.0 FRONTDOOR IN 3I5 GR 1,217.0 (218.0) 116.0 FRONTDOOR IN FTDREUR EU 1,217.0 (218.0) 116.0 GADSDEN PROPERTI FCRE IT 4.2 (0.6) (3.2) GOGO INC GOGO US 1,280.4 (382.8) 195.1 GOGO INC G0G TH 1,280.4 (382.8) 195.1 GOGO INC G0G GR 1,280.4 (382.8) 195.1 GOGO INC GOGOUSD EU 1,280.4 (382.8) 195.1 GOGO INC GOGOEUR EU 1,280.4 (382.8) 195.1 GOGO INC G0G QT 1,280.4 (382.8) 195.1 GOOSEHEAD INSU-A 2OX GR 44.4 (27.9) 0.0 GOOSEHEAD INSU-A GSHDEUR EU 44.4 (27.9) 0.0 GOOSEHEAD INSU-A GSHD US 44.4 (27.9) 0.0 GRAFTECH INTERNA EAFUSD EU 1,825.7 (606.9) 724.6 GRAFTECH INTERNA EAF US 1,825.7 (606.9) 724.6 GRAFTECH INTERNA G6G GR 1,825.7 (606.9) 724.6 GRAFTECH INTERNA G6G TH 1,825.7 (606.9) 724.6 GRAFTECH INTERNA EAFEUR EU 1,825.7 (606.9) 724.6 GRAFTECH INTERNA G6G QT 1,825.7 (606.9) 724.6 GRAFTECH INTERNA G6G GZ 1,825.7 (606.9) 724.6 GREEN PLAINS PAR GPP US 119.8 (74.9) (137.8) GREEN PLAINS PAR 8GP GR 119.8 (74.9) (137.8) GREENSKY INC-A GSKY US 897.1 (66.5) 268.8 HANGER INC HNGR US 801.4 (14.2) 95.2 HANGER INC HO8 GR 801.4 (14.2) 95.2 HANGER INC HNGREUR EU 801.4 (14.2) 95.2 HCA HEALTHCARE I 2BH TH 43,912.0 (1,447.0) 3,645.0 HCA HEALTHCARE I HCA US 43,912.0 (1,447.0) 3,645.0 HCA HEALTHCARE I 2BH GR 43,912.0 (1,447.0) 3,645.0 HCA HEALTHCARE I HCA* MM 43,912.0 (1,447.0) 3,645.0 HCA HEALTHCARE I HCAUSD EU 43,912.0 (1,447.0) 3,645.0 HCA HEALTHCARE I HCAEUR EU 43,912.0 (1,447.0) 3,645.0 HCA HEALTHCARE I 2BH TE 43,912.0 (1,447.0) 3,645.0 HERBALIFE NUTRIT HOO GR 2,545.6 (467.5) 468.7 HERBALIFE NUTRIT HLF US 2,545.6 (467.5) 468.7 HERBALIFE NUTRIT HLFUSD EU 2,545.6 (467.5) 468.7 HERBALIFE NUTRIT HOO GZ 2,545.6 (467.5) 468.7 HERBALIFE NUTRIT HLFEUR EU 2,545.6 (467.5) 468.7 HERBALIFE NUTRIT HOO QT 2,545.6 (467.5) 468.7 HEWLETT-CEDEAR HPQ AR 32,405.0 (1,131.0) (4,896.0) HEWLETT-CEDEAR HPQC AR 32,405.0 (1,131.0) (4,896.0) HILTON WORLDWIDE HLT US 15,067.0 (199.0) (645.0) HILTON WORLDWIDE HLT* MM 15,067.0 (199.0) (645.0) HILTON WORLDWIDE HLTEUR EU 15,067.0 (199.0) (645.0) HILTON WORLDWIDE HLTW AV 15,067.0 (199.0) (645.0) HILTON WORLDWIDE HI91 TE 15,067.0 (199.0) (645.0) HILTON WORLDWIDE HI91 GR 15,067.0 (199.0) (645.0) HILTON WORLDWIDE HI91 TH 15,067.0 (199.0) (645.0) HOME DEPOT - BDR HOME34 BZ 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HD TE 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HDI TH 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HDI GR 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HD US 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HD* MM 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HD CI 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HD AV 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HDUSD SW 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HDI GZ 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HD SW 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HDEUR EU 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HDI QT 52,010.0 (1,160.0) 1,901.0 HOME DEPOT INC HDUSD EU 52,010.0 (1,160.0) 1,901.0 HOME DEPOT-CED HDD AR 52,010.0 (1,160.0) 1,901.0 HOME DEPOT-CED HD AR 52,010.0 (1,160.0) 1,901.0 HOME DEPOT-CED HDC AR 52,010.0 (1,160.0) 1,901.0 HP COMPANY-BDR HPQB34 BZ 32,405.0 (1,131.0) (4,896.0) HP INC HPQ TE 32,405.0 (1,131.0) (4,896.0) HP INC HPQ US 32,405.0 (1,131.0) (4,896.0) HP INC 7HP TH 32,405.0 (1,131.0) (4,896.0) HP INC 7HP GR 32,405.0 (1,131.0) (4,896.0) HP INC HPQ* MM 32,405.0 (1,131.0) (4,896.0) HP INC HPQ CI 32,405.0 (1,131.0) (4,896.0) HP INC 0J2E LI 32,405.0 (1,131.0) (4,896.0) HP INC HPQUSD SW 32,405.0 (1,131.0) (4,896.0) HP INC HPQEUR EU 32,405.0 (1,131.0) (4,896.0) HP INC 7HP GZ 32,405.0 (1,131.0) (4,896.0) HP INC HPQ AV 32,405.0 (1,131.0) (4,896.0) HP INC HPQ SW 32,405.0 (1,131.0) (4,896.0) HP INC HWP QT 32,405.0 (1,131.0) (4,896.0) HP INC HPQUSD EU 32,405.0 (1,131.0) (4,896.0) IAA INC IAA US 2,079.9 (186.9) 181.7 IAA INC 3NI GR 2,079.9 (186.9) 181.7 IAA INC IAA-WEUR EU 2,079.9 (186.9) 181.7 IGM BIOSCIENCES IGMS US 88.4 81.7 77.4 IGM BIOSCIENCES 1K0 GR 88.4 81.7 77.4 IGM BIOSCIENCES IGMSEUR EU 88.4 81.7 77.4 IGM BIOSCIENCES 1K0 GZ 88.4 81.7 77.4 IMMUNOGEN INC IMU GR 254.1 (86.2) 137.5 IMMUNOGEN INC IMGN US 254.1 (86.2) 137.5 IMMUNOGEN INC IMGNUSD EU 254.1 (86.2) 137.5 IMMUNOGEN INC IMGN* MM 254.1 (86.2) 137.5 INSEEGO CORP INO QT 158.7 (38.3) (119.3) INSEEGO CORP INO TH 158.7 (38.3) (119.3) INSEEGO CORP INSGUSD EU 158.7 (38.3) (119.3) INSEEGO CORP INSG US 158.7 (38.3) (119.3) INSEEGO CORP INO GR 158.7 (38.3) (119.3) INSEEGO CORP INSGEUR EU 158.7 (38.3) (119.3) INSEEGO CORP INO GZ 158.7 (38.3) (119.3) INSPIRED ENTERTA INSE US 175.4 (31.8) 6.8 IRONWOOD PHARMAC I76 GR 334.3 (153.0) 204.8 IRONWOOD PHARMAC I76 TH 334.3 (153.0) 204.8 IRONWOOD PHARMAC IRWD US 334.3 (153.0) 204.8 IRONWOOD PHARMAC IRWDUSD EU 334.3 (153.0) 204.8 IRONWOOD PHARMAC IRWDEUR EU 334.3 (153.0) 204.8 IRONWOOD PHARMAC I76 QT 334.3 (153.0) 204.8 JACK IN THE BOX JBX GR 831.3 (580.6) (112.9) JACK IN THE BOX JACK US 831.3 (580.6) (112.9) JACK IN THE BOX JBX GZ 831.3 (580.6) (112.9) JACK IN THE BOX JBX QT 831.3 (580.6) (112.9) JACK IN THE BOX JACK1EUR EU 831.3 (580.6) (112.9) JOSEMARIA RESOUR JOSES I2 18.6 (6.1) (5.6) JOSEMARIA RESOUR JOSE SS 18.6 (6.1) (5.6) JOSEMARIA RESOUR NGQSEK EU 18.6 (6.1) (5.6) JOSEMARIA RESOUR JOSES EB 18.6 (6.1) (5.6) JOSEMARIA RESOUR JOSES IX 18.6 (6.1) (5.6) JUST ENERGY GROU JE CN 1,561.9 (305.4) (216.4) L BRANDS INC LTD GR 10,618.0 (929.0) 437.0 L BRANDS INC LB US 10,618.0 (929.0) 437.0 L BRANDS INC LTD TH 10,618.0 (929.0) 437.0 L BRANDS INC LBUSD EU 10,618.0 (929.0) 437.0 L BRANDS INC LTD QT 10,618.0 (929.0) 437.0 L BRANDS INC LBRA AV 10,618.0 (929.0) 437.0 L BRANDS INC LBEUR EU 10,618.0 (929.0) 437.0 L BRANDS INC LB* MM 10,618.0 (929.0) 437.0 L BRANDS INC-BDR LBRN34 BZ 10,618.0 (929.0) 437.0 LA JOLLA PHARM LJPC US 149.1 (35.2) 90.4 LENNOX INTL INC LXI GR 2,214.8 (277.3) 207.4 LENNOX INTL INC LII US 2,214.8 (277.3) 207.4 LENNOX INTL INC LII* MM 2,214.8 (277.3) 207.4 LENNOX INTL INC LXI TH 2,214.8 (277.3) 207.4 LENNOX INTL INC LII1USD EU 2,214.8 (277.3) 207.4 LENNOX INTL INC LII1EUR EU 2,214.8 (277.3) 207.4 MARTIN MIDSTREAM MMLP US 691.1 (33.4) 108.7 MARTIN MIDSTREAM MPB GR 691.1 (33.4) 108.7 MARTIN MIDSTREAM 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897.3 (26.0) (96.4) MEDICINES COMP MZN GR 897.3 (26.0) (96.4) MEDICINES COMP MZN QT 897.3 (26.0) (96.4) MEDICINES COMP MZN GZ 897.3 (26.0) (96.4) MEDICINES COMP MDCOUSD EU 897.3 (26.0) (96.4) MEDICINES COMP MZN TH 897.3 (26.0) (96.4) MERCER PARK BR-A BRND/A/U CN 407.1 (18.8) 4.1 MICHAELS COS INC MIKEUR EU 3,707.1 (1,587.6) 289.9 MICHAELS COS INC MIK US 3,707.1 (1,587.6) 289.9 MICHAELS COS INC MIM GR 3,707.1 (1,587.6) 289.9 MONITRONICS INTL SCTY US 1,705.3 (202.9) (25.0) MOTOROLA SOL-CED MSI AR 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MTLA GR 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MOT TE 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MSI US 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MTLA TH 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MSI1USD EU 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MSI1EUR EU 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MTLA GZ 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MOSI AV 10,373.0 (1,084.0) 498.0 MOTOROLA SOLUTIO MTLA QT 10,373.0 (1,084.0) 498.0 MSCI INC 3HM GR 3,479.7 (147.9) 641.6 MSCI INC MSCI US 3,479.7 (147.9) 641.6 MSCI INC MSCIUSD EU 3,479.7 (147.9) 641.6 MSCI INC 3HM QT 3,479.7 (147.9) 641.6 MSCI INC MSCI* MM 3,479.7 (147.9) 641.6 MSG NETWORKS- A MSGN US 1,001.9 (667.2) 176.5 MSG NETWORKS- A MSGNUSD EU 1,001.9 (667.2) 176.5 MSG NETWORKS- A 1M4 QT 1,001.9 (667.2) 176.5 MSG NETWORKS- A MSGNEUR EU 1,001.9 (667.2) 176.5 MSG NETWORKS- A 1M4 TH 1,001.9 (667.2) 176.5 MSG NETWORKS- A 1M4 GR 1,001.9 (667.2) 176.5 N/A BJEUR EU 5,152.1 (164.6) (345.8) NATHANS FAMOUS NATH US 107.1 (62.9) 78.9 NATHANS FAMOUS NFA GR 107.1 (62.9) 78.9 NATHANS FAMOUS NATHEUR EU 107.1 (62.9) 78.9 NATIONAL CINEMED NCMI US 1,084.1 (122.3) 83.1 NATIONAL CINEMED XWM GR 1,084.1 (122.3) 83.1 NATIONAL CINEMED NCMIEUR EU 1,084.1 (122.3) 83.1 NAVISTAR INTL IHR TH 7,294.0 (3,660.0) 1,521.0 NAVISTAR INTL IHR GR 7,294.0 (3,660.0) 1,521.0 NAVISTAR INTL NAV US 7,294.0 (3,660.0) 1,521.0 NAVISTAR INTL NAVEUR EU 7,294.0 (3,660.0) 1,521.0 NAVISTAR INTL NAVUSD EU 7,294.0 (3,660.0) 1,521.0 NAVISTAR INTL IHR QT 7,294.0 (3,660.0) 1,521.0 NAVISTAR INTL IHR GZ 7,294.0 (3,660.0) 1,521.0 NESCO HOLDINGS I NSCO US 739.0 (15.8) 28.3 NEW ENG RLTY-LP NEN US 243.7 (38.2) 0.0 NRG ENERGY NRG US 9,527.0 (1,552.0) 623.0 NRG ENERGY NRA TH 9,527.0 (1,552.0) 623.0 NRG ENERGY NRA GR 9,527.0 (1,552.0) 623.0 NRG ENERGY NRGEUR EU 9,527.0 (1,552.0) 623.0 NRG ENERGY NRA QT 9,527.0 (1,552.0) 623.0 OMEROS CORP OMER US 91.3 (139.9) 17.0 OMEROS CORP 3O8 GR 91.3 (139.9) 17.0 OMEROS CORP OMERUSD EU 91.3 (139.9) 17.0 OMEROS CORP 3O8 TH 91.3 (139.9) 17.0 OMEROS CORP OMEREUR EU 91.3 (139.9) 17.0 OPTIVA INC RE6 GR 116.1 (21.3) 24.4 OPTIVA INC OPT CN 116.1 (21.3) 24.4 OPTIVA INC RKNEF US 116.1 (21.3) 24.4 OPTIVA INC RKNEUR EU 116.1 (21.3) 24.4 OPTIVA INC 3230510Q EU 116.1 (21.3) 24.4 PAPA JOHN'S INTL PZZA US 730.6 (69.4) (27.5) PAPA JOHN'S INTL PP1 GR 730.6 (69.4) (27.5) PAPA JOHN'S INTL PZZAEUR EU 730.6 (69.4) (27.5) PAPA JOHN'S INTL PP1 GZ 730.6 (69.4) (27.5) PHILIP MORRI-BDR PHMO34 BZ 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 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 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 PM1EUR EU 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 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 1,420.2 (442.1) 170.3 PLANET FITNESS-A 3PL QT 1,420.2 (442.1) 170.3 PLANET FITNESS-A PLNT1EUR EU 1,420.2 (442.1) 170.3 PLANET FITNESS-A PLNT US 1,420.2 (442.1) 170.3 PLANET FITNESS-A 3PL TH 1,420.2 (442.1) 170.3 PLANET FITNESS-A 3PL GR 1,420.2 (442.1) 170.3 PRIORITY TECHNOL PRTHU US 452.3 (105.3) 4.3 PRIORITY TECHNOL PRTH US 452.3 (105.3) 4.3 QUANTUM CORP QNT2 GR 158.3 (203.1) (22.7) QUANTUM CORP QMCO US 158.3 (203.1) (22.7) QUANTUM CORP QTM1EUR EU 158.3 (203.1) (22.7) RADIUS HEALTH IN RDUS US 227.5 (24.3) 155.6 RADIUS HEALTH IN RDUSUSD EU 227.5 (24.3) 155.6 RADIUS HEALTH IN 1R8 TH 227.5 (24.3) 155.6 RADIUS HEALTH IN 1R8 QT 227.5 (24.3) 155.6 RADIUS HEALTH IN RDUSEUR EU 227.5 (24.3) 155.6 RADIUS HEALTH IN 1R8 GR 227.5 (24.3) 155.6 REATA PHARMACE-A RETAUSD EU 259.1 (67.4) 172.0 REATA PHARMACE-A 2R3 GR 259.1 (67.4) 172.0 REATA PHARMACE-A RETAEUR EU 259.1 (67.4) 172.0 REATA PHARMACE-A RETA US 259.1 (67.4) 172.0 RECRO PHARMA INC REPH US 167.7 (19.9) 71.4 RECRO PHARMA INC RAH GR 167.7 (19.9) 71.4 REVLON INC-A RVL1 GR 3,059.5 (1,227.5) 134.3 REVLON INC-A REV US 3,059.5 (1,227.5) 134.3 REVLON INC-A RVL1 TH 3,059.5 (1,227.5) 134.3 REVLON INC-A REVEUR EU 3,059.5 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0.0 0.0 0.0 SBA COMM CORP 4SB GR 9,201.1 (3,546.3) (180.9) SBA COMM CORP SBAC US 9,201.1 (3,546.3) (180.9) SBA COMM CORP SBJ TH 9,201.1 (3,546.3) (180.9) SBA COMM CORP SBACUSD EU 9,201.1 (3,546.3) (180.9) SBA COMM CORP 4SB GZ 9,201.1 (3,546.3) (180.9) SBA COMM CORP SBAC* MM 9,201.1 (3,546.3) (180.9) SBA COMM CORP SBACEUR EU 9,201.1 (3,546.3) (180.9) SCIENTIFIC GAMES TJW TH 7,907.0 (2,125.0) 606.0 SCIENTIFIC GAMES TJW GZ 7,907.0 (2,125.0) 606.0 SCIENTIFIC GAMES SGMS US 7,907.0 (2,125.0) 606.0 SCIENTIFIC GAMES SGMSUSD EU 7,907.0 (2,125.0) 606.0 SCIENTIFIC GAMES TJW GR 7,907.0 (2,125.0) 606.0 SEALED AIR CORP SEE US 5,676.4 (304.1) 89.1 SEALED AIR CORP SDA GR 5,676.4 (304.1) 89.1 SEALED AIR CORP SEE1EUR EU 5,676.4 (304.1) 89.1 SEALED AIR CORP SEE1USD EU 5,676.4 (304.1) 89.1 SEALED AIR CORP SDA TH 5,676.4 (304.1) 89.1 SEALED AIR CORP SDA QT 5,676.4 (304.1) 89.1 SERES THERAPEUTI MCRB1EUR EU 124.2 (32.2) 47.3 SERES THERAPEUTI MCRB US 124.2 (32.2) 47.3 SERES THERAPEUTI 1S9 GR 124.2 (32.2) 47.3 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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 T7D QT 17,702.6 (1,310.6) 4,030.6 TRANSDIGM GROUP TDGEUR EU 17,702.6 (1,310.6) 4,030.6 TRIUMPH GROUP TG7 GR 2,761.8 (590.8) 217.7 TRIUMPH GROUP TGI US 2,761.8 (590.8) 217.7 TRIUMPH GROUP TGIEUR EU 2,761.8 (590.8) 217.7 TUPPERWARE BRAND TUP GR 1,335.9 (185.0) (116.2) TUPPERWARE BRAND TUP US 1,335.9 (185.0) (116.2) TUPPERWARE BRAND TUP SW 1,335.9 (185.0) (116.2) TUPPERWARE BRAND TUP TH 1,335.9 (185.0) (116.2) TUPPERWARE BRAND TUP1EUR EU 1,335.9 (185.0) (116.2) TUPPERWARE BRAND TUP1USD EU 1,335.9 (185.0) (116.2) TUPPERWARE BRAND TUP GZ 1,335.9 (185.0) (116.2) TUPPERWARE BRAND TUP QT 1,335.9 (185.0) (116.2) UBIQUITI INC UI US 750.6 (239.4) 373.5 UBIQUITI INC 3UB GR 750.6 (239.4) 373.5 UBIQUITI INC 3UB SW 750.6 (239.4) 373.5 UBIQUITI INC 3UB GZ 750.6 (239.4) 373.5 UBIQUITI INC UBNTEUR EU 750.6 (239.4) 373.5 UNISYS CORP UISCHF EU 2,405.8 (1,117.4) 266.1 UNISYS CORP UIS EU 2,405.8 (1,117.4) 266.1 UNISYS CORP USY1 TH 2,405.8 (1,117.4) 266.1 UNISYS CORP USY1 GR 2,405.8 (1,117.4) 266.1 UNISYS CORP UIS US 2,405.8 (1,117.4) 266.1 UNISYS CORP UIS1 SW 2,405.8 (1,117.4) 266.1 UNISYS CORP UISEUR EU 2,405.8 (1,117.4) 266.1 UNISYS CORP USY1 GZ 2,405.8 (1,117.4) 266.1 UNISYS CORP USY1 QT 2,405.8 (1,117.4) 266.1 UNITI GROUP INC CSALUSD EU 5,031.2 (1,436.8) 0.0 UNITI GROUP INC 8XC GR 5,031.2 (1,436.8) 0.0 UNITI GROUP INC 8XC TH 5,031.2 (1,436.8) 0.0 UNITI GROUP INC UNIT US 5,031.2 (1,436.8) 0.0 VALVOLINE INC VVVUSD EU 2,064.0 (258.0) 374.0 VALVOLINE INC 0V4 GR 2,064.0 (258.0) 374.0 VALVOLINE INC 0V4 TH 2,064.0 (258.0) 374.0 VALVOLINE INC VVVEUR EU 2,064.0 (258.0) 374.0 VALVOLINE INC 0V4 QT 2,064.0 (258.0) 374.0 VALVOLINE INC VVV US 2,064.0 (258.0) 374.0 VECTOR GROUP LTD VGR US 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGR GR 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGREUR EU 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGRUSD EU 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGR TH 1,486.7 (628.7) 27.5 VECTOR GROUP LTD VGR QT 1,486.7 (628.7) 27.5 VERISIGN INC VRS TH 1,886.7 (1,451.9) 337.3 VERISIGN INC VRS GR 1,886.7 (1,451.9) 337.3 VERISIGN INC VRSN US 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 W&T OFFSHORE INC WTI US 1,027.1 (257.8) (27.3) W&T OFFSHORE INC UWV GR 1,027.1 (257.8) (27.3) W&T OFFSHORE INC WTI1EUR EU 1,027.1 (257.8) (27.3) W&T OFFSHORE INC WTI1USD EU 1,027.1 (257.8) (27.3) W&T OFFSHORE INC UWV TH 1,027.1 (257.8) (27.3) WAYFAIR INC- A W US 3,007.6 (682.4) 237.0 WAYFAIR INC- A 1WF QT 3,007.6 (682.4) 237.0 WAYFAIR INC- A 1WF GR 3,007.6 (682.4) 237.0 WAYFAIR INC- A WEUR EU 3,007.6 (682.4) 237.0 WESTERN UNIO-BDR WUNI34 BZ 8,803.7 (19.7) (192.1) WESTERN UNION W3U GR 8,803.7 (19.7) (192.1) WESTERN UNION WU US 8,803.7 (19.7) (192.1) WESTERN UNION W3U TH 8,803.7 (19.7) (192.1) WESTERN UNION WU* MM 8,803.7 (19.7) (192.1) WESTERN UNION WUUSD EU 8,803.7 (19.7) (192.1) WESTERN UNION WUEUR EU 8,803.7 (19.7) (192.1) WESTERN UNION W3U GZ 8,803.7 (19.7) (192.1) WESTERN UNION W3U QT 8,803.7 (19.7) (192.1) WIDEOPENWEST INC WU5 TH 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WU5 GR 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WOW1EUR EU 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WU5 QT 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WOW1USD EU 2,469.0 (267.5) (95.5) WIDEOPENWEST INC WOW US 2,469.0 (267.5) (95.5) WINGSTOP INC WING1EUR EU 168.1 (211.6) (4.8) WINGSTOP INC WING US 168.1 (211.6) (4.8) WINGSTOP INC EWG GR 168.1 (211.6) (4.8) WINMARK CORP GBZ GR 48.5 (3.1) 12.6 WINMARK CORP WINA US 48.5 (3.1) 12.6 WINMARK CORP WINAUSD EU 48.5 (3.1) 12.6 WW INTERNATIONAL WW US 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 GR 1,516.4 (719.9) (35.9) WW INTERNATIONAL WTWUSD EU 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 GZ 1,516.4 (719.9) (35.9) WW INTERNATIONAL WTW AV 1,516.4 (719.9) (35.9) WW INTERNATIONAL WTWEUR EU 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 QT 1,516.4 (719.9) (35.9) WW INTERNATIONAL WW6 TH 1,516.4 (719.9) (35.9) WYNDHAM DESTINAT WD5 GR 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WYND US 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WD5 TH 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WYNUSD EU 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WYNEUR EU 7,563.0 (570.0) 499.0 WYNDHAM DESTINAT WD5 QT 7,563.0 (570.0) 499.0 YELLOW PAGES LTD Y CN 353.3 (77.7) 54.9 YELLOW PAGES LTD YLWDF US 353.3 (77.7) 54.9 YELLOW PAGES LTD YEUR EU 353.3 (77.7) 54.9 YELLOW PAGES LTD YMI GR 353.3 (77.7) 54.9 YUM! BRANDS -BDR YUMR34 BZ 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR TH 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR GR 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM* MM 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM US 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUMUSD SW 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUMUSD EU 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR GZ 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM AV 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR TE 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUMEUR EU 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC TGR QT 5,003.0 (8,097.0) 561.0 YUM! BRANDS INC YUM SW 5,003.0 (8,097.0) 561.0 ********* 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 ***